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:	811-04797
Exact name of registrant as specified in charter:	Oppenheimer Equity Income Fund, Inc.
Address of principal executive offices:	6803 South Tucson Way
	Centennial, CO 80112-3924
Name and address of agent for service:	Arthur S. Gabinet, Executive Vice President
	& General Counsel
	OppenheimerFunds, Inc.
	Two World Financial Center
	225 Liberty Street
	New York, NY 10281-1008
Registrant’s telephone number, including area code:	303-768-3200
Date of fiscal year end:	10/31
Date of reporting period:	07/01/2011-06/30/2012

Item 1. Proxy Voting Record

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

ICA File Number: 811-04797
Reporting Period: 07/01/2011 - 06/30/2012
Oppenheimer Equity Income Fund, Inc.









===================== Oppenheimer Equity Income Fund, Inc. =====================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       Withhold     Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Research Animal Care and      Against   Abstain      Shareholder
      Promotion of Testing Alternatives
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Anti Gross-up Policy              Against   For          Shareholder
8     Stock Retention/Holding Period          Against   For          Shareholder
9     Cease Compliance Adjustments to         Against   For          Shareholder
      Performance Criteria
10    Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: JAN 09, 2012   Meeting Type: Special
Record Date:  NOV 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Dividend Distribution from      For       For          Management
      Legal Reserves


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AIRCASTLE LIMITED

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Size of Board       For       For          Management
2.1   Elect Director Giovanni Bisignani       For       For          Management
2.2   Elect Director Wesley R. Edens          For       Withhold     Management
2.3   Elect Director Peter V. Ueberroth       For       For          Management
3     Ratify Ernst & Young, LLP as Auditors   For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMERICAN ELECTRIC POWER COMPANY, INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nicholas K. Akins        For       For          Management
2     Elect Director David J. Anderson        For       For          Management
3     Elect Director James F. Cordes          For       For          Management
4     Elect Director Ralph D. Crosby, Jr.     For       For          Management
5     Elect Director Linda A. Goodspeed       For       For          Management
6     Elect Director Thomas E. Hoaglin        For       For          Management
7     Elect Director Michael G. Morris        For       For          Management
8     Elect Director Richard C. Notebaert     For       For          Management
9     Elect Director Lionel L. Nowell, III    For       For          Management
10    Elect Director Richard L. Sandor        For       For          Management
11    Elect Director Sara Martinez Tucker     For       For          Management
12    Elect Director John F. Turner           For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.

Ticker:       ARI            Security ID:  03762U105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas D. Abbey         For       For          Management
1.2   Elect Director Joseph F. Azrack         For       For          Management
1.3   Elect Director Mark C. Biderman         For       For          Management
1.4   Elect Director Alice Connell            For       For          Management
1.5   Elect Director Eric L. Press            For       For          Management
1.6   Elect Director Michael E. Salvati       For       For          Management
1.7   Elect Director Stuart A. Rothstein      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 03, 2011   Meeting Type: Annual
Record Date:  SEP 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George W. Buckley        For       For          Management
2     Elect Director Mollie Hale Carter       For       For          Management
3     Elect Director Terrell K. Crews         For       For          Management
4     Elect Director Pierre Dufour            For       For          Management
5     Elect Director Donald E. Felsinger      For       For          Management
6     Elect Director Antonio Maciel           For       For          Management
7     Elect Director Patrick J. Moore         For       For          Management
8     Elect Director Thomas F. O'Neill        For       For          Management
9     Elect Director Kelvin R. Westbrook      For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Adopt Policy to Prohibit Political      Against   Abstain      Shareholder
      Spending
15    Report on Political Contributions       Against   For          Shareholder
16    Adopt and Implement Sustainable Palm    Against   Abstain      Shareholder
      Oil Policy


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ASHFORD HOSPITALITY TRUST, INC.

Ticker:       AHT            Security ID:  044103109
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Archie Bennett, Jr.      For       For          Management
1.2   Elect Director Monty J. Bennett         For       For          Management
1.3   Elect Director Benjamin J. Ansell       For       For          Management
1.4   Elect Director Thomas E. Callahan       For       For          Management
1.5   Elect Director Martin L. Edelman        For       For          Management
1.6   Elect Director W. Michael Murphy        For       For          Management
1.7   Elect Director Phillip S. Payne         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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ASSURED GUARANTY LTD.

