UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-3150

BMC FUND, INC.

800 Golfview Park

Lenoir, NC 28645

828-758-6100

Carol Frye

800 Golfview Park

P. O. Box 500

Lenoir, NC 28645

Date of fiscal year end: October 31

Date of reporting period: July 1, 2012 – June 30, 2013

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

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

Item 1. Proxy Voting Record

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a) The name of the issuer of the portfolio security;

(b) The exchange ticker symbol of the portfolio security;

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

(d) The shareholder meeting date;

(e) A brief identification of the matter voted on;

(f) Whether the matter was proposed by the issuer or by a security holder;

(g) Whether the registrant cast its vote on the matter;

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i) Whether the registrant cast its vote for or against management.

Investment Company Report

AMERICA MOVIL, S.A.B. DE C.V.

Security

02364W105

Meeting Type

Annual

Ticker Symbol

AMX

Meeting Date

22-Apr-2013

ISIN

US02364W1053

Agenda

933778574 - Management

Item

Proposal

Type

Vote

For/Against Management

I

APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES "L" SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.

Management

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

II

APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.

Management

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

15-Apr-2013

15-Apr-2013

AMERICAN CAPITAL AGENCY CORP.

Security

02503X105

Meeting Type

Annual

Ticker Symbol

AGNC

Meeting Date

28-Jun-2013

ISIN

US02503X1054

Agenda

933749206 - Management

Item

Proposal

Type

Vote

For/Against Management

1.1

ELECTION OF DIRECTOR: ROBERT M. COUCH

Management

For

For

1.2

ELECTION OF DIRECTOR: MORRIS A. DAVIS

Management

For

For

1.3

ELECTION OF DIRECTOR: RANDY E. DOBBS

Management

For

For

1.4

ELECTION OF DIRECTOR: LARRY K. HARVEY

Management

For

For

1.5

ELECTION OF DIRECTOR: PRUE B. LAROCCA

Management

For

For

1.6

ELECTION OF DIRECTOR: ALVIN N. PURYEAR

Management

For

For

1.7

ELECTION OF DIRECTOR: MALON WILKUS

Management

For

For

1.8

ELECTION OF DIRECTOR: JOHN R. ERICKSON

Management

For

For

1.9

ELECTION OF DIRECTOR: SAMUEL A. FLAX

Management

For

For

2.

TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL AUTHORIZED SHARES OF OUR PREFERRED STOCK FROM 10,000,000 TO 20,000,000.

Management

For

For

3.

RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

6,000

0

28-Mar-2013

28-Mar-2013

AMERICAN ELECTRIC POWER COMPANY, INC.

Security

025537101

Meeting Type

Annual

Ticker Symbol

AEP

Meeting Date

23-Apr-2013

ISIN

US0255371017

Agenda

933745107 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: NICHOLAS K. AKINS

Management

For

For

1B.

ELECTION OF DIRECTOR: DAVID J. ANDERSON

Management

For

For

1C.

ELECTION OF DIRECTOR: RALPH D. CROSBY, JR.

Management

For

For

1D.

ELECTION OF DIRECTOR: LINDA A. GOODSPEED

Management

For

For

1E.

ELECTION OF DIRECTOR: THOMAS E. HOAGLIN

Management

For

For

1F.

ELECTION OF DIRECTOR: SANDRA BEACH LIN

Management

For

For

1G.

ELECTION OF DIRECTOR: MICHAEL G. MORRIS

Management

For

For

1H.

ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT

Management

For

For

1I.

ELECTION OF DIRECTOR: LIONEL L. NOWELL III

Management

For

For

1J.

ELECTION OF DIRECTOR: STEPHEN S. RASMUSSEN

Management

For

For

1K.

ELECTION OF DIRECTOR: OLIVER G. RICHARD, III

Management

For

For

1L.

ELECTION OF DIRECTOR: RICHARD L. SANDOR

Management

For

For

1M.

ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER

Management

For

For

1N.

ELECTION OF DIRECTOR: JOHN F. TURNER

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

3.

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

4.

SHAREHOLDER PROPOSAL FOR LOBBYING DISCLOSURE REPORT.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

18-Mar-2013

18-Mar-2013

AMERICAN EXPRESS COMPANY

Security

025816109

Meeting Type

Annual

Ticker Symbol

AXP

Meeting Date

29-Apr-2013

ISIN

US0258161092

Agenda

933746402 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

C. BARSHEFSKY

For

For

2

U.M. BURNS

For

For

3

K.I. CHENAULT

For

For

4

P. CHERNIN

For

For

5

A. LAUVERGEON

For

For

6

T.J. LEONSIS

For

For

7

R.C. LEVIN

For

For

8

R.A. MCGINN

For

For

9

S.J. PALMISANO

For

For

10

S.S REINEMUND

For

For

11

D.L. VASELLA

For

For

12

R.D. WALTER

For

For

13

R.A. WILLIAMS

For

For

2.

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

3.

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

4.

SHAREHOLDER PROPOSAL RELATING TO SEPARATION OF CHAIRMAN AND CEO ROLES.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

800

0

18-Mar-2013

18-Mar-2013

AMERISOURCEBERGEN CORPORATION

Security

03073E105

Meeting Type

Annual

Ticker Symbol

ABC

Meeting Date

28-Feb-2013

ISIN

US03073E1055

Agenda

933725890 - Management

Item

Proposal

Type

Vote

For/Against Management

1.1

ELECTION OF DIRECTOR: STEVEN H. COLLIS

Management

For

For

1.2

ELECTION OF DIRECTOR: DOUGLAS R. CONANT

Management

For

For

1.3

ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER

Management

For

For

1.4

ELECTION OF DIRECTOR: RICHARD C. GOZON

Management

For

For

1.5

ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER

Management

For

For

1.6

ELECTION OF DIRECTOR: KATHLEEN W. HYLE

Management

For

For

1.7

ELECTION OF DIRECTOR: MICHAEL J. LONG

Management

For

For

1.8

ELECTION OF DIRECTOR: HENRY W. MCGEE

Management

For

For

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

07-Feb-2013

07-Feb-2013

ANNALY CAPITAL MANAGEMENT, INC.

Security

035710409

Meeting Type

Annual

Ticker Symbol

NLY

Meeting Date

23-May-2013

ISIN

US0357104092

Agenda

933788258 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: KEVIN P. BRADY

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1B.

ELECTION OF DIRECTOR: E. WAYNE NORDBERG

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1C.

ELECTION OF DIRECTOR: KEVIN G. KEYES

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1D.

ELECTION OF DIRECTOR: JOHN H. SCHAEFER

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

THE MANAGEMENT EXTERNALIZATION PROPOSAL TO APPROVE OUR ENTERING INTO A MANAGEMENT AGREEMENT WITH THE MANAGER.

Management

For

For

3.

THE PROPOSAL TO APPROVE A NON- BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

Management

For

For

4.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2013 FISCAL YEAR.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

5,000

0

15-Apr-2013

15-Apr-2013

APPLE INC.

Security

037833100

Meeting Type

Annual

Ticker Symbol

AAPL

Meeting Date

27-Feb-2013

ISIN

US0378331005

Agenda

933725042 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

WILLIAM CAMPBELL

For

For

2

TIMOTHY COOK

For

For

3

MILLARD DREXLER

For

For

4

AL GORE

For

For

5

ROBERT IGER

For

For

6

ANDREA JUNG

For

For

7

ARTHUR LEVINSON

For

For

8

RONALD SUGAR

For

For

2.

AMENDMENT OF APPLE'S RESTATED ARTICLES OF INCORPORATION TO (I) ELIMINATE CERTAIN LANGUAGE RELATING TO TERM OF OFFICE OF DIRECTORS IN ORDER TO FACILITATE THE ADOPTION OF MAJORITY VOTING FOR ELECTION OF DIRECTORS, (II) ELIMINATE "BLANK CHECK" PREFERRED STOCK, (III) ESTABLISH A PAR VALUE FOR COMPANY'S COMMON STOCK OF $0.00001 PER SHARE AND (IV) MAKE OTHER CHANGES.

Management

Against

Against

3.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

4.

A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

5.

A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK."

Shareholder

Against

For

6.

A SHAREHOLDER PROPOSAL ENTITLED "BOARD COMMITTEE ON HUMAN RIGHTS."

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

250

0

07-Feb-2013

07-Feb-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

250

0

07-Feb-2013

07-Feb-2013

ASTRAZENECA PLC

Security

046353108

Meeting Type

Annual

Ticker Symbol

AZN

Meeting Date

25-Apr-2013

ISIN

US0463531089

Agenda

933755918 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO RECEIVE THE COMPANY'S ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2012

Management

For

For

2.

TO CONFIRM DIVIDENDS

Management

For

For

3.

TO RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR

Management

For

For

4.

TO AUTHORISE THE DIRECTORS TO AGREE TO THE REMUNERATION OF THE AUDITOR

Management

For

For

5A.

RE-ELECTION OF DIRECTOR: LEIF JOHANSSON

Management

For

For

5B.

RE-ELECTION OF DIRECTOR: PASCAL SORIOT

Management

For

For

5C.

RE-ELECTION OF DIRECTOR: SIMON LOWTH

Management

For

For

5D.

RE-ELECTION OF DIRECTOR: GENEVIEVE BERGER

Management

For

For

5E.

RE-ELECTION OF DIRECTOR: BRUCE BURLINGTON

Management

For

For

5F.

RE-ELECTION OF DIRECTOR: GRAHAM CHIPCHASE

Management

For

For

5G.

RE-ELECTION OF DIRECTOR: JEAN-PHILIPPE COURTOIS

Management

For

For

5H.

RE-ELECTION OF DIRECTOR: RUDY MARKHAM

Management

For

For

5I.

RE-ELECTION OF DIRECTOR: NANCY ROTHWELL

Management

For

For

5J.

RE-ELECTION OF DIRECTOR: SHRITI VADERA

Management

For

For

5K.

RE-ELECTION OF DIRECTOR: JOHN VARLEY

Management

For

For

5L.

RE-ELECTION OF DIRECTOR: MARCUS WALLENBERG

Management

For

For

6.

TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012

Management

For

For

7.

TO AUTHORISE LIMITED EU POLITICAL DONATIONS

Management

For

For

8.

TO AUTHORISE THE DIRECTORS TO ALLOT SHARES

Management

For

For

9.

TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS

Management

For

For

10.

TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES

Management

For

For

11.

TO REDUCE THE NOTICE PERIOD FOR GENERAL MEETINGS

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

3,000

0

28-Mar-2013

28-Mar-2013

AT&T INC.

Security

00206R102

Meeting Type

Annual

Ticker Symbol

T

Meeting Date

26-Apr-2013

ISIN

US00206R1023

Agenda

933744016 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: RANDALL L. STEPHENSON

Management

For

For

1B.

ELECTION OF DIRECTOR: GILBERT F. AMELIO

Management

For

For

1C.

ELECTION OF DIRECTOR: REUBEN V. ANDERSON

Management

For

For

1D.

ELECTION OF DIRECTOR: JAMES H. BLANCHARD

Management

For

For

1E.

ELECTION OF DIRECTOR: JAIME CHICO PARDO

Management

For

For

1F.

ELECTION OF DIRECTOR: SCOTT T. FORD

Management

For

For

1G.

ELECTION OF DIRECTOR: JAMES P. KELLY

Management

For

For

1H.

ELECTION OF DIRECTOR: JON C. MADONNA

Management

For

For

1I.

ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER

Management

For

For

1J.

ELECTION OF DIRECTOR: JOHN B. MCCOY

Management

For

For

1K.

ELECTION OF DIRECTOR: JOYCE M. ROCHE

Management

For

For

1L.

ELECTION OF DIRECTOR: MATTHEW K. ROSE

Management

For

For

1M.

ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON

Management

For

For

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.

Management

For

For

3.

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.

Management

For

For

4.

APPROVE STOCK PURCHASE AND DEFERRAL PLAN.

Management

For

For

5.

POLITICAL CONTRIBUTIONS REPORT.

Shareholder

Against

For

6.

LEAD BATTERIES REPORT.

Shareholder

Against

For

7.

COMPENSATION PACKAGES.

Shareholder

Against

For

8.

INDEPENDENT BOARD CHAIRMAN.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

3,000

0

18-Mar-2013

18-Mar-2013

AVON PRODUCTS, INC.

Security

054303102

Meeting Type

Annual

Ticker Symbol

AVP

Meeting Date

02-May-2013

ISIN

US0543031027

Agenda

933779146 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

DOUGLAS R. CONANT

For

For

2

W. DON CORNWELL

For

For

3

V. ANN HAILEY

For

For

4

FRED HASSAN

For

For

5

MARIA ELENA LAGOMASINO

For

For

6

SHERI S. MCCOY

For

For

7

ANN S. MOORE

For

For

8

CHARLES H. NOSKI

For

For

9

GARY M. RODKIN

For

For

10

PAULA STERN

For

For

2.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

3.

APPROVAL OF 2013 STOCK INCENTIVE PLAN.

Management

For

For

4.

APPROVAL OF 2013 - 2017 EXECUTIVE INCENTIVE PLAN.

Management

For

For

5.

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

6.

RESOLUTION REQUESTING A REPORT ON SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

15,000

0

15-Apr-2013

15-Apr-2013

BCE INC.

Security

05534B760

Meeting Type

Annual

Ticker Symbol

BCE

Meeting Date

09-May-2013

ISIN

CA05534B7604

Agenda

933759598 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

B.K. ALLEN

For

For

2

A. BÉRARD

For

For

3

R.A. BRENNEMAN

For

For

4

S. BROCHU

For

For

5

R.E. BROWN

For

For

6

G.A. COPE

For

For

7

D.F. DENISON

For

For

8

A.S. FELL

For

For

9

E.C. LUMLEY

For

For

10

T.C. O'NEILL

For

For

11

J. PRENTICE

For

For

12

R.C. SIMMONDS

For

For

13

C. TAYLOR

For

For

14

P.R. WEISS

For

For

02

APPOINTMENT OF DELOITTE LLP AS AUDITORS.

Management

For

For

03

RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE 2013 MANAGEMENT PROXY CIRCULAR DATED MARCH 7, 2013 DELIVERED IN ADVANCE OF THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BCE INC.

Management

For

For

4A

PROPOSAL NO. 1 EQUITY RATIO

Shareholder

Against

For

4B

PROPOSAL NO. 2 CRITICAL MASS OF QUALIFIED WOMEN ON BOARD OF DIRECTORS

Shareholder

Against

For

4C

PROPOSAL NO. 3 POST-EXECUTIVE COMPENSATION ADVISORY VOTE DISCLOSURE

Shareholder

Against

For

4D

PROPOSAL NO. 4 RISK MANAGEMENT COMMITTEE

Shareholder

Against

For

4E

PROPOSAL NO. 5 DIVERSITY POLICIES AND INITIATIVES

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

28-Mar-2013

28-Mar-2013

BERKSHIRE HATHAWAY INC.

Security

084670702

Meeting Type

Annual

Ticker Symbol

BRKB

Meeting Date

04-May-2013

ISIN

US0846707026

Agenda

933747529 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

WARREN E. BUFFETT

For

For

2

CHARLES T. MUNGER

For

For

3

HOWARD G. BUFFETT

For

For

4

STEPHEN B. BURKE

For

For

5

SUSAN L. DECKER

For

For

6

WILLIAM H. GATES III

For

For

7

DAVID S. GOTTESMAN

For

For

8

CHARLOTTE GUYMAN

For

For

9

DONALD R. KEOUGH

For

For

10

THOMAS S. MURPHY

For

For

11

RONALD L. OLSON

For

For

12

WALTER SCOTT, JR.

For

For

13

MERYL B. WITMER

For

For

2.

SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

18-Mar-2013

18-Mar-2013

BUCKEYE PARTNERS, L.P.

Security

118230101

Meeting Type

Annual

Ticker Symbol

BPL

Meeting Date

04-Jun-2013

ISIN

US1182301010

Agenda

933802072 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

OLIVER G. RICHARD, III

Withheld

Against

2

CLARK C. SMITH

Withheld

Against

3

FRANK S. SOWINSKI

Withheld

Against

2.

THE APPROVAL OF THE BUCKEYE PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN.

Management

For

For

3.

THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS BUCKEYE PARTNERS, L.P.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

07-May-2013

07-May-2013

CALAMOS CONV OPPS & INCOME FUND

Security

128117108

Meeting Type

Annual

Ticker Symbol

CHI

Meeting Date

21-Jun-2013

ISIN

US1281171082

Agenda

933834714 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

WESTON W. MARSH

Withheld

Against

2

STEPHEN B. TIMBERS

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

30,000

0

31-May-2013

31-May-2013

CEDAR FAIR, L.P.

Security

150185106

Meeting Type

Annual

Ticker Symbol

FUN

Meeting Date

06-Jun-2013

ISIN

US1501851067

Agenda

933827822 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

ERIC L. AFFELDT

Withheld

Against

2

JOHN M. SCOTT III

Withheld

Against

3

D. SCOTT OLIVET

Withheld

Against

2.