Ticker:       AGO            Security ID:  G0585R106
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Francisco L. Borges as Director   For       For          Management
1.2   Elect Stephen A. Cozen as Director      For       For          Management
1.3   Elect Patrick W. Kenny as Director      For       For          Management
1.4   Elect Donald H. Layton as Director      For       For          Management
1.5   Elect Robin Monro-Davies as Director    For       For          Management
1.6   Elect Michael T. O'Kane as Director     For       For          Management
1.7   Elect Wilbur L. Ross, Jr. as Director   For       Withhold     Management
1.8   Elect Walter A. Scott as Director       For       For          Management
1.9   Elect Howard Albert as  Director of     For       For          Management
      Assured Guaranty Re Ltd
1.10  Elect Robert A. Bailenson as Director   For       For          Management
      of Assured Guaranty Re Ltd
1.11  Elect Russell B. Brewer, II as          For       For          Management
      Director of Assured Guaranty Re Ltd
1.12  Elect Gary Burnet as Director of        For       For          Management
      Assured Guaranty Re Ltd
1.13  Elect Dominic J. Frederico asDirector   For       For          Management
      of Assured Guaranty Re Ltd
1.14  Elect James M. Michener as Director of  For       For          Management
      Assured Guaranty Re Ltd
1.15  Elect Robert B. Mills as Director of    For       For          Management
      Assured Guaranty Re Ltd
1.16  Elect Kevin Pearson as Director of      For       For          Management
      Assured Guaranty Re Ltd
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors of Assured Guaranty Re


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AT&T INC.

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

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


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BP PLC

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Robert Dudley as Director      For       For          Management
4     Re-elect Iain Conn as Director          For       For          Management
5     Elect Dr Brian Gilvary as Director      For       For          Management
6     Re-elect Dr Byron Grote as Director     For       For          Management
7     Re-elect Paul Anderson as Director      For       For          Management
8     Re-elect Frank Bowman as Director       For       For          Management
9     Re-elect Antony Burgmans as Director    For       For          Management
10    Re-elect Cynthia Carroll as Director    For       For          Management
11    Re-elect George David as Director       For       For          Management
12    Re-elect Ian Davis as Director          For       For          Management
13    Elect Dame Ann Dowling as Director      For       For          Management
14    Re-elect Brendan Nelson as Director     For       For          Management
15    Re-elect Phuthuma Nhleko as Director    For       For          Management
16    Elect Andrew Shilston as Director       For       For          Management
17    Re-elect Carl-Henric Svanberg as        For       For          Management
      Director
18    Reappoint Ernst & Young LLP as          For       For          Management
      Auditors and Authorise Their
      Remuneration
19    Authorise Market Purchase               For       For          Management
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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CABLEVISION SYSTEMS CORPORATION

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

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


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CELANESE CORPORATION

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Barlett         For       For          Management
2     Elect Director David F. Hoffmeister     For       For          Management
3     Elect Director Paul H. O'Neill          For       For          Management
4     Elect Director Jay V. Ihlenfeld         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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CENTURYLINK, INC.

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

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


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CHEVRON CORPORATION

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

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


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CINEMARK HOLDINGS, INC.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Vahe A. Dombalagian      For       For          Management
1.2   Elect Director Peter R. Ezersky         For       For          Management
1.3   Elect Director Carlos M. Sepulveda      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CIT GROUP INC.