TO CONFIRM THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

3.

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

15,000

0

21-May-2013

21-May-2013

CHEVRON CORPORATION

Security

166764100

Meeting Type

Annual

Ticker Symbol

CVX

Meeting Date

29-May-2013

ISIN

US1667641005

Agenda

933786874 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: L.F. DEILY

Management

For

For

1B.

ELECTION OF DIRECTOR: R.E. DENHAM

Management

For

For

1C.

ELECTION OF DIRECTOR: A.P. GAST

Management

For

For

1D.

ELECTION OF DIRECTOR: E. HERNANDEZ

Management

For

For

1E.

ELECTION OF DIRECTOR: G.L. KIRKLAND

Management

For

For

1F.

ELECTION OF DIRECTOR: C.W. MOORMAN

Management

For

For

1G.

ELECTION OF DIRECTOR: K.W. SHARER

Management

For

For

1H.

ELECTION OF DIRECTOR: J.G. STUMPF

Management

For

For

1I.

ELECTION OF DIRECTOR: R.D. SUGAR

Management

For

For

1J.

ELECTION OF DIRECTOR: C. WARE

Management

For

For

1K.

ELECTION OF DIRECTOR: J.S. WATSON

Management

For

For

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Management

For

For

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Management

For

For

4.

APPROVAL OF AMENDMENTS TO LONG- TERM INCENTIVE PLAN

Management

For

For

5.

SHALE ENERGY OPERATIONS

Shareholder

Against

For

6.

OFFSHORE OIL WELLS

Shareholder

Against

For

7.

CLIMATE RISK

Shareholder

Against

For

8.

LOBBYING DISCLOSURE

Shareholder

Against

For

9.

CESSATION OF USE OF CORPORATE FUNDS FOR POLITICAL PURPOSES

Shareholder

Against

For

10.

CUMULATIVE VOTING

Shareholder

Against

For

11.

SPECIAL MEETINGS

Shareholder

Against

For

12.

INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE

Shareholder

Against

For

13.

COUNTRY SELECTION GUIDELINES

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

CISCO SYSTEMS, INC.

Security

17275R102

Meeting Type

Annual

Ticker Symbol

CSCO

Meeting Date

15-Nov-2012

ISIN

US17275R1023

Agenda

933691708 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: CAROL A. BARTZ

Management

For

For

1B.

ELECTION OF DIRECTOR: MARC BENIOFF

Management

For

For

1C.

ELECTION OF DIRECTOR: M. MICHELE BURNS

Management

For

For

1D.

ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS

Management

For

For

1E.

ELECTION OF DIRECTOR: LARRY R. CARTER

Management

For

For

1F.

ELECTION OF DIRECTOR: JOHN T. CHAMBERS

Management

For

For

1G.

ELECTION OF DIRECTOR: BRIAN L. HALLA

Management

For

For

1H.

ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY

Management

For

For

1I

ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON

Management

For

For

1J.

ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH

Management

For

For

1K.

ELECTION OF DIRECTOR: RODERICK C. MCGEARY

Management

For

For

1L.

ELECTION OF DIRECTOR: ARUN SARIN

Management

For

For

1M.

ELECTION OF DIRECTOR: STEVEN M. WEST

Management

For

For

2.

APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXECUTIVE INCENTIVE PLAN.

Management

For

For

3.

APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.

Management

For

For

4.

RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.

Management

For

For

5.

APPROVAL TO HAVE CISCO'S BOARD ADOPT A POLICY TO HAVE AN INDEPENDENT BOARD CHAIRMAN WHENEVER POSSIBLE.

Shareholder

Against

For

6.

APPROVAL TO REQUEST CISCO MANAGEMENT TO PREPARE A REPORT ON "CONFLICT MINERALS" IN CISCO'S SUPPLY CHAIN.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

10,000

0

02-Oct-2012

02-Oct-2012

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

5,700

0

02-Oct-2012

02-Oct-2012

CME GROUP INC.

Security

12572Q105

Meeting Type

Annual

Ticker Symbol

CME

Meeting Date

22-May-2013

ISIN

US12572Q1058

Agenda

933784781 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

TERRENCE A. DUFFY

For

For

2

CHARLES P. CAREY

For

For

3

MARK E. CERMAK

For

For

4

MARTIN J. GEPSMAN

For

For

5

LEO MELAMED

For

For

6

JOSEPH NICIFORO

For

For

7

C.C. ODOM II

For

For

8

JOHN F. SANDNER

For

For

9

DENNIS A. SUSKIND

For

For

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

3.

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

4.

SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,300

0

15-Apr-2013

15-Apr-2013

COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV

Security

20441W203

Meeting Type

Special

Ticker Symbol

ABV

Meeting Date

29-Apr-2013

ISIN

US20441W2035

Agenda

933796875 - Management

Item

Proposal

Type

Vote

For/Against Management

O3

ELECTION OF MEMBERS OF THE COMPANY'S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

5,000

0

24-Apr-2013

24-Apr-2013

CONSOLIDATED COMMUNICATIONS HLDGS, INC.

Security

209034107

Meeting Type

Annual

Ticker Symbol

CNSL

Meeting Date

07-May-2013

ISIN

US2090341072

Agenda

933773194 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

ROGER H. MOORE

Withheld

Against

2

THOMAS A. GERKE

Withheld

Against

2.

APPROVAL OF ERNST & YOUNG, LLP, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

5,500

0

15-Apr-2013

15-Apr-2013

CONSTELLATION BRANDS, INC.

Security

21036P108

Meeting Type

Annual

Ticker Symbol

STZ

Meeting Date

24-Jul-2013

ISIN

US21036P1084

Agenda

933848458 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

JERRY FOWDEN

For

For

2

BARRY A. FROMBERG

For

For

3

ROBERT L. HANSON

For

For

4

JEANANNE K. HAUSWALD

For

For

5

JAMES A. LOCKE III

For

For

6

RICHARD SANDS

For

For

7

ROBERT SANDS

For

For

8

JUDY A. SCHMELING

For

For

9

PAUL L. SMITH

For

For

10

KEITH E. WANDELL

For

For

11

MARK ZUPAN

For

For

2.

PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2014

Management

For

For

3.

PROPOSAL TO APPROVE, BY AN ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT

Management

For

For

4.

PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S 1989 EMPLOYEE STOCK PURCHASE PLAN

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

25-Jun-2013

25-Jun-2013

CORRECTIONS CORPORATION OF AMERICA

Security

22025Y407

Meeting Type

Annual

Ticker Symbol

CXW

Meeting Date

16-May-2013

ISIN

US22025Y4070

Agenda

933770794 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: JOHN D. FERGUSON

Management

For

For

1B.

ELECTION OF DIRECTOR: DAMON T. HININGER

Management

For

For

1C.

ELECTION OF DIRECTOR: DONNA M. ALVARADO

Management

For

For

1D.

ELECTION OF DIRECTOR: WILLIAM F. ANDREWS

Management

For

For

1E.

ELECTION OF DIRECTOR: JOHN D. CORRENTI

Management

For

For

1F.

ELECTION OF DIRECTOR: DENNIS W. DECONCINI

Management

For

For

1G.

ELECTION OF DIRECTOR: ROBERT J. DENNIS

Management

For

For

1H.

ELECTION OF DIRECTOR: JOHN R. HORNE

Management

For

For

1I.

ELECTION OF DIRECTOR: C. MICHAEL JACOBI

Management

For

For

1J.

ELECTION OF DIRECTOR: ANNE L. MARIUCCI

Management

For

For

1K.

ELECTION OF DIRECTOR: THURGOOD MARSHALL, JR.

Management

For

For

1L.

ELECTION OF DIRECTOR: CHARLES L. OVERBY

Management

For

For

1M.

ELECTION OF DIRECTOR: JOHN R. PRANN, JR.

Management

For

For

1N.

ELECTION OF DIRECTOR: JOSEPH V. RUSSELL

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

3.

ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

Management

For

For

4.

CHARTER AMENDMENTS AND A RESTATEMENT OF THE COMPANY'S CHARTER.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

15,000

0

15-Apr-2013

15-Apr-2013

CPFL ENERGIA S.A.

Security

126153105

Meeting Type

Special

Ticker Symbol

CPL

Meeting Date

20-Feb-2013

ISIN

US1261531057

Agenda

933729747 - Management

Item

Proposal

Type

Vote

For/Against Management

I

TO ACKNOWLEDGE THE RESIGNATION OF A SITTING MEMBER OF THE COMPANY'S BOARD OF DIRECTORS AND TO ELECT ITS SUBSTITUTE, PURSUANT TO ITEM 4.3 OF THE "NOVO MERCADO'S" LISTING RULES AND OF THE ARTICLE 15, PARAGRAPH 1, OF THE COMPANY'S BYLAWS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

4,500

0

07-Feb-2013

07-Feb-2013

CPFL ENERGIA S.A.

Security

126153105

Meeting Type

Annual

Ticker Symbol

CPL

Meeting Date

19-Apr-2013

ISIN

US1261531057

Agenda

933756148 - Management

Item

Proposal

Type

Vote

For/Against Management

A)

RECEIVE THE MANAGEMENT ACCOUNTS AND EXAMINE, DISCUSS AND VOTE ON THE FINANCIAL STATEMENTS OF THE COMPANY, THE INDEPENDENT AUDITORS' REPORT AND THE FISCAL COUNCIL'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

Management

For

B)

APPROVE THE PROPOSAL FOR THE ALLOCATION OF NET INCOME FOR FISCAL YEAR 2012 AND THE DISTRIBUTION OF DIVIDENDS

Management

For

C)

ELECT THE MEMBERS AND ALTERNATE MEMBERS OF THE BOARD OF DIRECTORS

Management

For

D)

ELECT THE MEMBERS AND ALTERNATE MEMBERS OF THE FISCAL COUNCIL

Management

For

E)

DETERMINE THE COMPENSATION OF THE MANAGERS OF THE COMPANY

Management

For

F)

DETERMINE THE FEES TO BE PAID TO MEMBERS OF THE FISCAL COUNCIL

Management

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

4,500

0

28-Mar-2013

28-Mar-2013

CPFL ENERGIA S.A.

Security

126153105

Meeting Type

Special

Ticker Symbol

CPL

Meeting Date

28-Jun-2013

ISIN

US1261531057

Agenda

933845539 - Management

Item

Proposal

Type

Vote

For/Against Management

A)

APPROVE THE PROPOSED AMENDMENT TO THE BYLAWS OF THE COMPANY, TO INCLUDE THE CREATION OF A "RESERVE FOR ADJUSTMENT OF THE CONCESSION FINANCIAL ASSETS", WITH SUBSEQUENT AMENDMENT TO ITEMS "A" AND "C" AND ADDITION OF ITEMS "D" AND "E" OF PARAGRAPH 2, ARTICLE 27 OF THE BYLAWS.

Management

For

B)

APPROVE THE TRANSFER OF THE BALANCE OF THE "INVESTMENT RESERVE" TO THE "RESERVE FOR ADJUSTMENT OF THE CONCESSION FINANCIAL ASSETS".

Management

For

C)

APPROVE THE RESTATED BYLAWS.

Management

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

4,500

0

11-Jun-2013

11-Jun-2013

CUBIST PHARMACEUTICALS, INC.

Security

229678107

Meeting Type

Annual

Ticker Symbol

CBST

Meeting Date

12-Jun-2013

ISIN

US2296781071

Agenda

933802298 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

1

MR. MICHAEL BONNEY

Withheld

Against

2

MARK CORRIGAN, M.D.

Withheld

Against

3

MS. ALISON LAWTON

Withheld

Against

2.

ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

3.

APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED BY-LAWS TO IMPLEMENT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS BEGINNING WITH OUR 2014 ANNUAL MEETING OF STOCKHOLDERS.

Management

For

For

4.

APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED BY-LAWS TO MAKE CERTAIN CHANGES RELATED TO CUBIST'S RECENT SEPARATION OF THE ROLES OF CHIEF EXECUTIVE OFFICER AND PRESIDENT.

Management

For

For

5.

APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED BY-LAWS TO MAKE CERTAIN CHANGES REGARDING THE CONDUCT OF, AND PROCEDURES FOR, OUR STOCKHOLDER MEETINGS.

Management

For

For

6.

APPROVAL OF THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION.

Management

For

For

7.

RATIFICATION OF OUR SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

07-May-2013

07-May-2013

DAVITA HEALTHCARE PARTNERS, INC.

Security

23918K108

Meeting Type

Annual

Ticker Symbol

DVA

Meeting Date

17-Jun-2013

ISIN

US23918K1088

Agenda

933811730 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: PAMELA M. ARWAY

Management

For

For

1B.

ELECTION OF DIRECTOR: CHARLES G. BERG

Management

For

For

1C.

ELECTION OF DIRECTOR: CAROL ANTHONY DAVIDSON

Management

For

For

1D.

ELECTION OF DIRECTOR: PAUL J. DIAZ

Management

For

For

1E.

ELECTION OF DIRECTOR: PETER T. GRAUER

Management

For

For

1F.

ELECTION OF DIRECTOR: ROBERT J. MARGOLIS

Management

For

For

1G.

ELECTION OF DIRECTOR: JOHN M. NEHRA

Management

For

For

1H.

ELECTION OF DIRECTOR: WILLIAM L. ROPER

Management

For

For

1I.

ELECTION OF DIRECTOR: KENT J. THIRY

Management

For

For

1J.

ELECTION OF DIRECTOR: ROGER J. VALINE

Management

For

For

2.

TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.

Management

For

For

3.

TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

4.

TO ADOPT AND APPROVE AN AMENDMENT TO OUR 2011 INCENTIVE AWARD PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

5.

TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING EXECUTIVE PAY.

Shareholder

Against

For

6.

TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING LOBBYING.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

07-May-2013

07-May-2013

DEVON ENERGY CORPORATION

Security

25179M103

Meeting Type

Annual

Ticker Symbol

DVN

Meeting Date

05-Jun-2013

ISIN

US25179M1036

Agenda

933803086 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

ROBERT H. HENRY

For

For

2

JOHN A. HILL

For

For

3

MICHAEL M. KANOVSKY

For

For

4

ROBERT A. MOSBACHER, JR

For

For

5

J. LARRY NICHOLS

For

For

6

DUANE C. RADTKE

For

For

7

MARY P. RICCIARDELLO

For

For

8

JOHN RICHELS

For

For

2.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

3.

RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS FOR 2013.

Management

For

For

4.

REPORT DISCLOSING LOBBYING POLICIES AND PRACTICES.

Shareholder

Against

For

5.

MAJORITY VOTE STANDARD FOR DIRECTOR ELECTIONS.

Shareholder

Against

For

6.

RIGHT TO ACT BY WRITTEN CONSENT.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

750

0

07-May-2013

07-May-2013

DOMINION RESOURCES, INC.

Security

25746U109

Meeting Type

Annual

Ticker Symbol

D

Meeting Date

03-May-2013

ISIN

US25746U1097

Agenda

933752289 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: WILLIAM P. BARR

Management

For

For

1B.

ELECTION OF DIRECTOR: PETER W. BROWN, M.D.

Management

For

For

1C.

ELECTION OF DIRECTOR: HELEN E. DRAGAS

Management

For

For

1D.

ELECTION OF DIRECTOR: JAMES O. ELLIS, JR.

Management

For

For

1E.

ELECTION OF DIRECTOR: THOMAS F. FARRELL II

Management

For

For

1F.

ELECTION OF DIRECTOR: JOHN W. HARRIS

Management

For

For

1G.

ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR.

Management

For

For

1H.

ELECTION OF DIRECTOR: MARK J. KINGTON

Management

For

For

1I.

ELECTION OF DIRECTOR: PAMELA J. ROYAL, M.D.

Management

For

For

1J.

ELECTION OF DIRECTOR: ROBERT H. SPILMAN, JR.

Management

For

For

1K.

ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK

Management

For

For

1L.

ELECTION OF DIRECTOR: DAVID A. WOLLARD

Management

For

For

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR 2013

Management

For

For

3.

ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION (SAY ON PAY)

Management

For

For

4.

APPROVAL OF AMENDMENT TO BYLAWS TO ALLOW SHAREHOLDERS TO CALL SPECIAL MEETINGS

Management

For

For

5.

REPORT ON FUTURE POLICY TO END USE OF MOUNTAINTOP REMOVAL COAL

Shareholder

Against

For

6.

SUSTAINABILITY AS A PERFORMANCE MEASURE FOR EXECUTIVE COMPENSATION

Shareholder

Against

For

7.

POLICY RELATED TO MINIMIZING STORAGE OF NUCLEAR WASTE IN SPENT FUEL POOLS

Shareholder

Against

For

8.

REPORT ON THE FINANCIAL RISKS TO DOMINION POSED BY CLIMATE CHANGE

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

4,000

0

28-Mar-2013

28-Mar-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

28-Mar-2013

28-Mar-2013

DUKE ENERGY CORPORATION

Security

26441C204

Meeting Type

Annual

Ticker Symbol

DUK

Meeting Date

02-May-2013

ISIN

US26441C2044

Agenda

933746705 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

WILLIAM BARNET, III

For

For

2

G. ALEX BERNHARDT, SR.

For

For

3

MICHAEL G. BROWNING

For

For

4

HARRIS E. DELOACH, JR.

For

For

5

DANIEL R. DIMICCO

For

For

6

JOHN H. FORSGREN

For

For

7

ANN M. GRAY

For

For

8

JAMES H. HANCE, JR.

For

For

9

JOHN T. HERRON

For

For

10

JAMES B. HYLER, JR.

For

For

11

E. MARIE MCKEE

For

For

12

E. JAMES REINSCH

For

For

13

JAMES T. RHODES

For

For

14

JAMES E. ROGERS

For

For

15

CARLOS A. SALADRIGAS

For

For

16

PHILIP R. SHARP

For

For

2.

RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2013

Management

For

For

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Management

For

For

4.

APPROVAL OF THE AMENDED DUKE ENERGY CORPORATION EXECUTIVE SHORT-TERM INCENTIVE PLAN

Management

For

For

5.

SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT

Shareholder

Against

For

6.

SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE MAJORITY VOTING FOR THE ELECTION OF DIRECTORS

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

1,000

0

28-Mar-2013

28-Mar-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

9,187

0

28-Mar-2013

28-Mar-2013

ELI LILLY AND COMPANY

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

06-May-2013

ISIN

US5324571083

Agenda

933750057 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: R. ALVAREZ

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1B.

ELECTION OF DIRECTOR: W. BISCHOFF

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1C.

ELECTION OF DIRECTOR: R.D. HOOVER

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1D.

ELECTION OF DIRECTOR: F.G. PRENDERGAST

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1E.

ELECTION OF DIRECTOR: K.P. SEIFERT

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2013.

Management

For

For

3.

APPROVE, BY NON-BINDING VOTE, COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Management

For

For

4.

REAPPROVE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE 2002 LILLY STOCK PLAN.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

3,000

0

28-Mar-2013

28-Mar-2013

ENCANA CORPORATION

Security

292505104

Meeting Type

Annual

Ticker Symbol

ECA

Meeting Date

23-Apr-2013

ISIN

CA2925051047

Agenda

933761442 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

PETER A. DEA

For

For

2

CLAIRE S. FARLEY

For

For

3

FRED J. FOWLER

For

For

4

SUZANNE P. NIMOCKS

For

For

5

DAVID P. O'BRIEN

For

For

6

JANE L. PEVERETT

For

For

7

BRIAN G. SHAW

For

For

8

BRUCE G. WATERMAN

For

For

9

CLAYTON H. WOITAS

For

For

02

APPOINTMENT OF AUDITOR - PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS

Management

For

For

03

ADVISORY VOTE APPROVING THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION

Management

For

For

04

RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

250

0

15-Apr-2013

15-Apr-2013

ENERSIS S.A.

Security

29274F104

Meeting Type

Special

Ticker Symbol

ENI

Meeting Date

20-Dec-2012

ISIN

US29274F1049

Agenda

933711372 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

APPROVE A RELATED PARTY TRANSACTION THAT CONSISTS OF THE CAPITAL INCREASE, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

2.

INCREASE THE ISSUED CAPITAL BY AN AMOUNT DETERMINED IN CHILEAN PESOS ("CH$").

Management

For

For

3.

APPROVE ALL OF THE NON-MONETARY CONTRIBUTIONS THAT MAY BE CAPITALIZED AND THEIR RESPECTIVE CONTRIBUTION VALUES.

Management

For

For

4.

AGREE ON A SUBSCRIPTION PRICE OF SHARES TO BE ISSUED BY COMPANY, OR ESTABLISH A FORMULA TO DETERMINE THE SUBSCRIPTION PRICE.

Management

For

For

5.

ESTABLISH I) SHARE SUBSCRIPTION OFFER, II) OFFER FOR REMAINING SHARES NOT SUBSCRIBED WITHIN INITIAL PERIOD, III) DEADLINES.

Management

For

For

6.

APPROVE THAT ALL THE SHARE SUBSCRIPTION CONTRACTS SHOULD BE SUBJECT TO THE FULFILLMENT, ALL AS MORE FULLY DESCRIBED.

Management

For

For

7.

TO APPROVE THE USE OF PROCEEDS FROM THE CAPITAL INCREASE.

Management

For

For

8.

AMEND ARTICLES FIFTH AND SECOND OF THE COMPANY'S BYLAWS.

Management

For

For

9.

AGREE ON THOSE OTHER ASPECTS OF THE DESCRIBED CAPITAL INCREASE TRANSACTION THAT THE MEETING DEEMS APPROPRIATE TO APPROVE.

Management

For

For

10.

ADOPT ALL AGREEMENTS NECESSARY AND CONVENIENT FOR DEVELOPMENT AND IMPLEMENTATION OF RESPECTIVE DECISIONS ADOPTED BY MEETING.

Management

For

For

11.

RATIFY THE SELECTION OF A THIRD CREDIT RATING AGENCY DESIGNATED BY THE BOARD OF DIRECTORS OF THE COMPANY.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

28-Nov-2012

28-Nov-2012

ENERSIS S.A.

Security

29274F104

Meeting Type

Annual

Ticker Symbol

ENI

Meeting Date

16-Apr-2013

ISIN

US29274F1049

Agenda

933762280 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

APPROVAL OF ANNUAL REPORT, FINANCIAL STATEMENTS, REPORT OF THE EXTERNAL AUDITORS AND ACCOUNT INSPECTORS FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2012.

Management

For

For

2.

APPROVAL OF PROFITS AND DIVIDENDS DISTRIBUTION.

Management

For

For

3.

ELECTION OF THE BOARD OF DIRECTORS.

Management

For

For

4.

COMPENSATION FOR THE BOARD OF DIRECTORS.

Management

For

For

5.

COMPENSATION FOR THE DIRECTORS' COMMITTEE AND APPROVAL OF THEIR 2013 BUDGET.

Management

For

For

7.

APPOINTMENT OF AN EXTERNAL AUDITING FIRM GOVERNED BY CHAPTER XXVIII OF SECURITIES MARKET LAW 18,045.

Management

For

For

8.

ELECTION OF TWO ACCOUNT INSPECTORS AND THEIR SUBSTITUTES, AS WELL AS THEIR COMPENSATION.

Management

For

For

9.

APPOINTMENT OF RISK RATING AGENCIES.

Management

For

For

10.

APPROVAL OF THE INVESTMENT AND FINANCING POLICY.

Management

For

For

14.

OTHER MATTERS OF INTEREST AND COMPETENCE OF THE ORDINARY SHAREHOLDERS' MEETING.

Management

For

For

15.

OTHER NECESSARY RESOLUTIONS FOR THE PROPER IMPLEMENTATION OF THE ABOVE MENTIONED AGREEMENTS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

28-Mar-2013

28-Mar-2013

ENSCO PLC

Security

G3157S106

Meeting Type

Annual

Ticker Symbol

ESV

Meeting Date

20-May-2013

ISIN

GB00B4VLR192

Agenda

933777320 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO RE-ELECT FRANCIS S. KALMAN AS A DIRECTOR OF ENSCO PLC.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

TO ELECT ROXANNE J. DECYK AS A DIRECTOR OF ENSCO PLC.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

3.

TO ELECT MARY FRANCIS CBE AS A DIRECTOR OF ENSCO PLC.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4.

TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2013.

Management

For

For

5.

TO RE-APPOINT KPMG AUDIT PLC AS OUR U.K. STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY).

Management

For

For

6.

TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION.

Management

For

For

7.

A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

8.

A NON-BINDING VOTE TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012.

Management

For

For

9.

A NON-BINDING ADVISORY VOTE TO APPROVE THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2012.

Management

For

For

10.

TO ADOPT THE ARTICLES OF ASSOCIATION (PRODUCED AT THE MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION) AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION, WITH EFFECT FROM THE CONCLUSION OF THIS MEETING, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

11.

TO (I) APPROVE THE TERMS OF THE PROPOSED PURCHASE AGREEMENT OR AGREEMENTS AND (II) AUTHORISE THE COMPANY TO MAKE OFF-MARKET PURCHASES OF CLASS A ORDINARY SHARES PURSUANT TO SUCH AGREEMENT OR AGREEMENTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

2,000

0

15-Apr-2013

15-Apr-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

ENTERGY CORPORATION

Security

29364G103

Meeting Type

Annual

Ticker Symbol

ETR

Meeting Date

03-May-2013

ISIN

US29364G1031

Agenda

933766860 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: M.S. BATEMAN

Management

For

For

1B.

ELECTION OF DIRECTOR: L.P. DENAULT

Management

For

For

1C.

ELECTION OF DIRECTOR: G.W. EDWARDS

Management

For

For

1D.

ELECTION OF DIRECTOR: A.M. HERMAN

Management

For

For

1E.

ELECTION OF DIRECTOR: D.C. HINTZ

Management

For

For

1F.

ELECTION OF DIRECTOR: S.L. LEVENICK

Management

For

For

1G.

ELECTION OF DIRECTOR: B.L. LINCOLN

Management

For

For

1H.

ELECTION OF DIRECTOR: S.C. MYERS

Management

For

For

1I.

ELECTION OF DIRECTOR: W.J. TAUZIN

Management

For

For

1J.

ELECTION OF DIRECTOR: S.V. WILKINSON

Management

For

For

2.

RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013.

Management

For

For

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

4.

SHAREHOLDER PROPOSAL REGARDING LOBBYING DISCLOSURE.

Shareholder

Against

For

5.

SHAREHOLDER PROPOSAL REGARDING NUCLEAR FUEL.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

EXXON MOBIL CORPORATION

Security

30231G102

Meeting Type

Annual

Ticker Symbol

XOM

Meeting Date

29-May-2013

ISIN

US30231G1022

Agenda

933791243 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

M.J. BOSKIN

For

For

2

P. BRABECK-LETMATHE

For

For

3

U.M. BURNS

For

For

4

L.R. FAULKNER

For

For

5

J.S. FISHMAN

For

For

6

H.H. FORE

For

For

7

K.C. FRAZIER

For

For

8

W.W. GEORGE

For

For

9

S.J. PALMISANO

For

For

10

S.S REINEMUND

For

For

11

R.W. TILLERSON

For

For

12

W.C. WELDON

For

For

13

E.E. WHITACRE, JR.

For

For

2.

RATIFICATION OF INDEPENDENT AUDITORS (PAGE 60)

Management

For

For

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 61)

Management

For

For

4.

INDEPENDENT CHAIRMAN (PAGE 63)

Shareholder

Against

For

5.

MAJORITY VOTE FOR DIRECTORS (PAGE 64)

Shareholder

Against

For

6.

LIMIT DIRECTORSHIPS (PAGE 65)

Shareholder

Against

For

7.

REPORT ON LOBBYING (PAGE 66)

Shareholder

Against

For

8.

POLITICAL CONTRIBUTIONS POLICY (PAGE 67)

Shareholder

Against

For

9.

AMENDMENT OF EEO POLICY (PAGE 69)

Shareholder

Against

For

10.

REPORT ON NATURAL GAS PRODUCTION (PAGE 70)

Shareholder

Against

For

11.

GREENHOUSE GAS EMISSIONS GOALS (PAGE 72)

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,004

0

24-Apr-2013

24-Apr-2013

FLAHERTY & CRUMRINE PREFERRED INCOME FD

Security

338480106

Meeting Type

Annual

Ticker Symbol

PFD

Meeting Date

18-Apr-2013

ISIN

US3384801060

Agenda

933747353 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

MORGAN GUST

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

11,833

0

18-Mar-2013

18-Mar-2013

GENERAL MILLS, INC.

Security

370334104

Meeting Type

Annual

Ticker Symbol

GIS

Meeting Date

24-Sep-2012

ISIN

US3703341046

Agenda

933676201 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: BRADBURY H. ANDERSON

Management

For

For

1B.

ELECTION OF DIRECTOR: R. KERRY CLARK

Management

For

For

1C.

ELECTION OF DIRECTOR: PAUL DANOS

Management

For

For

1D.

ELECTION OF DIRECTOR: WILLIAM T. ESREY

Management

For

For

1E.

ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN

Management

For

For

1F.

ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE

Management

For

For

1G.

ELECTION OF DIRECTOR: HEIDI G. MILLER

Management

For

For

1H.

ELECTION OF DIRECTOR: HILDA OCHOA- BRILLEMBOURG

Management

For

For

1I.

ELECTION OF DIRECTOR: STEVE ODLAND

Management

For

For

1J.

ELECTION OF DIRECTOR: KENDALL J. POWELL

Management

For

For

1K.

ELECTION OF DIRECTOR: MICHAEL D. ROSE

Management

For

For

1L.

ELECTION OF DIRECTOR: ROBERT L. RYAN

Management

For

For

1M.

ELECTION OF DIRECTOR: DOROTHY A. TERRELL

Management

For

For

2.

CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

3.

RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

3,500

0

15-Aug-2012

15-Aug-2012

GOLUB CAPITAL BDC, INC.

Security

38173M102

Meeting Type

Annual

Ticker Symbol

GBDC

Meeting Date

05-Feb-2013

ISIN

US38173M1027

Agenda

933721068 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

LAWRENCE E. GOLUB

Withheld

Against

2

WILLIAM M. WEBSTER IV

Withheld

Against

2.

TO RATIFY THE SELECTION OF MCGLADREY LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

15,000

0

28-Dec-2012

28-Dec-2012

HARBOR FUND

Security

411511108

Meeting Type

Special

Ticker Symbol

HABDX

Meeting Date

23-Jul-2013

ISIN

US4115111084

Agenda

933814990 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO APPROVE A NEW ADVISORY AGREEMENT WITH HARBOR CAPITAL ADVISORS, INC., THE FUNDS' CURRENT INVESTMENT ADVISER, AS A RESULT OF A PROPOSED TRANSACTION INVOLVING THE SALE OF HARBOR CAPITAL ADVISORS' PARENT COMPANY.

Management

For

For

2.

TO APPROVE AN AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST FOR HARBOR FUNDS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

77,505

0

07-May-2013

07-May-2013

HOSPIRA, INC.

Security

441060100

Meeting Type

Annual

Ticker Symbol

HSP

Meeting Date

08-May-2013

ISIN

US4410601003

Agenda

933760820 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: CONNIE R. CURRAN

Management

For

For

1B.

ELECTION OF DIRECTOR: WILLIAM G. DEMPSEY

Management

For

For

1C.

ELECTION OF DIRECTOR: DENNIS M. FENTON

Management

For

For

1D.

ELECTION OF DIRECTOR: HEINO VON PRONDZYNSKI

Management

For

For

1E.

ELECTION OF DIRECTOR: MARK F. WHEELER

Management

For

For

2.

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

3.

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2013.         THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE             "AGAINST" THE FOLLOWING PROPOSAL 4.

Management

For

For

4.

SHAREHOLDER PROPOSAL - WRITTEN CONSENT.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

10,000

0

15-Apr-2013

15-Apr-2013

IMMUNOGEN, INC.

Security

45253H101

Meeting Type

Annual

Ticker Symbol

IMGN

Meeting Date

13-Nov-2012

ISIN

US45253H1014

Agenda

933692762 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO FIX THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AT TEN (10).

Management

For

For

2.

DIRECTOR

Management

1

MARK SKALETSKY

For

For

2

J. J. VILLAFRANCA PH.D.

For

For

3

NICOLE ONETTO, MD

For

For

4

STEPHEN C. MCCLUSKI

For

For

5

RICHARD J. WALLACE

For

For

6

DANIEL M. JUNIUS

For

For

7

HOWARD H. PIEN

For

For

8

MARK GOLDBERG, MD

For

For

9

DEAN J. MITCHELL

For

For

10

KRISTINE PETERSON

For

For

3.

TO APPROVE AN AMENDMENT TO THE 2006 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 3,500,000.

Management

For

For

4.

TO APPROVE AN AMENDMENT TO THE RESTATED ARTICLES OF ORGANIZATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 150,000,000.

Management

For

For

5.

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN OUR PROXY STATEMENT.

Management

For

For

6.

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS IMMUNOGEN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

500

0

02-Oct-2012

02-Oct-2012

INTEGRYS ENERGY GROUP INC

Security

45822P105

Meeting Type

Annual

Ticker Symbol

TEG

Meeting Date

16-May-2013

ISIN

US45822P1057

Agenda

933764602 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

WILLIAM J. BRODSKY

For

For

2

ALBERT J. BUDNEY, JR.

For

For

3

ELLEN CARNAHAN

For

For

4

MICHELLE L. COLLINS

For

For

5

K.M. HASSELBLAD-PASCALE

For

For

6

JOHN W. HIGGINS

For

For

7

PAUL W. JONES

For

For

8

HOLLY KELLER KOEPPEL

For

For

9

MICHAEL E. LAVIN

For

For

10

WILLIAM F. PROTZ, JR.