Ticker:       CIT            Security ID:  125581801
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Thain            For       For          Management
2     Elect Director Michael J. Embler        For       For          Management
3     Elect Director William M. Freeman       For       For          Management
4     Elect Director David M. Moffett         For       For          Management
5     Elect Director R. Brad Oates            For       For          Management
6     Elect Director Marianne Miller Parrs    For       For          Management
7     Elect Director Gerald Rosenfeld         For       For          Management
8     Elect Director John R. Ryan             For       For          Management
9     Elect Director Seymour Sternberg        For       For          Management
10    Elect Director Peter J. Tobin           For       For          Management
11    Elect Director Laura S. Unger           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CONSOL ENERGY INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Brett Harvey          For       For          Management
1.2   Elect Director Philip W. Baxter         For       For          Management
1.3   Elect Director James E. Altmeyer, Sr.   For       For          Management
1.4   Elect Director William E. Davis         For       For          Management
1.5   Elect Director Raj K. Gupta             For       For          Management
1.6   Elect Director Patricia A. Hammick      For       For          Management
1.7   Elect Director David C.Hardesty, Jr.    For       For          Management
1.8   Elect Director John T. Mills            For       For          Management
1.9   Elect Director William P. Powell        For       For          Management
1.10  Elect Director Joseph T. Williams       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Ticker:       CNSL           Security ID:  209034107
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2.1   Elect Director Richard A. Lumpkin       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Adjourn Meeting                         For       For          Management


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CORNING INCORPORATED

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

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


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COSTAMARE INC

Ticker:       CMRE           Security ID:  Y1771G102
Meeting Date: OCT 25, 2011   Meeting Type: Annual
Record Date:  SEP 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Konstantinos Zacharatos as        For       Against      Management
      Director
2     Ratify Ernst & Young (Hellas)           For       For          Management
      Certified Auditors Accountants S.A. as
      Auditors


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CVS CAREMARK CORPORATION

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

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


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CYS INVESTMENTS, INC.

Ticker:       CYS            Security ID:  12673A108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin E. Grant           For       For          Management
1.2   Elect Director Tanya S. Beder           For       For          Management
1.3   Elect Director Douglas Crocker, II      For       For          Management
1.4   Elect Director Jeffrey P. Hughes        For       For          Management
1.5   Elect Director Stephen P. Jonas         For       For          Management
1.6   Elect Director Raymond A.               For       For          Management
      Redlingshafer, Jr.
1.7   Elect Director James A. Stern           For       For          Management
1.8   Elect Director David A. Tyson           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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DIANA CONTAINERSHIPS INC

Ticker:       DCIX           Security ID:  Y2069P101
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ioannis Zafirakis as Director     For       Withhold     Management
1.2   Elect Antonios Karavias as Director     For       For          Management
2     Ratify Ernst & Young (Hellas) as        For       For          Management
      Auditors


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jagjeet S. Bindra        For       For          Management
2     Elect Director Vanessa C.L. Chang       For       For          Management
3     Elect Director France A. Cordova        For       For          Management
4     Elect Director Theodore F. Craver, Jr.  For       For          Management
5     Elect Director Charles B. Curtis        For       For          Management
6     Elect Director Bradford M. Freeman      For       For          Management
7     Elect Director Luis G. Nogales          For       For          Management
8     Elect Director Ronald L. Olson          For       For          Management
9     Elect Director Richard T. Schlosberg,   For       For          Management
      III
10    Elect Director Thomas C. Sutton         For       For          Management
11    Elect Director Peter J. Taylor          For       For          Management
12    Elect Director Brett White              For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Require Independent Board Chairman      Against   For          Shareholder


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EL PASO CORPORATION

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

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


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ENSCO PLC

Ticker:       ESV            Security ID:  29358Q109
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Re-elect C. Christopher Gaut as         For       For          Management
      Director
2     Re-elect Gerald W. Haddock as Director  For       For          Management
3     Re-elect Paul E. Rowsey, III as         For       For          Management
      Director
4     Re-elect Francis S. Kalman as Director  For       For          Management
5     Re-elect David A. B. Brown as Director  For       For          Management
6     Reappoint KPMG LLP as Auditors of the   For       For          Management
      Company
7     Reappoint KPMG Audit Plc as Auditors    For       For          Management
      of the Company
8     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
9     Approve Omnibus Stock Plan              For       For          Management
10    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers Compensation


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ENTERGY CORPORATION

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Maureen Scannell Bateman For       For          Management
2     Elect Director Gary W. Edwards          For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Donald C. Hintz          For       For          Management
5     Elect Director J. Wayne Leonard         For       For          Management
6     Elect Director Stuart L. Levenick       For       For          Management
7     Elect Director Blanche L. Lincoln       For       For          Management
8     Elect Director Stewart C. Myers         For       For          Management
9     Elect Director William A. Percy, II     For       For          Management
10    Elect Director W.J. Tauzin              For       For          Management
11    Elect Director Steven V. Wilkinson      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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EVEREST RE GROUP, LTD.