For

For

11

CHARLES A. SCHROCK

For

For

2.

THE APPROVAL OF A NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

3.

THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTEGRYS ENERGY GROUP AND ITS SUBSIDIARIES FOR 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

15-Apr-2013

15-Apr-2013

INTEL CORPORATION

Security

458140100

Meeting Type

Annual

Ticker Symbol

INTC

Meeting Date

16-May-2013

ISIN

US4581401001

Agenda

933758611 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY

Management

For

For

1B.

ELECTION OF DIRECTOR: ANDY D. BRYANT

Management

For

For

1C.

ELECTION OF DIRECTOR: SUSAN L. DECKER

Management

For

For

1D.

ELECTION OF DIRECTOR: JOHN J. DONAHOE

Management

For

For

1E.

ELECTION OF DIRECTOR: REED E. HUNDT

Management

For

For

1F.

ELECTION OF DIRECTOR: JAMES D. PLUMMER

Management

For

For

1G.

ELECTION OF DIRECTOR: DAVID S. POTTRUCK

Management

For

For

1H.

ELECTION OF DIRECTOR: FRANK D. YEARY

Management

For

For

1I.

ELECTION OF DIRECTOR: DAVID B. YOFFIE

Management

For

For

2.

RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR

Management

For

For

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Management

For

For

4.

APPROVAL OF AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE PLAN

Management

For

For

5.

STOCKHOLDER PROPOSAL TITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK"

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

3,500

0

15-Apr-2013

15-Apr-2013

J. C. PENNEY COMPANY, INC.

Security

708160106

Meeting Type

Annual

Ticker Symbol

JCP

Meeting Date

17-May-2013

ISIN

US7081601061

Agenda

933792865 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: WILLIAM A. ACKMAN

Management

For

For

1B.

ELECTION OF DIRECTOR: COLLEEN C. BARRETT

Management

For

For

1C.

ELECTION OF DIRECTOR: THOMAS J. ENGIBOUS

Management

For

For

1D.

ELECTION OF DIRECTOR: KENT B. FOSTER

Management

For

For

1E.

ELECTION OF DIRECTOR: GERALDINE B. LAYBOURNE

Management

For

For

1F.

ELECTION OF DIRECTOR: LEONARD H. ROBERTS

Management

For

For

1G.

ELECTION OF DIRECTOR: STEVEN ROTH

Management

For

For

1H.

ELECTION OF DIRECTOR: JAVIER G. TERUEL

Management

For

For

1I.

ELECTION OF DIRECTOR: R. GERALD TURNER

Management

For

For

1J.

ELECTION OF DIRECTOR: MYRON E. ULLMAN, III

Management

For

For

1K.

ELECTION OF DIRECTOR: MARY BETH WEST

Management

For

For

2.

TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING FEBRUARY 1, 2014.

Management

For

For

3.

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

12,500

0

24-Apr-2013

24-Apr-2013

JOHN HANCOCK PFD INCOME FUND

Security

41013W108

Meeting Type

Annual

Ticker Symbol

HPI

Meeting Date

09-Nov-2012

ISIN

US41013W1080

Agenda

933687850 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

CHARLES L. BARDELIS

For

For

2

JAMES R. BOYLE

For

For

3

CRAIG BROMLEY

For

For

4

PETER S. BURGESS

For

For

5

WILLIAM H. CUNNINGHAM

For

For

6

GRACE K. FEY

For

For

7

THERON S. HOFFMAN

For

For

8

DEBORAH C. JACKSON

For

For

9

HASSELL H. MCCLELLAN

For

For

10

JAMES M. OATES

For

For

11

STEVEN R. PRUCHANSKY

For

For

12

GREGORY A. RUSSO

For

For

13

WARREN A. THOMSON

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

5,000

0

16-Sep-2012

16-Sep-2012

KIMBERLY-CLARK CORPORATION

Security

494368103

Meeting Type

Annual

Ticker Symbol

KMB

Meeting Date

02-May-2013

ISIN

US4943681035

Agenda

933742214 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: JOHN R. ALM

Management

For

For

1B.

ELECTION OF DIRECTOR: JOHN F. BERGSTROM

Management

For

For

1C.

ELECTION OF DIRECTOR: ABELARDO E. BRU

Management

For

For

1D.

ELECTION OF DIRECTOR: ROBERT W. DECHERD

Management

For

For

1E.

ELECTION OF DIRECTOR: THOMAS J. FALK

Management

For

For

1F.

ELECTION OF DIRECTOR: FABIAN T. GARCIA

Management

For

For

1G.

ELECTION OF DIRECTOR: MAE C. JEMISON, M.D.

Management

For

For

1H.

ELECTION OF DIRECTOR: JAMES M. JENNESS

Management

For

For

1I.

ELECTION OF DIRECTOR: NANCY J. KARCH

Management

For

For

1J.

ELECTION OF DIRECTOR: IAN C. READ

Management

For

For

1K.

ELECTION OF DIRECTOR: LINDA JOHNSON RICE

Management

For

For

1L.

ELECTION OF DIRECTOR: MARC J. SHAPIRO

Management

For

For

2.

RATIFICATION OF AUDITORS

Management

For

For

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

500

0

18-Mar-2013

18-Mar-2013

KINDER MORGAN INC

Security

49456B101

Meeting Type

Annual

Ticker Symbol

KMI

Meeting Date

07-May-2013

ISIN

US49456B1017

Agenda

933761771 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

RICHARD D. KINDER

For

For

2

C. PARK SHAPER

For

For

3

STEVEN J. KEAN

For

For

4

ANTHONY W. HALL, JR.

For

For

5

DEBORAH A. MACDONALD

For

For

6

MICHAEL MILLER

For

For

7

MICHAEL C. MORGAN

For

For

8

FAYEZ SAROFIM

For

For

9

JOEL V. STAFF

For

For

10

JOHN STOKES

For

For

11

ROBERT F. VAGT

For

For

2.

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

5,000

0

28-Mar-2013

28-Mar-2013

LABORATORY CORP. OF AMERICA HOLDINGS

Security

50540R409

Meeting Type

Annual

Ticker Symbol

LH

Meeting Date

08-May-2013

ISIN

US50540R4092

Agenda

933756643 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: KERRII B. ANDERSON

Management

For

For

1B.

ELECTION OF DIRECTOR: JEAN-LUC BELINGARD

Management

For

For

1C.

ELECTION OF DIRECTOR: DAVID P. KING

Management

For

For

1D.

ELECTION OF DIRECTOR: WENDY E. LANE

Management

For

For

1E.

ELECTION OF DIRECTOR: ROBERT E. MITTELSTAEDT, JR.

Management

For

For

1F.

ELECTION OF DIRECTOR: PETER M. NEUPERT

Management

For

For

1G.

ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, MBBCH

Management

For

For

1H.

ELECTION OF DIRECTOR: ADAM H. SCHECHTER

Management

For

For

1I.

ELECTION OF DIRECTOR: M. KEITH WEIKEL, PH.D.

Management

For

For

1J.

ELECTION OF DIRECTOR: R. SANDERS WILLIAMS, M.D.

Management

For

For

2.

TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

Management

For

For

3.

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

50

0

15-Apr-2013

15-Apr-2013

LOOMIS SAYLES INVESTMENT TRUST

Security

543495782

Meeting Type

Special

Ticker Symbol

LSGBX

Meeting Date

18-Mar-2013

ISIN

US5434957826

Agenda

933724393 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

CHARLES D. BAKER

Withheld

Against

2

EDMOND J. ENGLISH

Withheld

Against

3

DAVID L. GIUNTA

Withheld

Against

4

MARTIN T. MEEHAN

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

59,153

0

07-Feb-2013

07-Feb-2013

LOOMIS SAYLES INVESTMENT TRUST

Security

543495840

Meeting Type

Special

Ticker Symbol

LSBDX

Meeting Date

18-Mar-2013

ISIN

US5434958402

Agenda

933724393 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

CHARLES D. BAKER

Withheld

Against

2

EDMOND J. ENGLISH

Withheld

Against

3

DAVID L. GIUNTA

Withheld

Against

4

MARTIN T. MEEHAN

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

120,930

0

07-Feb-2013

07-Feb-2013

LORILLARD, INC.

Security

544147101

Meeting Type

Annual

Ticker Symbol

LO

Meeting Date

14-May-2013

ISIN

US5441471019

Agenda

933777635 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO AMEND THE LORILLARD, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS (THE "DECLASSIFICATION AMENDMENT") AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.

Management

For

For

2.1

ELECTION OF ANDREW H. CARD, JR. AS A DIRECTOR TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2014 (OR AS CLASS II DIRECTORS UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2016 IF THE DECLASSIFICATION AMENDMENT IN PROPOSAL NO. 1 IS NOT APPROVED).

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.2

ELECTION OF VIRGIS W. COLBERT AS A DIRECTOR TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2014 (OR AS CLASS II DIRECTORS UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2016 IF THE DECLASSIFICATION AMENDMENT IN PROPOSAL NO. 1 IS NOT APPROVED).

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.3

ELECTION OF RICHARD W. ROEDEL AS A DIRECTOR TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2014 (OR AS CLASS II DIRECTORS UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2016 IF THE DECLASSIFICATION AMENDMENT IN PROPOSAL NO. 1 IS NOT APPROVED).

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

3.

ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

4.

TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

5.

SHAREHOLDER PROPOSAL ON DISCLOSURE OF LOBBYING POLICIES AND PRACTICES.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

6,000

0

15-Apr-2013

15-Apr-2013

MANAGERS AMG FUNDS

Security

561709478

Meeting Type

Special

Ticker Symbol

YACKX

Meeting Date

20-Aug-2013

ISIN

US5617094785

Agenda

933828901 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

BRUCE B. BINGHAM

For

For

2

WILLIAM E. CHAPMAN II

For

For

3

EDWARD J. KAIER

For

For

4

STEVEN J. PAGGIOLI

For

For

5

ERIC RAKOWSKI

For

For

6

THOMAS R. SCHNEEWEIS

For

For

7

CHRISTINE C. CARSMAN

For

For

8

KURT KEILHACKER

For

For

9

RICHARD F. POWERS III

For

For

10

VICTORIA SASSINE

For

For

3A.

TO AMEND AND RESTATE THE MASTER TRUST AGREEMENT OF THE TRUST RELATING TO DECLARATION OF TRUST AMENDMENT PROCEDURE

Management

For

For

3B.

TO AMEND AND RESTATE THE MASTER TRUST AGREEMENT OF THE TRUST RELATING TO MERGER, CONSOLIDATION, SALE OF ASSETS AND TERMINATION OF TRUST, SERIES OR CLASSES

Management

For

For

3C.

TO AMEND AND RESTATE THE MASTER TRUST AGREEMENT OF THE TRUST RELATING TO OTHER CHANGES

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698973

STOCK MUTUAL FUNDS

2698973

NORTHERN TRUST COMPANY

14,258

0

21-May-2013

21-May-2013

MARKWEST ENERGY PARTNERS LP

Security

570759100

Meeting Type

Annual

Ticker Symbol

MWE

Meeting Date

29-May-2013

ISIN

US5707591005

Agenda

933808505 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

FRANK M. SEMPLE

For

For

2

DONALD D. WOLF

For

For

3

KEITH E. BAILEY

For

For

4

MICHAEL L. BEATTY

For

For

5

CHARLES K. DEMPSTER

For

For

6

DONALD C. HEPPERMANN

For

For

7

RANDALL J. LARSON

For

For

8

ANNE E. FOX MOUNSEY

For

For

9

WILLIAM P. NICOLETTI

For

For

2.

RATIFICATION OF DELOITTE & TOUCHE LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

7,500

0

07-May-2013

07-May-2013

MCDONALD'S CORPORATION

Security

580135101

Meeting Type

Annual

Ticker Symbol

MCD

Meeting Date

23-May-2013

ISIN

US5801351017

Agenda

933781999 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: WALTER E. MASSEY

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1B.

ELECTION OF DIRECTOR: JOHN W. ROGERS, JR.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1C.

ELECTION OF DIRECTOR: ROGER W. STONE

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1D.

ELECTION OF DIRECTOR: MILES D. WHITE

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

3.

ADVISORY VOTE TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2013.

Management

For

For

4.

ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING AN ANNUAL REPORT ON EXECUTIVE COMPENSATION, IF PRESENTED.

Shareholder

Against

For

5.

ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING AN EXECUTIVE STOCK RETENTION POLICY, IF PRESENTED.

Shareholder

Against

For

6.

ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A HUMAN RIGHTS REPORT, IF PRESENTED.

Shareholder

Against

For

7.

ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A NUTRITION REPORT, IF PRESENTED.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

MEDICAL PROPERTIES TRUST, INC.

Security

58463J304

Meeting Type

Annual

Ticker Symbol

MPW

Meeting Date

23-May-2013

ISIN

US58463J3041

Agenda

933811502 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

EDWARD K. ALDAG, JR.

For

For

2

G. STEVEN DAWSON

For

For

3

R. STEVEN HAMNER

For

For

4

ROBERT E. HOLMES, PH.D.

For

For

5

SHERRY A. KELLETT

For

For

6

WILLIAM G. MCKENZIE

For

For

7

L. GLENN ORR, JR.

For

For

2.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

3.

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

4.

APPROVAL OF THE COMPANY'S 2013 EQUITY INCENTIVE PLAN.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

35,000

0

07-May-2013

07-May-2013

METLIFE, INC.

Security

59156R108

Meeting Type

Annual

Ticker Symbol

MET

Meeting Date

23-Apr-2013

ISIN

US59156R1086

Agenda

933758368 - Management

Item

Proposal

Type

Vote

For/Against Management

1.1

ELECTION OF DIRECTOR: R. GLENN HUBBARD

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.2

ELECTION OF DIRECTOR: STEVEN A. KANDARIAN

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.3

ELECTION OF DIRECTOR: JOHN M. KEANE

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.4

ELECTION OF DIRECTOR: ALFRED F. KELLY, JR.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.5

ELECTION OF DIRECTOR: JAMES M. KILTS

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.6

ELECTION OF DIRECTOR: CATHERINE R. KINNEY

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.7

ELECTION OF DIRECTOR: HUGH B. PRICE

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.8

ELECTION OF DIRECTOR: KENTON J. SICCHITANO

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2013

Management

For

For

3.

ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

28-Mar-2013

28-Mar-2013

METROPOLITAN WEST SECURITIES

Security

592905103

Meeting Type

Special

Ticker Symbol

MWTRX

Meeting Date

20-Dec-2012

ISIN

US5929051036

Agenda

933698182 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE TRUST AND METROPOLITAN WEST ASSET MANAGEMENT, LLC, THE FUND'S CURRENT INVESTMENT ADVISER.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

57,364

0

24-Oct-2012

24-Oct-2012

MICROSOFT CORPORATION

Security

594918104

Meeting Type

Annual

Ticker Symbol

MSFT

Meeting Date

28-Nov-2012

ISIN

US5949181045

Agenda

933691784 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

ELECTION OF DIRECTOR: STEVEN A. BALLMER

Management

For

For

2.

ELECTION OF DIRECTOR: DINA DUBLON

Management

For

For

3.

ELECTION OF DIRECTOR: WILLIAM H. GATES III

Management

For

For

4.

ELECTION OF DIRECTOR: MARIA M. KLAWE

Management

For

For

5.

ELECTION OF DIRECTOR: STEPHEN J. LUCZO

Management

For

For

6.

ELECTION OF DIRECTOR: DAVID F. MARQUARDT

Management

For

For

7.

ELECTION OF DIRECTOR: CHARLES H. NOSKI

Management

For

For

8.

ELECTION OF DIRECTOR: HELMUT PANKE

Management

For

For

9.

ELECTION OF DIRECTOR: JOHN W. THOMPSON

Management

For

For

10.

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL)

Management

For

For

11.

APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL)

Management

For

For

12.

RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL)

Management

For

For

13.

SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING (THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL)

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

5,000

0

24-Oct-2012

24-Oct-2012

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

20,000

0

24-Oct-2012

24-Oct-2012

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

3,500

0

24-Oct-2012

24-Oct-2012

NATIONAL GRID PLC

Security

636274300

Meeting Type

Annual

Ticker Symbol

NGG

Meeting Date

29-Jul-2013

ISIN

US6362743006

Agenda

933849981 - Management

Item

Proposal

Type

Vote

For/Against Management

1

TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS

Management

For

For

2

TO DECLARE A FINAL DIVIDEND

Management

For

For

3

TO RE-ELECT SIR PETER GERSHON

Management

For

For

4

TO RE-ELECT STEVE HOLLIDAY

Management

For

For

5

TO RE-ELECT ANDREW BONFIELD

Management

For

For

6

TO RE-ELECT TOM KING

Management

For

For

7

TO RE-ELECT NICK WINSER

Management

For

For

8

TO RE-ELECT PHILIP AIKEN

Management

For

For

9

TO RE-ELECT NORA MEAD BROWNELL

Management

For

For

10

TO ELECT JONATHAN DAWSON

Management

For

For

11

TO RE-ELECT PAUL GOLBY

Management

For

For

12

TO RE-ELECT RUTH KELLY

Management

For

For

13

TO RE-ELECT MARIA RICHTER

Management

For

For

14

TO ELECT MARK WILLIAMSON

Management

For

For

15

TO REAPPOINT THE AUDITORS PRICEWATERHOUSECOOPERS LLP

Management

For

For

16

TO AUTHORISE THE DIRECTORS TO SET THE AUDITORS' REMUNERATION

Management

For

For

17

TO APPROVE THE DIRECTORS' REMUNERATION REPORT

Management

For

For

18

TO AUTHORISE THE DIRECTORS TO ALLOT ORDINARY SHARES

Management

For

For

S19

TO DISAPPLY PRE-EMPTION RIGHTS

Management

For

For

S20

TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES

Management

For

For

S21

TO AUTHORISE THE DIRECTORS TO HOLD GENERAL MEETINGS ON 14 CLEAR DAYS' NOTICE

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

1,000

0

25-Jun-2013

25-Jun-2013

NCR CORPORATION

Security

62886E108

Meeting Type

Annual

Ticker Symbol

NCR

Meeting Date

24-Apr-2013

ISIN

US62886E1082

Agenda

933743836 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

EDWARD P. BOYKIN*

Withheld

Against

2

LINDA FAYNE LEVINSON*

Withheld

Against

3

DEANNA W. OPPENHEIMER*

Withheld

Against

4

KURT P. KUEHN$

Withheld

Against

2.

RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION AS DISCLOSED IN THESE PROXY MATERIALS.

Management

For

For

4.

TO APPROVE THE NCR CORPORATION 2013 STOCK INCENTIVE PLAN.

Management

For

For

5.

STOCKHOLDER PROPOSAL TO REPEAL THE CLASSIFIED BOARD OF DIRECTORS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

3,000

0

18-Mar-2013

18-Mar-2013

NESTLE S.A.

Security

641069406

Meeting Type

Annual

Ticker Symbol

NSRGY

Meeting Date

11-Apr-2013

ISIN

US6410694060

Agenda

933753154 - Management

Item

Proposal

Type

Vote

For/Against Management

1A

APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2012

Management

For

For

1B

ACCEPTANCE OF THE COMPENSATION REPORT 2012 (ADVISORY VOTE)

Management

For

For

2

RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE MANAGEMENT

Management

For

For

3

APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET OF NESTLE S.A. (PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2012

Management

For

For

4A1

RE-ELECTION TO THE BOARD OF DIRECTOR: MR PETER BRABECK-LETMATHE

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4A2

RE-ELECTION TO THE BOARD OF DIRECTOR: MR STEVEN G. HOCH

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4A3

RE-ELECTION TO THE BOARD OF DIRECTOR: MS TITIA DE LANGE

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4A4

RE-ELECTION TO THE BOARD OF DIRECTOR: MR JEAN-PIERRE ROTH

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4B

ELECTION TO THE BOARD OF DIRECTORS: MS EVA CHENG

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4C

RE-ELECTION OF THE STATUTORY AUDITORS: KPMG SA, GENEVA BRANCH

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

5

IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE GENERAL MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE ACCORDING TO THE FOLLOWING INSTRUCTION: "FOR" = VOTE IN ACCORDANCE WITH THE PROPOSAL OF THE BOARD OF DIRECTORS "AGAINST" = VOTE AGAINST THE PROPOSAL OF THE BOARD OF DIRECTORS "ABSTAIN" = ABSTAIN

Management

For

For

6

MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE COMPANY'S INVITATION)

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

10,000

0

28-Mar-2013

28-Mar-2013

NEWMONT MINING CORPORATION

Security

651639106

Meeting Type

Annual

Ticker Symbol

NEM

Meeting Date

24-Apr-2013

ISIN

US6516391066

Agenda

933744559 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: B.R. BROOK

Management

For

For

1B.

ELECTION OF DIRECTOR: J.K. BUCKNOR

Management

For

For

1C.

ELECTION OF DIRECTOR: V.A. CALARCO

Management

For

For

1D.

ELECTION OF DIRECTOR: J.A. CARRABBA

Management

For

For

1E.

ELECTION OF DIRECTOR: N. DOYLE

Management

For

For

1F.

ELECTION OF DIRECTOR: G.J. GOLDBERG

Management

For

For

1G.

ELECTION OF DIRECTOR: V.M. HAGEN

Management

For

For

1H.

ELECTION OF DIRECTOR: J. NELSON

Management

For

For

1I.

ELECTION OF DIRECTOR: D.C. ROTH

Management

For

For

1J.

ELECTION OF DIRECTOR: S.R. THOMPSON

Management

For

For

2.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2013.

Management

For

For

3.

ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

4.

APPROVE THE 2013 STOCK INCENTIVE PLAN.

Management

For

For

5.

APPROVE THE PERFORMANCE PAY PLAN.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

7,500

0

18-Mar-2013

18-Mar-2013

NORFOLK SOUTHERN CORPORATION

Security

655844108

Meeting Type

Annual

Ticker Symbol

NSC

Meeting Date

09-May-2013

ISIN

US6558441084

Agenda

933758851 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: THOMAS D. BELL, JR

Management

For

For

1B.

ELECTION OF DIRECTOR: ERSKINE B. BOWLES

Management

For

For

1C.

ELECTION OF DIRECTOR: ROBERT A. BRADWAY

Management

For

For

1D.

ELECTION OF DIRECTOR: WESLEY G. BUSH

Management

For

For

1E.

ELECTION OF DIRECTOR: DANIEL A. CARP

Management

For

For

1F.

ELECTION OF DIRECTOR: KAREN N. HORN

Management

For

For

1G.

ELECTION OF DIRECTOR: BURTON M. JOYCE

Management

For

For

1H.

ELECTION OF DIRECTOR: STEVEN F. LEER

Management

For

For

1I.

ELECTION OF DIRECTOR: MICHAEL D. LOCKHART

Management

For

For

1J.

ELECTION OF DIRECTOR: CHARLES W. MOORMAN

Management

For

For

1K.

ELECTION OF DIRECTOR: MARTIN H. NESBITT

Management

For

For

1L.

ELECTION OF DIRECTOR: JOHN R. THOMPSON

Management

For

For

2.

THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

3.

APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS.

Management

For

For

4.

APPROVAL OF AN AMENDMENT TO THE NORFOLK SOUTHERN BYLAWS GIVING STOCKHOLDERS THE RIGHT TO CALL A SPECIAL MEETING.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

28-Mar-2013

28-Mar-2013

NUVEEN INVESTMENTS

Security

67074U103

Meeting Type

Annual

Ticker Symbol

JMF

Meeting Date

03-Apr-2013

ISIN

US67074U1034

Agenda

933740323 - Management

Item

Proposal

Type

Vote

For/Against Management

1B.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

WILLIAM C. HUNTER

Withheld

Against

2

JUDITH M. STOCKDALE

Withheld

Against

3

CAROLE E. STONE

Withheld

Against

4

VIRGINIA L. STRINGER

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

10,295

0

18-Mar-2013

18-Mar-2013

NYSE EURONEXT

Security

629491101

Meeting Type

Annual

Ticker Symbol

NYX

Meeting Date

25-Apr-2013

ISIN

US6294911010

Agenda

933756718 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: ANDRE BERGEN

Management

For

For

1B.

ELECTION OF DIRECTOR: ELLYN L. BROWN

Management

For

For

1C.

ELECTION OF DIRECTOR: MARSHALL N. CARTER

Management

For

For

1D.

ELECTION OF DIRECTOR: DOMINIQUE CERUTTI

Management

For

For

1E.

ELECTION OF DIRECTOR: SIR GEORGE COX

Management

For

For

1F.

ELECTION OF DIRECTOR: SYLVAIN HEFES

Management

For

For

1G.

ELECTION OF DIRECTOR: JAN-MICHIEL HESSELS

Management

For

For

1H.

ELECTION OF DIRECTOR: LAWRENCE E. LEIBOWITZ

Management

For

For

1I.

ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND

Management

For

For

1J.

ELECTION OF DIRECTOR: JAMES J. MCNULTY

Management

For

For

1K.

ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER

Management

For

For

1L.

ELECTION OF DIRECTOR: LUIS MARIA VIANA PALHA DA SILVA

Management

For

For

1M.

ELECTION OF DIRECTOR: ROBERT G. SCOTT

Management

For

For

1N.

ELECTION OF DIRECTOR: JACKSON P. TAI

Management

For

For

1O.

ELECTION OF DIRECTOR: RIJNHARD VAN TETS

Management

For

For

1P.

ELECTION OF DIRECTOR: SIR BRIAN WILLIAMSON

Management

For

For

2.

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

3.

ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION (THE "SAY-ON-PAY" PROPOSAL).

Management

For

For

4.

TO APPROVE THE AMENDED AND RESTATED NYSE EURONEXT OMNIBUS INCENTIVE PLAN.

Management

For

For

5.

TO REAPPROVE THE PERFORMANCE GOALS UNDER THE NYSE EURONEXT OMNIBUS INCENTIVE PLAN.

Management

For

For

6.

TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS.

Management

For

For

7.

TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

500

0

28-Mar-2013

28-Mar-2013

NYSE EURONEXT

Security

629491101

Meeting Type

Special

Ticker Symbol

NYX

Meeting Date

03-Jun-2013

ISIN

US6294911010

Agenda

933816362 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2013, BY AND AMONG INTERCONTINENTAL EXCHANGE, INC., INTERCONTINENTAL EXCHANGE GROUP, INC., NYSE EURONEXT, BRAVES MERGER SUB, INC. AND BASEBALL MERGER SUB, LLC. APPROVAL OF THIS PROPOSAL IS REQUIRED TO COMPLETE THE MERGER.

Management

For

For

2.

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO NYSE EURONEXT'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

Management

For

For

3.

TO APPROVE ONE OR MORE ADJOURNMENTS OF THE NYSE EURONEXT SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSAL NO. 1.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

500

0

07-May-2013

07-May-2013

OCCIDENTAL PETROLEUM CORPORATION

Security

674599105

Meeting Type

Annual

Ticker Symbol

OXY

Meeting Date

03-May-2013

ISIN

US6745991058

Agenda

933771063 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: SPENCER ABRAHAM

Management

For

For

1B.

ELECTION OF DIRECTOR: HOWARD I. ATKINS

Management

For

For

1C.

ELECTION OF DIRECTOR: STEPHEN I. CHAZEN

Management

For

For

1D.

ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN

Management

For

For

1E.

ELECTION OF DIRECTOR: JOHN E. FEICK

Management

For

For

1F.

ELECTION OF DIRECTOR: MARGARET M. FORAN

Management

For

For

1G.

ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ

Management

For

For

1H.

ELECTION OF DIRECTOR: RAY R. IRANI

Management

For

For

1I.

ELECTION OF DIRECTOR: AVEDICK B. POLADIAN

Management

For

For

1J.

ELECTION OF DIRECTOR: AZIZ D. SYRIANI

Management

For

For

2.

ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION

Management

For

For

3.

RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS

Management

For

For

4.

STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENT

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

ONEOK, INC.

Security

682680103

Meeting Type

Annual

Ticker Symbol

OKE

Meeting Date

22-May-2013

ISIN

US6826801036

Agenda

933777902 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: JAMES C. DAY

Management

For

For

1B.

ELECTION OF DIRECTOR: JULIE H. EDWARDS

Management

For

For

1C.

ELECTION OF DIRECTOR: WILLIAM L. FORD

Management

For

For

1D.

ELECTION OF DIRECTOR: JOHN W. GIBSON

Management

For

For

1E.

ELECTION OF DIRECTOR: BERT H. MACKIE

Management

For

For

1F.

ELECTION OF DIRECTOR: STEVEN J. MALCOLM

Management

For

For

1G.

ELECTION OF DIRECTOR: JIM W. MOGG

Management

For

For

1H.

ELECTION OF DIRECTOR: PATTYE L. MOORE

Management

For

For

1I.

ELECTION OF DIRECTOR: GARY D. PARKER

Management

For

For

1J.

ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ

Management

For

For

2.

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC.

Management

For

For

3.

A PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR OUR EQUITY COMPENSATION PLAN.

Management

For

For

4.

AN ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

5.

A SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF A REPORT ON METHANE EMISSIONS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

5,000

0

15-Apr-2013

15-Apr-2013

ORACLE CORPORATION

Security

68389X105

Meeting Type

Annual

Ticker Symbol

ORCL

Meeting Date

07-Nov-2012

ISIN

US68389X1054

Agenda

933690302 - Management

Item

Proposal

Type

Vote

For/Against Management

1

DIRECTOR

Management

1

JEFFREY S. BERG

For

For

2

H. RAYMOND BINGHAM

For

For

3

MICHAEL J. BOSKIN

For

For

4

SAFRA A. CATZ

For

For

5

BRUCE R. CHIZEN

For

For

6

GEORGE H. CONRADES

For

For

7

LAWRENCE J. ELLISON

For

For

8

HECTOR GARCIA-MOLINA

For

For

9

JEFFREY O. HENLEY

For

For

10

MARK V. HURD

For

For

11

DONALD L. LUCAS

For

For

12

NAOMI O. SELIGMAN

For

For

2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

3

APPROVAL OF INCREASE IN SHARES UNDER THE DIRECTORS' STOCK PLAN.

Management

For

For

4

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.

Management

For

For

5

STOCKHOLDER PROPOSAL REGARDING MULTIPLE PERFORMANCE METRICS.

Shareholder

Against

For

6

STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN.

Shareholder

Against

For

7

STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION POLICY.

Shareholder

Against

For

8

STOCKHOLDER PROPOSAL REGARDING EQUITY ACCELERATION UPON A CHANGE IN CONTROL OF ORACLE.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

6,000

0

02-Oct-2012

02-Oct-2012

PANERA BREAD COMPANY

Security

69840W108

Meeting Type

Annual

Ticker Symbol

PNRA

Meeting Date

22-May-2013

ISIN

US69840W1080

Agenda

933795962 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

LARRY J. FRANKLIN

Withheld

Against

2

DIANE HESSAN

Withheld

Against

3

WILLIAM W. MORETON

Withheld

Against

2.

TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF PANERA BREAD COMPANY.

Management

For

For

3.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS PANERA BREAD COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

24-Apr-2013

24-Apr-2013

PEABODY ENERGY CORPORATION

Security

704549104

Meeting Type

Annual

Ticker Symbol

BTU

Meeting Date

29-Apr-2013

ISIN

US7045491047

Agenda

933748800 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

GREGORY H. BOYCE

For

For

2

WILLIAM A. COLEY

For

For

3

WILLIAM E. JAMES

For

For

4

ROBERT B. KARN III

For

For

5

HENRY E. LENTZ

For

For

6

ROBERT A. MALONE

For

For

7

WILLIAM C. RUSNACK

For

For

8

JOHN F. TURNER

For

For

9

SANDRA A. VAN TREASE

For

For

10

ALAN H. WASHKOWITZ

For

For

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

3.

ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

4.

APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER OUR 2008 MANAGEMENT ANNUAL INCENTIVE COMPENSATION PLAN.

Management

For

For

5.

SHAREHOLDER PROPOSAL REGARDING LOBBYING ACTIVITIES.

Shareholder

Against

For

6.

SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

750

0

28-Mar-2013

28-Mar-2013

PENN WEST PETROLEUM LTD.

Security

707887105

Meeting Type

Annual and Special Meeting

Ticker Symbol

PWE

Meeting Date

05-Jun-2013

ISIN

CA7078871059

Agenda

933824927 - Management

Item

Proposal

Type

Vote

For/Against Management

01

THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITOR OF PENN WEST FOR THE ENSUING YEAR.

Management

For

For

02

DIRECTOR

Management

1

JAMES E. ALLARD

For

For

2

GEORGE H. BROOKMAN

For

For

3

GILLIAN H. DENHAM

For

For

4

RICHARD L. GEORGE

For

For

5

DARYL H. GILBERT

For

For

6

ALLAN P. MARKIN

For

For

7

MURRAY R. NUNNS

For

For

8

FRANK POTTER

For

For

9

JACK SCHANCK

For

For

10

JAMES C. SMITH

For

For

11

JAY W. THORNTON

For

For

03

ADVISORY VOTE APPROVING PENN WEST'S APPROACH TO EXECUTIVE COMPENSATION.

Management

For

For

04

THE APPROVAL OF ALL UNALLOCATED OPTIONS TO ACQUIRE COMMON SHARES UNDER THE STOCK OPTION PLAN OF PENN WEST UNTIL JUNE 5, 2016.

Management

For

For

05

THE APPROVAL OF AN AMENDMENT TO THE AMENDING PROVISIONS OF THE STOCK OPTION PLAN OF PENN WEST.

Management

For

For

06

THE APPROVAL OF BY-LAW NO. 2 OF PENN WEST RELATING TO THE ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

21-May-2013

21-May-2013

PETROLEO BRASILEIRO S.A. - PETROBRAS

Security

71654V408

Meeting Type

Special

Ticker Symbol

PBR

Meeting Date

29-Apr-2013

ISIN

US71654V4086

Agenda

933790316 - Management

Item

Proposal

Type

Vote

For/Against Management

O1

MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD.

Management

For

For

O2

CAPITAL BUDGET, REGARDING THE YEAR OF 2013.

Management

For

For

O3

DESTINATION OF INCOME FOR THE YEAR OF 2012.

Management

For

For

O4A

ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER.

Management

For

For

O4B

ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

O5

ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER.

Management

For

For

O6A

ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER.

Management

For

For

O6B

ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

O7

ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD.

Management

For

For

E1

INCREASE OF THE CAPITAL STOCK.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698972

RISK MANAGEMENT

2698972

NORTHERN TRUST COMPANY

2,400

0

15-Apr-2013

15-Apr-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

15-Apr-2013

15-Apr-2013

PFIZER INC.

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

25-Apr-2013

ISIN

US7170811035

Agenda

933743090 - Management

Item

Proposal

Type

Vote

For/Against Management

1A

ELECTION OF DIRECTOR: DENNIS A. AUSIELLO

Management

For

For

1B

ELECTION OF DIRECTOR: M. ANTHONY BURNS

Management

For

For

1C

ELECTION OF DIRECTOR: W. DON CORNWELL

Management

For

For

1D

ELECTION OF DIRECTOR: FRANCES D. FERGUSSON

Management

For

For

1E

ELECTION OF DIRECTOR: WILLIAM H. GRAY, III

Management

For

For

1F

ELECTION OF DIRECTOR: HELEN H. HOBBS

Management

For

For

1G

ELECTION OF DIRECTOR: CONSTANCE J. HORNER

Management

For

For

1H

ELECTION OF DIRECTOR: JAMES M. KILTS

Management

For

For

1I

ELECTION OF DIRECTOR: GEORGE A. LORCH

Management

For

For

1J

ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON

Management

For

For

1K

ELECTION OF DIRECTOR: IAN C. READ

Management

For

For

1L

ELECTION OF DIRECTOR: STEPHEN W. SANGER

Management

For

For

1M

ELECTION OF DIRECTOR: MARC TESSIER- LAVIGNE

Management

For

For

2

RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013

Management

For

For

3

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

Management

For

For

4

SHAREHOLDER PROPOSAL REGARDING EXECUTIVE EQUITY RETENTION

Shareholder

Against

For

5

SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

25,000

0

18-Mar-2013

18-Mar-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,500

0

18-Mar-2013

18-Mar-2013

PHH CORPORATION

Security

693320202

Meeting Type

Annual

Ticker Symbol

PHH

Meeting Date

12-Jun-2013

ISIN

US6933202029

Agenda

933808543 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

JANE D. CARLIN

For

For

2

THOMAS P. GIBBONS

For

For

3

DEBORAH M. REIF

For

For

4

CARROLL R. WETZEL, JR.

For

For

5

JON A. BOSCIA

For

For

6

GLEN A. MESSINA

For

For

7

CHARLES P. PIZZI

For

For

8

JAMES O. EGAN

For

For

9

ALLAN Z. LOREN

For

For

10

GREGORY J. PARSEGHIAN

For

For

11

JANE D. CARLIN

For

For

12

THOMAS P. GIBBONS

For

For

13

DEBORAH M. REIF

For

For

14

CARROLL R. WETZEL, JR.

For

For

2.

TO APPROVE THE AMENDMENT TO THE CHARTER OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS AS CONTEMPLATED BY THE ARTICLES OF AMENDMENT.

Management

For

For

3.

TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

4.

TO APPROVE AN ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

07-May-2013

07-May-2013

PIMCO CORPORATE INCOME FUND

Security

72200U100

Meeting Type

Annual

Ticker Symbol

PCN

Meeting Date

30-Apr-2013

ISIN

US72200U1007

Agenda

933746806 - Management

Item

Proposal

Type

Vote

For/Against Management

1)

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

DEBORAH A. DECOTIS

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

12,500

0

18-Mar-2013

18-Mar-2013

POTASH CORPORATION OF SASKATCHEWAN INC.

Security

73755L107

Meeting Type

Annual and Special Meeting

Ticker Symbol

POT

Meeting Date

16-May-2013

ISIN

CA73755L1076

Agenda

933756198 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

C.M. BURLEY

For

For

2

D.G. CHYNOWETH

For

For

3

D. CLAUW

For

For

4

W.J. DOYLE

For

For

5

J.W. ESTEY

For

For

6

G.W. GRANDEY

For

For

7

C.S. HOFFMAN

For

For

8

D.J. HOWE

For

For

9

A.D. LABERGE

For

For

10

K.G. MARTELL

For

For

11

J.J. MCCAIG

For

For

12

M. MOGFORD

For

For

13

E. VIYELLA DE PALIZA

For

For

02

THE APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE CORPORATION.

Management

For

For

03

THE RESOLUTION (ATTACHED AS APPENDIX B TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR) APPROVING THE ADOPTION OF A NEW PERFORMANCE OPTION PLAN, THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX C TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

Management

For

For

04

THE ADVISORY RESOLUTION ACCEPTING THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

28-Mar-2013

28-Mar-2013

POWERSHARES GLOBAL EXCHANGE

Security

73936T565

Meeting Type

Special

Ticker Symbol

PGX

Meeting Date

20-Jun-2013

ISIN

US73936T5653

Agenda

933829991 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

RONN R. BAGGE

For

For

2

TODD J. BARRE

For

For

3

KEVIN M. CAROME

For

For

4

MARC M. KOLE

For

For

5

YUNG BONG LIM

For

For

6

PHILIP M. NUSSBAUM

For

For

7

GARY R. WICKER

For

For

8

DONALD H. WILSON

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

5,000

0

21-May-2013

21-May-2013

PROSPECT CAPITAL CORPORATION

Security

74348T102

Meeting Type

Annual

Ticker Symbol

PSEC

Meeting Date

07-Dec-2012

ISIN

US74348T1025

Agenda

933688852 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

ANDREW C. COOPER

Withheld

Against

2

M. GRIER ELIASEK

Withheld

Against

2.

TO RATIFY THE SELECTION OF BDO USA, LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013.

Management

For

For

3.

TO AUTHORIZE THE COMPANY, WITH APPROVAL OF ITS BOARD OF DIRECTORS, TO SELL SHARES OF ITS COMMON STOCK (DURING THE NEXT 12 MONTHS) AT A PRICE OR PRICES BELOW THE COMPANY'S THEN CURRENT NET ASSET VALUE PER SHARE IN ONE OR MORE OFFERINGS SUBJECT TO CERTAIN CONDITIONS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

4,500

0

02-Oct-2012

02-Oct-2012

QUALCOMM INCORPORATED

Security

747525103

Meeting Type

Annual

Ticker Symbol

QCOM

Meeting Date

05-Mar-2013

ISIN

US7475251036

Agenda

933726397 - Management

Item

Proposal

Type

Vote

For/Against Management

1A

ELECTION OF DIRECTOR: BARBARA T. ALEXANDER

Management

For

For

1B

ELECTION OF DIRECTOR: DONALD G. CRUICKSHANK

Management

For

For

1C

ELECTION OF DIRECTOR: RAYMOND V. DITTAMORE

Management

For

For

1D

ELECTION OF DIRECTOR: SUSAN HOCKFIELD

Management

For

For

1E

ELECTION OF DIRECTOR: THOMAS W. HORTON

Management

For

For

1F

ELECTION OF DIRECTOR: PAUL E. JACOBS

Management

For

For

1G

ELECTION OF DIRECTOR: SHERRY LANSING

Management

For

For

1H

ELECTION OF DIRECTOR: DUANE A. NELLES

Management

For

For

1I

ELECTION OF DIRECTOR: FRANCISCO ROS

Management

For

For

1J

ELECTION OF DIRECTOR: BRENT SCOWCROFT

Management

For

For

1K

ELECTION OF DIRECTOR: MARC I. STERN

Management

For

For

02

TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, AS AMENDED, WHICH INCLUDES AN INCREASE IN THE SHARE RESERVE BY 90,000,000 SHARES.

Management

For

For

03

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 29, 2013.

Management

For

For

04

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

07-Feb-2013

07-Feb-2013

RENT-A-CENTER, INC.

Security

76009N100

Meeting Type

Annual

Ticker Symbol

RCII

Meeting Date

09-May-2013

ISIN

US76009N1000

Agenda

933756655 - Management

Item

Proposal

Type

Vote

For/Against Management

1.1

ELECTION OF CLASS III DIRECTOR: MITCHELL E. FADEL

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1.2

ELECTION OF CLASS III DIRECTOR: PAULA STERN, PH.D.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP, REGISTERED INDEPENDENT ACCOUNTANTS, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.

Management

For

For

3.

PROPOSAL TO ADOPT THE ADVISORY (NON- BINDING) RESOLUTION APPROVING EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

15-Apr-2013

15-Apr-2013

REYNOLDS AMERICAN INC.

Security

761713106

Meeting Type

Annual

Ticker Symbol

RAI

Meeting Date

09-May-2013

ISIN

US7617131062

Agenda

933750932 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: DANIEL M. DELEN

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1B.

ELECTION OF DIRECTOR: MARTIN D. FEINSTEIN

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1C.

ELECTION OF DIRECTOR: LIONEL L. NOWELL, III

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1D.

ELECTION OF DIRECTOR: NEIL R. WITHINGTON

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

Management

For

For

3.

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS

Management

For

For

4.

SHAREHOLDER PROPOSAL ON ELIMINATION OF CLASSIFIED BOARD

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

4,000

0

28-Mar-2013

28-Mar-2013

RPM INTERNATIONAL INC.

Security

749685103

Meeting Type

Annual

Ticker Symbol

RPM

Meeting Date

04-Oct-2012

ISIN

US7496851038

Agenda

933682331 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

JOHN P. ABIZAID

Withheld

Against

2

BRUCE A. CARBONARI

Withheld

Against

3

THOMAS S. GROSS

Withheld

Against

4

JOSEPH P. VIVIANO

Withheld

Against

2.

APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

3.

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

4.

CONSIDER A STOCKHOLDER PROPOSAL TO ELIMINATE CLASSIFICATION OF THE BOARD OF DIRECTORS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

4,000

0

16-Sep-2012

16-Sep-2012

SANOFI

Security

80105N105

Meeting Type

Annual

Ticker Symbol

SNY

Meeting Date

03-May-2013

ISIN

US80105N1054

Agenda

933783753 - Management

Item

Proposal

Type

Vote

For/Against Management

O1

APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012

Management

For

For

O2

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012

Management

For

For

O3

APPROPRIATION OF PROFITS, DECLARATION OF DIVIDEND

Management

For

For

O4

APPOINTMENT OF A DIRECTOR (FABIENNE LECORVAISIER)

Management

For

For

O5

AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY

Management

For

For

E6

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED, OF SHARES AND/OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AND/OR SECURITIES GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT INSTRUMENTS

Management

For

For

E7

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE, WITH PREEMPTIVE RIGHT BEING CANCELLED, OF SHARES AND/OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AND/OR SECURITIES GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT INSTRUMENTS BY PUBLIC OFFERING

Management

For

For

E8

POSSIBILITY OF ISSUING, WITHOUT PREEMPTIVE RIGHT, SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AS CONSIDERATION FOR ASSETS TRANSFERRED TO THE COMPANY AS A CAPITAL CONTRIBUTION IN KIND IN THE FORM OF SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL OF ANOTHER COMPANY

Management

For

For

E9

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT PREEMPTIVE RIGHTS

Management

For

For

E10

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS OR OTHER ITEMS

Management

For

For

E11

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE OF SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH WAIVER OF PREEMPTIVE RIGHT IN THEIR FAVOR

Management

For

For

E12

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ALLOT, WITHOUT PREEMPTIVE RIGHT, EXISTING OR NEW RESTRICTED SHARES IN FULL OR PARTIAL SUBSTITUTION FOR THE DISCOUNT TO A CAPITAL INCREASE RESERVED FOR SALARIED EMPLOYEES

Management

For

For

E13

DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO GRANT, WITHOUT PREEMPTIVE RIGHT, OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES

Management

For

For

E14

AUTHORIZATION TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES

Management

For

For

E15

POWERS FOR FORMALITIES

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

10,000

0

15-Apr-2013

15-Apr-2013

SEADRILL LIMITED

Security

G7945E105

Meeting Type

Annual

Ticker Symbol

SDRL

Meeting Date

21-Sep-2012

ISIN

BMG7945E1057

Agenda

933674980 - Management

Item

Proposal

Type

Vote

For/Against Management

1

TO RE-ELECT JOHN FREDRIKSEN AS A DIRECTOR OF THE COMPANY.

Management

For

For

2

TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR OF THE COMPANY.

Management

For

For

3

TO RE-ELECT KATE BLANKENSHIP AS A DIRECTOR OF THE COMPANY.

Management

For

For

4

TO RE-ELECT KATHRINE FREDRIKSEN AS A DIRECTOR OF THE COMPANY.

Management

For

For

5

TO RE-ELECT CARL ERIK STEEN AS A DIRECTOR OF THE COMPANY.

Management

For

For

6

PROPOSAL TO RE-APPOINT PRICEWATERHOUSECOOPERS, AS OF OSLO, NORWAY AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION.

Management

For

For

7

PROPOSAL TO APPROVE THE REMUNERATION OF THE COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$800,000 FOR THE YEAR ENDED DECEMBER 31, 2012.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

3,000

0

06-Aug-2012

06-Aug-2012

SEATTLE GENETICS, INC.

Security

812578102

Meeting Type

Annual

Ticker Symbol

SGEN

Meeting Date

17-May-2013

ISIN

US8125781026

Agenda

933782268 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

MARC E. LIPPMAN, M.D.

Withheld

Against

2

FRANKLIN M. BERGER

Withheld

Against

3

DANIEL G. WELCH

Withheld

Against

2.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

3.

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

SK TELECOM CO., LTD.

Security

78440P108

Meeting Type

Annual

Ticker Symbol

SKM

Meeting Date

22-Mar-2013

ISIN

US78440P1084

Agenda

933740171 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

APPROVAL OF FINANCIAL STATEMENTS FOR THE 29TH FISCAL YEAR (FROM JANUARY 1, 2012 TO DECEMBER 31, 2012) AS SET FORTH IN ITEM 1 OF THE COMPANY'S AGENDA ENCLOSED HEREWITH.

Management

For

For

2.

APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION AS SET FORTH IN ITEM 2 OF THE COMPANY'S AGENDA ENCLOSED HEREWITH.

Management

For

For

3-1

ELECTION OF AN EXECUTIVE DIRECTOR: CHO, DAESIK

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

3-2

ELECTION OF AN INDEPENDENT NON- EXECUTIVE DIRECTOR: OH, DAESHICK

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

4.

APPROVAL OF THE ELECTION OF A MEMBER OF THE AUDIT COMMITTEE AS SET FORTH IN ITEM 4 OF THE COMPANY'S AGENDA ENCLOSED HEREWITH: OH, DAESHICK.

Management

For

For

5.

APPROVAL OF THE CEILING AMOUNT OF THE REMUNERATION FOR DIRECTORS * PROPOSED CEILING AMOUNT OF THE REMUNERATION FOR DIRECTORS IS KRW 12 BILLION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

18-Mar-2013

18-Mar-2013

STERICYCLE, INC.

Security

858912108

Meeting Type

Annual

Ticker Symbol

SRCL

Meeting Date

21-May-2013

ISIN

US8589121081

Agenda

933774920 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: MARK C. MILLER

Management

For

For

1B.

ELECTION OF DIRECTOR: JACK W. SCHULER

Management

For

For

1C.

ELECTION OF DIRECTOR: CHARLES A. ALUTTO

Management

For

For

1D.

ELECTION OF DIRECTOR: THOMAS D. BROWN

Management

For

For

1E.

ELECTION OF DIRECTOR: ROD F. DAMMEYER

Management

For

For

1F.

ELECTION OF DIRECTOR: WILLIAM K. HALL

Management

For

For

1G.

ELECTION OF DIRECTOR: JONATHAN T. LORD, M.D.

Management

For

For

1H.

ELECTION OF DIRECTOR: JOHN PATIENCE

Management

For

For

1I.

ELECTION OF DIRECTOR: RONALD G. SPAETH

Management

For

For

1J.

ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI

Management

For

For

2.

APPROVAL OF AN AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 600,000 SHARES TO 900,000 SHARES

Management

For

For

3.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013

Management

For

For

4.

ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO THE COMPANY'S EXECUTIVE OFFICERS

Management

For

For

5.

STOCKHOLDER PROPOSAL REQUIRING EXECUTIVES TO HOLD EQUITY AWARDS UNTIL RETIREMENT OR TERMINATING EMPLOYMENT

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

15-Apr-2013

15-Apr-2013

TCW FUNDS, INC.

Security

87234N880

Meeting Type

Special

Ticker Symbol

TGLMX

Meeting Date

20-Dec-2012

ISIN

US87234N8801

Agenda

933698562 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO APPROVE A NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE CORPORATION AND TCW INVESTMENT MANAGEMENT COMPANY, THE FUND'S CURRENT INVESTMENT ADVISER.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

85,422

0

24-Oct-2012

24-Oct-2012

TELEFONICA, S.A.

Security

879382208

Meeting Type

Annual

Ticker Symbol

TEF

Meeting Date

30-May-2013

ISIN

US8793822086

Agenda

933827682 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE INDIVIDUAL ANNUAL ACCOUNTS, THE CONSOLIDATED FINANCIAL STATEMENTS (CONSOLIDATED ANNUAL ACCOUNTS) AND THE MANAGEMENT REPORT OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP OF COMPANIES, AS WELL AS OF THE PROPOSED ALLOCATION OF THE PROFITS/LOSSES OF TELEFONICA, S.A. AND THE MANAGEMENT OF ITS BOARD OF DIRECTORS, ALL WITH RESPECT TO FISCAL YEAR 2012.

Management

For

2A.

RE-ELECTION OF MR. JOSE MARIA ABRIL PEREZ AS DIRECTOR.

Management

For

2B.

RE-ELECTION OF MR. JOSE FERNANDO DE ALMANSA MORENO-BARREDA AS DIRECTOR.

Management

For

2C.

RE-ELECTION OF MS. EVA CASTILLO SANZ AS DIRECTOR.

Management

For

2D.

RE-ELECTION OF MR. LUIZ FERNANDO FURLAN AS DIRECTOR.

Management

For

2E.

RE-ELECTION OF MR. FRANCISCO JAVIER DE PAZ MANCHO AS DIRECTOR.

Management

For

2F.

RATIFICATION OF MR. SANTIAGO FERNANDEZ VALBUENA AS DIRECTOR.

Management

For

3.

RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2013.

Management

For

4A.

AMENDMENT OF ARTICLES 17 (IN CONNECTION WITH A PART OF ITS CONTENT WHICH WILL BECOME A NEW ARTICLE 20), AND 20 BIS OF THE BY-LAWS (WHICH BECOMES THE NEW ARTICLE 25), AND ADDITION OF TWO NEW ARTICLES, NUMBERED 32 AND 40, TO IMPROVE THE REGULATIONS OF THE GOVERNING BODIES OF TELEFONICA, S.A.

Management

For

4B.

AMENDMENT OF ARTICLES 16, 18, 18 BIS AND 21 OF THE BY-LAWS (WHICH BECOME ARTICLES 17, 22, 4 AND 26, RESPECTIVELY) AND ADDITION OF TWO NEW ARTICLES, NUMBERED 43 AND 44, WITH A VIEW TO BRINGING THE PROVISIONS OF THE BY- LAWS INTO LINE WITH THE LATEST LEGISLATIVE CHANGES.

Management

For

4C.

APPROVAL OF A CONSOLIDATED TEXT OF THE BY-LAWS WITH A VIEW TO SYSTEMATIZING AND STANDARDIZING ITS CONTENT, INCORPORATING THE AMENDMENTS APPROVED, AND RENUMBERING SEQUENTIALLY THE TITLES, SECTIONS, AND ARTICLES INTO WHICH IT IS DIVIDED.

Management

For

5.

AMENDMENT AND APPROVAL OF THE CONSOLIDATED REGULATIONS FOR THE GENERAL SHAREHOLDERS' MEETING.

Management

For

6.

SHAREHOLDER COMPENSATION. DISTRIBUTION OF DIVIDENDS WITH A CHARGE TO UNRESTRICTED RESERVES.

Management

For

7.

DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO ISSUE DEBENTURES, BONDS, NOTES AND OTHER FIXED-INCOME SECURITIES, BE THEY SIMPLE, EXCHANGEABLE AND/OR CONVERTIBLE, GRANTING THE BOARD, IN THE LAST CASE, THE POWER TO EXCLUDE THE PRE-EMPTIVE RIGHTS OF SHAREHOLDERS, AS WELL AS THE POWER TO ISSUE PREFERRED SHARES AND THE POWER TO GUARANTEE ISSUANCES BY COMPANIES OF THE GROUP.

Management

For

8.

DELEGATION OF POWERS TO FORMALIZE, INTERPRET, CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS' MEETING.

Management

For

9.

CONSULTATIVE VOTE ON THE REPORT ON DIRECTOR COMPENSATION POLICY OF TELEFONICA, S.A.

Management

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

6,500

0

21-May-2013

21-May-2013

TEMPLETON EMERGING MKTS INCOME FUND

Security

880192109

Meeting Type

Annual

Ticker Symbol

TEI

Meeting Date

01-Mar-2013

ISIN

US8801921094

Agenda

933722705 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

FRANK J. CROTHERS

Withheld

Against

2

FRANK A. OLSON

Withheld

Against

3

CHARLES B. JOHNSON

Withheld

Against

4

GREGORY E. JOHNSON

Withheld

Against

2.

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FUND FOR THE FISCAL YEAR ENDING AUGUST 31, 2013.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

25,000

0

14-Jan-2013

14-Jan-2013

TEMPLETON GLOBAL INCOME FUND

Security

880198106

Meeting Type

Annual

Ticker Symbol

GIM

Meeting Date

01-Mar-2013

ISIN

US8801981064

Agenda

933722933 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

FRANK J. CROTHERS

Withheld

Against

2

LARRY D. THOMPSON

Withheld

Against

3

CHARLES B. JOHNSON

Withheld

Against

4

GREGORY E. JOHNSON

Withheld

Against

2.

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FUND FOR THE FISCAL YEAR ENDING AUGUST 31, 2013.

Management

For

For

3.

IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL REQUESTING THE BOARD INSTITUTE TRANSPARENT PROCEDURES TO AVOID HOLDING INVESTMENTS IN COMPANIES THAT, IN MANAGEMENT'S JUDGMENT, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE OR CRIMES AGAINST HUMANITY.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

64,800

0

14-Jan-2013

14-Jan-2013

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

Security

881624209

Meeting Type

Annual

Ticker Symbol

TEVA

Meeting Date

12-Sep-2012

ISIN

US8816242098

Agenda

933679447 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO APPROVE THE RESOLUTION OF THE BOARD OF DIRECTORS TO DECLARE AND DISTRIBUTE THE CASH DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2011, PAID IN FOUR INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS 3.40 (APPROXIMATELY US$0.95, ACCORDING TO THE APPLICABLE EXCHANGE RATES PER ORDINARY SHARE (OR ADS).

Management

For

For

2A.

ELECTION OF DIRECTOR: DR. PHILLIP FROST

Management

Against

Against

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2B.

ELECTION OF DIRECTOR: MR. ROGER ABRAVANEL

Management

Against

Against

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2C.

ELECTION OF DIRECTOR: PROF. RICHARD A. LERNER

Management

Against

Against

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2D.

ELECTION OF DIRECTOR: MS. GALIA MAOR

Management

Against

Against

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2E.

ELECTION OF DIRECTOR: MR. EREZ VIGODMAN

Management

Against

Against

Vote Is Contrary To Policy

Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

3A.

TO APPROVE THE PAYMENT TO EACH OF THE COMPANY'S DIRECTORS, OTHER THAN THE CHAIRMAN AND THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$190,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE) PLUS A PER MEETING FEE OF US$2,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE). SUCH PAYMENTS WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS.

Management

For

For

3B.

TO APPROVE THE REIMBURSEMENT AND REMUNERATION FOR DR. PHILLIP FROST, CHAIRMAN OF THE BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

Management

For

For

3C.

TO APPROVE PAYMENT TO PROF. MOSHE MANY, FOR HIS SERVICE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$400,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE), FOR SUCH TIME AS PROF. MANY CONTINUES TO SERVE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS. SUCH PAYMENT WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS.

Management

For

For

4.

TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION IN THE MANNER DESCRIBED IN THE COMPANY'S PROXY STATEMENT AND AS REFLECTED IN THE AMENDED ARTICLES OF ASSOCIATION ATTACHED THERETO.

Management

For

For

5.

TO APPROVE INDEMNIFICATION AND RELEASE AGREEMENTS FOR THE DIRECTORS OF THE COMPANY.

Management

For

For

6.

TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2013 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE ITS COMPENSATION, PROVIDED SUCH COMPENSATION IS ALSO APPROVED BY THE AUDIT COMMITTEE.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

28-Aug-2012

28-Aug-2012

THE BANK OF NOVA SCOTIA

Security

064149107

Meeting Type

Annual

Ticker Symbol

BNS

Meeting Date

09-Apr-2013

ISIN

CA0641491075

Agenda

933738075 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

RONALD A. BRENNEMAN

For

For

2

C.J. CHEN

For

For

3

DAVID A. DODGE

For

For

4

N. ASHLEIGH EVERETT

For

For

5

JOHN C. KERR

For

For

6

JOHN T. MAYBERRY

For

For

7

THOMAS C. O'NEILL

For

For

8

BRIAN J. PORTER

For

For

9

AARON W. REGENT

For

For

10

INDIRA V. SAMARASEKERA

For

For

11

SUSAN L. SEGAL

For

For

12

PAUL D. SOBEY

For

For

13

BARBARA S. THOMAS

For

For

14

RICHARD E. WAUGH

For

For

02

APPOINTMENT OF KPMG LLP AS AUDITORS.

Management

For

For

03

ADVISORY VOTE ON NON-BINDING RESOLUTION ON EXECUTIVE COMPENSATION APPROACH.

Management

For

For

04

SHAREHOLDER PROPOSAL 1.

Shareholder

Against

For

05

SHAREHOLDER PROPOSAL 2.

Shareholder

Against

For

06

SHAREHOLDER PROPOSAL 3.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

1,300

0

18-Mar-2013

18-Mar-2013

THE HERSHEY COMPANY

Security

427866108

Meeting Type

Annual

Ticker Symbol

HSY

Meeting Date

30-Apr-2013

ISIN

US4278661081

Agenda

933746236 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

P.M. ARWAY

For

For

2

J.P. BILBREY

For

For

3

R.F. CAVANAUGH

For

For

4

C.A. DAVIS

For

For

5

R.M. MALCOLM

For

For

6

J.M. MEAD

For

For

7

J.E. NEVELS

For

For

8

A.J. PALMER

For

For

9

T.J. RIDGE

For

For

10

D.L. SHEDLARZ

For

For

2.

RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2013.

Management

For

For

3.

APPROVE, ON A NON-BINDING ADVISORY BASIS, A RESOLUTION APPROVING EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,000

0

28-Mar-2013

28-Mar-2013

THE J. M. SMUCKER COMPANY

Security

832696405

Meeting Type

Annual

Ticker Symbol

SJM

Meeting Date

15-Aug-2012

ISIN

US8326964058

Agenda

933665436 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: PAUL J. DOLAN

Management

For

For

1B.

ELECTION OF DIRECTOR: NANCY LOPEZ KNIGHT

Management

For

For

1C.

ELECTION OF DIRECTOR: GARY A. OATEY

Management

For

For

1D.

ELECTION OF DIRECTOR: ALEX SHUMATE

Management

For

For

1E.

ELECTION OF DIRECTOR: TIMOTHY P. SMUCKER

Management

For

For

2.

RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.

Management

For

For

3.

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.        BOARD RECOMMENDS YOU VOTE "AGAINST" PROPOSALS 4 & 5

Management

For

For

4.

SHAREHOLDER PROPOSAL URGING DIRECTORS TO ACT TO REPEAL THE CLASSIFIED BOARD OF DIRECTORS.

Shareholder

Against

For

5.

SHAREHOLDER PROPOSAL REQUESTING AN EXPANDED GREEN COFFEE SUSTAINABILITY PLAN.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

12-Jul-2012

12-Jul-2012

THE MOSAIC COMPANY

Security

61945C103

Meeting Type

Annual

Ticker Symbol

MOS

Meeting Date

04-Oct-2012

ISIN

US61945C1036

Agenda

933680173 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: PHYLLIS E. COCHRAN

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1B.

ELECTION OF DIRECTOR: GREGORY L. EBEL

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1C.

ELECTION OF DIRECTOR: ROBERT L. LUMPKINS

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1D.

ELECTION OF DIRECTOR: WILLIAM T. MONAHAN

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

2.

RATIFICATION OF ELECTION OF ONE DIRECTOR, HAROLD H. MACKAY.

Management

Against

Against

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

3.

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT OUR FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDING MAY 31, 2013 AND THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING AS OF MAY 31, 2013.

Management

For

For

4.

A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON- PAY").

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

4,000

0

16-Sep-2012

16-Sep-2012

THE PEP BOYS - MANNY, MOE & JACK

Security

713278109

Meeting Type

Annual

Ticker Symbol

PBY

Meeting Date

12-Sep-2012

ISIN

US7132781094

Agenda

933671376 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: JANE SCACCETTI

Management

For

For

1B.

ELECTION OF DIRECTOR: JOHN T. SWEETWOOD

Management

For

For

1C.

ELECTION OF DIRECTOR: M. SHAN ATKINS

Management

For

For

1D.

ELECTION OF DIRECTOR: ROBERT H. HOTZ

Management

For

For

1E.

ELECTION OF DIRECTOR: JAMES A. MITAROTONDA

Management

For

For

1F.

ELECTION OF DIRECTOR: NICK WHITE

Management

For

For

1G.

ELECTION OF DIRECTOR: MICHAEL R. ODELL

Management

For

For

2.

AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

Management

For

For

3.

THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

4.

A SHAREHOLDER PROPOSAL REGARDING REQUIRING OUR EXECUTIVE OFFICERS TO RETAIN PEP BOYS STOCK FOLLOWING THE TERMINATION OF THEIR EMPLOYMENT, IF PRESENTED BY ITS PROPONENT.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

30,000

0

06-Aug-2012

06-Aug-2012

THE PEP BOYS - MANNY, MOE & JACK

Security

713278109

Meeting Type

Annual

Ticker Symbol

PBY

Meeting Date

12-Jun-2013

ISIN

US7132781094

Agenda

933805674 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: JANE SCACCETTI

Management

For

For

1B.

ELECTION OF DIRECTOR: JOHN T. SWEETWOOD

Management

For

For

1C.

ELECTION OF DIRECTOR: M. SHAN ATKINS

Management

For

For

1D.

ELECTION OF DIRECTOR: ROBERT H. HOTZ

Management

For

For

1E.

ELECTION OF DIRECTOR: JAMES A. MITAROTONDA

Management

For

For

1F.

ELECTION OF DIRECTOR: NICK WHITE

Management

For

For

1G.

ELECTION OF DIRECTOR: MICHAEL R. ODELL

Management

For

For

1H.

ELECTION OF DIRECTOR: ROBERT ROSENBLATT

Management

For

For

1I.

ELECTION OF DIRECTOR: ANDREA M. WEISS

Management

For

For

2.

AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

Management

For

For

3.

THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

15,000

0

07-May-2013

07-May-2013

THE PROCTER & GAMBLE COMPANY

Security

742718109

Meeting Type

Annual

Ticker Symbol

PG

Meeting Date

09-Oct-2012

ISIN

US7427181091

Agenda

933681062 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: ANGELA F. BRALY

Management

For

For

1B.

ELECTION OF DIRECTOR: KENNETH I. CHENAULT

Management

For

For

1C.

ELECTION OF DIRECTOR: SCOTT D. COOK

Management

For

For

1D.

ELECTION OF DIRECTOR: SUSAN DESMOND- HELLMANN

Management

For

For

1E.

ELECTION OF DIRECTOR: ROBERT A. MCDONALD

Management

For

For

1F.

ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.

Management

For

For

1G.

ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS

Management

For

For

1H.

ELECTION OF DIRECTOR: MARGARET C. WHITMAN

Management

For

For

1I.

ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER

Management

For

For

1J.

ELECTION OF DIRECTOR: PATRICIA A. WOERTZ

Management

For

For

1K.

ELECTION OF DIRECTOR: ERNESTO ZEDILLO

Management

For

For

2.

RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Management

For

For

3.

ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE SAY ON PAY VOTE)

Management

For

For

4.

SHAREHOLDER PROPOSAL #1 - SAY ON POLITICAL CONTRIBUTION (PAGE 67 OF PROXY STATEMENT)

Shareholder

Against

For

5.

SHAREHOLDER PROPOSAL #2 - PRODUCER RESPONSIBILITY FOR PACKAGING (PAGE 70 OF PROXY STATEMENT)

Shareholder

Against

For

6.

SHAREHOLDER PROPOSAL #3 - ADOPT SIMPLE MAJORITY VOTE (PAGE 72 OF PROXY STATEMENT)

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

5,000

0

16-Sep-2012

16-Sep-2012

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

16-Sep-2012

16-Sep-2012

THE SOUTHERN COMPANY

Security

842587107

Meeting Type

Annual

Ticker Symbol

SO

Meeting Date

22-May-2013

ISIN

US8425871071

Agenda

933789490 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: J.P. BARANCO

Management

For

For

1B.

ELECTION OF DIRECTOR: J.A. BOSCIA

Management

For

For

1C.

ELECTION OF DIRECTOR: H.A. CLARK III

Management

For

For

1D.

ELECTION OF DIRECTOR: T.A. FANNING

Management

For

For

1E.

ELECTION OF DIRECTOR: D.J. GRAIN

Management

For

For

1F.

ELECTION OF DIRECTOR: H.W. HABERMEYER, JR.

Management

For

For

1G.

ELECTION OF DIRECTOR: V.M. HAGEN

Management

For

For

1H.

ELECTION OF DIRECTOR: W.A. HOOD, JR.

Management

For

For

1I.

ELECTION OF DIRECTOR: D.M. JAMES

Management

For

For

1J.

ELECTION OF DIRECTOR: D.E. KLEIN

Management

For

For

1K.

ELECTION OF DIRECTOR: W.G. SMITH, JR.

Management

For

For

1L.

ELECTION OF DIRECTOR: S.R. SPECKER

Management

For

For

1M.

ELECTION OF DIRECTOR: E.J. WOOD III

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013

Management

For

For

3.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICERS' COMPENSATION

Management

For

For

4.

RATIFICATION OF BY-LAW AMENDMENT

Management

For

For

5.

AMENDMENT TO COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE TWO- THIRDS SUPERMAJORITY REQUIREMENTS IN ARTICLE ELEVENTH TO A MAJORITY VOTE

Management

For

For

6.

AMENDMENT TO COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE 75% SUPERMAJORITY REQUIREMENTS IN ARTICLE THIRTEENTH TO A TWO-THIRDS VOTE

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

14,500

0

15-Apr-2013

15-Apr-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

3,000

0

15-Apr-2013

15-Apr-2013

THE TRAVELERS COMPANIES, INC.

Security

89417E109

Meeting Type

Annual

Ticker Symbol

TRV

Meeting Date

22-May-2013

ISIN

US89417E1091

Agenda

933777887 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: ALAN L. BELLER

Management

For

For

1B.

ELECTION OF DIRECTOR: JOHN H. DASBURG

Management

For

For

1C.

ELECTION OF DIRECTOR: JANET M. DOLAN

Management

For

For

1D.

ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN

Management

For

For

1E.

ELECTION OF DIRECTOR: JAY S. FISHMAN

Management

For

For

1F.

ELECTION OF DIRECTOR: PATRICIA L. HIGGINS

Management

For

For

1G.

ELECTION OF DIRECTOR: THOMAS R. HODGSON

Management

For

For

1H.

ELECTION OF DIRECTOR: WILLIAM J. KANE

Management

For

For

1I.

ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH JR.

Management

For

For

1J.

ELECTION OF DIRECTOR: DONALD J. SHEPARD

Management

For

For

1K.

ELECTION OF DIRECTOR: LAURIE J. THOMSEN

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS TRAVELERS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

3.

NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

4.

AMENDMENT TO ARTICLES OF INCORPORATION TO PROVIDE ADDITIONAL AUTHORITY TO ISSUE PREFERRED STOCK.

Management

For

For

5.

SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS AND EXPENDITURES, IF PRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

2,000

0

15-Apr-2013

15-Apr-2013

THL CREDIT, INC.

Security

872438106

Meeting Type

Annual

Ticker Symbol

TCRD

Meeting Date

10-Jun-2013

ISIN

US8724381061

Agenda

933815865 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

DAVID K. DOWNES

For

For

2

NANCY HAWTHORNE

For

For

3

KEITH W. HUGHES

For

For

4

JAMES K. HUNT

For

For

5

JOHN A. SOMMERS

For

For

6

DAVID P. SOUTHWELL

For

For

2.

APPROVAL OF A PROPOSAL TO AUTHORIZE THE COMPANY TO SELL OR OTHERWISE ISSUE UP TO 25% OF THE COMPANY'S OUTSTANDING COMMON STOCK AT A PRICE BELOW THE COMPANY'S THEN CURRENT NAV.

Management

For

For

3.

APPROVAL OF A PROPOSAL TO AUTHORIZE THE COMPANY TO OFFER AND ISSUE DEBT WITH WARRANTS OR DEBT CONVERTIBLE INTO SHARES OF ITS COMMON STOCK AT AN EXERCISE OR CONVERSION PRICE THAT, AT THE TIME SUCH WARRANTS OR CONVERTIBLE DEBT ARE ISSUED, WILL NOT BE LESS THAN THE MARKET VALUE PER SHARES BUT MAY BE BELOW THE COMPANY'S THEN CURRENT NAV.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

10,000

0

07-May-2013

07-May-2013

TRANSOCEAN, LTD.

Security

H8817H100

Meeting Type

Contested-Annual

Ticker Symbol

RIG

Meeting Date

17-May-2013

ISIN

CH0048265513

Agenda

933786735 - Management

Item

Proposal

Type

Vote

For/Against Management

1

APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012.

Management

For

For

2

APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012.

Management

For

For

3A

APPROVAL OF THE COMPANY'S PAYMENT OF A DIVIDEND IN PRINCIPLE.

Management

For

For

3B1

COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED).

Management

For

For

3B2

ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED).

Management

Abstain

4

READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY.

Management

For

For

5

REPEAL OF STAGGERED BOARD.

Management

For

6A

ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6B

ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6C

ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6D

ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6E

ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6F

ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

Against

For

6G

ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

Against

For

6H

ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

Against

For

7

APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE- YEAR TERM.

Management

For

For

8

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

07-May-2013

07-May-2013

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

07-May-2013

07-May-2013

TRANSOCEAN, LTD.

Security

H8817H100

Meeting Type

Contested-Annual

Ticker Symbol

RIG

Meeting Date

17-May-2013

ISIN

CH0048265513

Agenda

933816881 - Management

Item

Proposal

Type

Vote

For/Against Management

1

APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012.

Management

For

For

2

APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012.

Management

For

For

3A

APPROVAL OF THE COMPANY'S PAYMENT OF A DIVIDEND IN PRINCIPLE.

Management

For

For

3B1

COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED).

Management

For

For

3B2

ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED).

Management

Abstain

4

READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY.

Management

For

For

5

REPEAL OF STAGGERED BOARD.

Management

Abstain

6A

ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6B

ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6C

ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6D

ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6E

ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Management

For

For

6F

ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Shareholder

Against

For

6G

ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Shareholder

Against

For

6H

ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES)

Shareholder

Against

For

7

APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE- YEAR TERM.

Management

For

For

8

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

07-May-2013

07-May-2013

TWO HARBORS INVESTMENT CORP.

Security

90187B101

Meeting Type

Annual

Ticker Symbol

TWO

Meeting Date

21-May-2013

ISIN

US90187B1017

Agenda

933772661 - Management

Item

Proposal

Type

Vote

For/Against Management

1

DIRECTOR

Management

1

JAMES J. BENDER

For

For

2

MARK D. EIN

For

For

3

WILLIAM W. JOHNSON

For

For

4

STEPHEN G. KASNET

For

For

5

W. REID SANDERS

For

For

6

THOMAS SIERING

For

For

7

BRIAN C. TAYLOR

For

For

8

HOPE B. WOODHOUSE

For

For

2

APPROVAL OF THE TWO HARBORS RESTATED 2009 EQUITY INCENTIVE PLAN.

Management

For

For

3

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

4

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

50,000

0

15-Apr-2013

15-Apr-2013

US ECOLOGY, INC.

Security

91732J102

Meeting Type

Annual

Ticker Symbol

ECOL

Meeting Date

30-May-2013

ISIN

US91732J1025

Agenda

933786608 - Management

Item

Proposal

Type

Vote

For/Against Management

1.1

ELECTION OF DIRECTOR: VICTOR J. BARNHART

Management

For

For

1.2

ELECTION OF DIRECTOR: JOE F. COLVIN

Management

For

For

1.3

ELECTION OF DIRECTOR: DANIEL FOX

Management

For

For

1.4

ELECTION OF DIRECTOR: JEFFREY S. MERRIFIELD

Management

For

For

1.5

ELECTION OF DIRECTOR: STEPHEN A. ROMANO

Management

For

For

2.

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY'S FISCAL YEAR ENDING DECEMBER 31, 2013.

Management

For

For

3.

TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

6,000

0

07-May-2013

07-May-2013

VARIAN MEDICAL SYSTEMS, INC.

Security

92220P105

Meeting Type

Annual

Ticker Symbol

VAR

Meeting Date

14-Feb-2013

ISIN

US92220P1057

Agenda

933721830 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

R. ANDREW ECKERT

Withheld

Against

2

MARK R. LARET

Withheld

Against

3

ERICH R. REINHARDT

Withheld

Against

2.

TO APPROVE THE COMPENSATION OF THE VARIAN MEDICAL SYSTEMS, INC. NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT

Management

For

For

3.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS VARIAN MEDICAL SYSTEMS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013

Management

For

For

4.

TO VOTE ON, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, A STOCKHOLDER PROPOSAL RECOMMENDING THAT THE BOARD OF DIRECTORS TAKE ACTION TO DECLASSIFY THE BOARD

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

1,500

0

14-Jan-2013

14-Jan-2013

VENTAS, INC.

Security

92276F100

Meeting Type

Annual

Ticker Symbol

VTR

Meeting Date

16-May-2013

ISIN

US92276F1003

Agenda

933768496 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: DEBRA A. CAFARO

Management

For

For

1B.

ELECTION OF DIRECTOR: DOUGLAS CROCKER II

Management

For

For

1C.

ELECTION OF DIRECTOR: RONALD G. GEARY

Management

For

For

1D.

ELECTION OF DIRECTOR: JAY M. GELLERT

Management

For

For

1E.

ELECTION OF DIRECTOR: RICHARD I. GILCHRIST

Management

For

For

1F.

ELECTION OF DIRECTOR: MATTHEW J. LUSTIG

Management

For

For

1G.

ELECTION OF DIRECTOR: DOUGLAS M. PASQUALE

Management

For

For

1H.

ELECTION OF DIRECTOR: ROBERT D. REED

Management

For

For

1I.

ELECTION OF DIRECTOR: SHELI Z. ROSENBERG

Management

For

For

1J.

ELECTION OF DIRECTOR: GLENN J. RUFRANO

Management

For

For

1K.

ELECTION OF DIRECTOR: JAMES D. SHELTON

Management

For

For

2.

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013.

Management

For

For

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

4.

STOCKHOLDER PROPOSAL REGARDING AN EQUITY RETENTION POLICY.

Shareholder

Against

For

5.

STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN.

Shareholder

Against

For

6.

STOCKHOLDER PROPOSAL REGARDING ACCELERATION OF EQUITY AWARD VESTING.

Shareholder

Against

For

7.

STOCKHOLDER PROPOSAL REGARDING TAX GROSS-UP PAYMENTS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698968

DIVIDEND PORTFOLIO

2698968

NORTHERN TRUST COMPANY

2,000

0

15-Apr-2013

15-Apr-2013

VODAFONE GROUP PLC

Security

92857W209

Meeting Type

Annual

Ticker Symbol

VOD

Meeting Date

23-Jul-2013

ISIN

US92857W2098

Agenda

933848179 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 MARCH 2013

Management

For

For

2.

TO RE-ELECT GERARD KLEISTERLEE AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)

Management

For

For

3.

TO RE-ELECT VITTORIO COLAO AS A DIRECTOR

Management

For

For

4.

TO RE-ELECT ANDY HALFORD AS A DIRECTOR

Management

For

For

5.

TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR

Management

For

For

6.

TO RE-ELECT RENEE JAMES AS A DIRECTOR (MEMBER OF THE REMUNERATION COMMITTEE)

Management

For

For

7.

TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE)

Management

For

For

8.

TO RE-ELECT SAMUEL JONAH AS A DIRECTOR (MEMBER OF THE REMUNERATION COMMITTEE)

Management

For

For

9.

TO ELECT OMID KORDESTANI AS A DIRECTOR

Management

For

For

10.

TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE)

Management

For

For

11.

TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE)

Management

For

For

12.

TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE AND MEMBER OF THE REMUNERATION COMMITTEE)

Management

For

For

13.

TO RE-ELECT ANTHONY WATSON AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE AND MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)

Management

For

For

14.

TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE AND MEMBER OF THE REMUNERATION COMMITTEE)

Management

For

For

15.

TO APPROVE A FINAL DIVIDEND OF 6.92 PENCE PER ORDINARY SHARE

Management

For

For

16.

TO APPROVE THE REMUNERATION REPORT OF THE BOARD FOR THE YEAR ENDED 31 MARCH 2013

Management

For

For

17.

TO RE-APPOINT DELOITTE LLP AS AUDITOR

Management

For

For

18.

TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR

Management

For

For

19.

TO AUTHORISE THE DIRECTORS TO ALLOT SHARES

Management

For

For

S20

TO AUTHORISE THE DIRECTORS TO DIS- APPLY PRE-EMPTION RIGHTS

Management

For

For

S21

TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES (SECTION 701, COMPANIES ACT 2006)

Management

For

For

22.

TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE

Management

For

For

S23

TO AUTHORISE THE CALLING OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS' NOTICE

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

20,000

0

17-Jun-2013

17-Jun-2013

WASTE MANAGEMENT, INC.

Security

94106L109

Meeting Type

Annual

Ticker Symbol

WM

Meeting Date

10-May-2013

ISIN

US94106L1098

Agenda

933750209 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: BRADBURY H. ANDERSON

Management

For

For

1B.

ELECTION OF DIRECTOR: FRANK M. CLARK, JR.

Management

For

For

1C.

ELECTION OF DIRECTOR: PATRICK W. GROSS

Management

For

For

1D.

ELECTION OF DIRECTOR: VICTORIA M. HOLT

Management

For

For

1E.

ELECTION OF DIRECTOR: JOHN C. POPE

Management

For

For

1F.

ELECTION OF DIRECTOR: W. ROBERT REUM

Management

For

For

1G.

ELECTION OF DIRECTOR: DAVID P. STEINER

Management

For

For

1H.

ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

3.

APPROVAL OF OUR EXECUTIVE COMPENSATION.

Management

For

For

4.

STOCKHOLDER PROPOSAL REGARDING A REQUIREMENT FOR SENIOR EXECUTIVES TO HOLD A SIGNIFICANT PERCENTAGE OF EQUITY AWARDS UNTIL RETIREMENT, IF PROPERLY PRESENTED AT THE MEETING.

Shareholder

Against

For

5.

STOCKHOLDER PROPOSAL REGARDING DISCLOSURE OF POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING.

Shareholder

Against

For

6.

STOCKHOLDER PROPOSAL REGARDING COMPENSATION BENCHMARKING CAP, IF PROPERLY PRESENTED AT THE MEETING.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698976

BMC #4

2698976

NORTHERN TRUST COMPANY

500

0

15-Apr-2013

15-Apr-2013

WESTERN ASSET EMERGING MKTS DEBT FD INC.

Security

95766A101

Meeting Type

Annual

Ticker Symbol

ESD

Meeting Date

26-Apr-2013

ISIN

US95766A1016

Agenda

933769234 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

Vote Is Contrary To Policy

Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting.

1

LESLIE H. GELB*

Withheld

Against

2

R. JAY GERKEN*

Withheld

Against

3

WILLIAM R. HUTCHINSON*

Withheld

Against

4

EILEEN A. KAMERICK#

Withheld

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698969

BMC-FIX

2698969

NORTHERN TRUST COMPANY

15,000

0

15-Apr-2013

15-Apr-2013

XEROX CORPORATION

Security

984121103

Meeting Type

Annual

Ticker Symbol

XRX

Meeting Date

21-May-2013

ISIN

US9841211033

Agenda

933779487 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: GLENN A. BRITT

Management

For

For

1B.

ELECTION OF DIRECTOR: URSULA M. BURNS

Management

For

For

1C.

ELECTION OF DIRECTOR: RICHARD J. HARRINGTON

Management

For

For

1D.

ELECTION OF DIRECTOR: WILLIAM CURT HUNTER

Management

For

For

1E.

ELECTION OF DIRECTOR: ROBERT J. KEEGAN

Management

For

For

1F.

ELECTION OF DIRECTOR: ROBERT A. MCDONALD

Management

For

For

1G.

ELECTION OF DIRECTOR: CHARLES PRINCE

Management

For

For

1H.

ELECTION OF DIRECTOR: ANN N. REESE

Management

For

For

1I.

ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER

Management

For

For

1J.

ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER

Management

For

For

2.

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

Management

For

For

3.

APPROVAL, ON AN ADVISORY BASIS, OF THE 2012 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

4.

APPROVAL OF THE 2013 AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2004 EQUITY COMPENSATION PLAN FOR NON- EMPLOYEE DIRECTORS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

2698975

BMC #3

2698975

NORTHERN TRUST COMPANY

74,100

0

15-Apr-2013

15-Apr-2013

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.

BMC FUND, INC.

By: /s/ Paul H. Broyhill                  

Paul H. Broyhill, Chief Executive Officer

Date: July 17, 2013