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Dunne            For       For          Management
1.2   Elect Director John A. Weber            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: NOV 17, 2011   Meeting Type: Special
Record Date:  OCT 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 02, 2012   Meeting Type: Annual
Record Date:  FEB 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Canning, Jr.     For       For          Management
2     Elect Director Christopher M. Crane     For       For          Management
3     Elect Director M. Walter D'Alessio      For       For          Management
4     Elect Director Nicholas DeBenedictis    For       For          Management
5     Elect Director Nelson A. Diaz           For       For          Management
6     Elect Director Sue L. Gin               For       For          Management
7     Elect Director Rosemarie B. Greco       For       For          Management
8     Elect Director Paul L. Joskow, Ph. D.   For       For          Management
9     Elect Director Richard W. Mies          For       For          Management
10    Elect Director John M. Palms, Ph. D.    For       For          Management
11    Elect Director William C. Richardson,   For       For          Management
      Ph. D.
12    Elect Director Thomas J. Ridge          For       For          Management
13    Elect Director John W. Rogers, Jr.      For       For          Management
14    Elect Director John W. Rowe             For       For          Management
15    Elect Director Stephen D. Steinour      For       For          Management
16    Elect Director Don Thompson             For       For          Management
17    Elect Director Ann C. Berzin            For       For          Management
18    Elect Director Yves C. de Balmann       For       For          Management
19    Elect Director Robert J. Lawless        For       For          Management
20    Elect Director Mayo A. Shattuck III     For       For          Management
21    Ratify Auditors                         For       For          Management
22    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

EXXON MOBIL CORPORATION

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

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


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

FIRSTENERGY CORP.

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul T. Addison          For       For          Management
1.2   Elect Director Anthony J. Alexander     For       For          Management
1.3   Elect Director Michael J. Anderson      For       For          Management
1.4   Elect Director Carol A. Cartwright      For       For          Management
1.5   Elect Director William T. Cottle        For       For          Management
1.6   Elect Director Robert B. Heisler, Jr.   For       For          Management
1.7   Elect DirectorJulia L. Johnson          For       For          Management
1.8   Elect DirectorTed J. Kleisner           For       For          Management
1.9   Elect Director Donald T. Misheff        For       For          Management
1.10  Elect Director Ernest J. Novak, Jr.     For       For          Management
1.11  Elect Director Christopher D. Pappas    For       For          Management
1.12  Elect Director Catherine A. Rein        For       For          Management
1.13  Elect Director George M. Smart          For       For          Management
1.14  Elect Director Wes M. Taylor            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Coal Combustion Waste Hazard  Against   For          Shareholder
      and Risk Mitigation Efforts
6     Report on Plans to Reduce Coal-Related  Against   Abstain      Shareholder
      Costs and Risks
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

FOOT LOCKER, INC.

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan D. Feldman          For       For          Management
1.2   Elect Director Jarobin Gilbert, Jr.     For       For          Management
1.3   Elect Director David Y. Schwartz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FORD MOTOR COMPANY

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

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


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

FREEPORT-MCMORAN COPPER & GOLD INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B. M. Rankin, Jr.        For       For          Management
1.12  Elect Director Stephen H. Siegele       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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

FRONTIER COMMUNICATIONS CORPORATION

Ticker:       FTR            Security ID:  35906A108
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leroy T. Barnes, Jr.     For       For          Management
1.2   Elect Director Peter C.B. Bynoe         For       For          Management
1.3   Elect Director Jeri B. Finard           For       For          Management
1.4   Elect Director Edward Fraioli           For       For          Management
1.5   Elect Director James S. Kahan           For       For          Management
1.6   Elect Director Pamela D.A. Reeve        For       For          Management
1.7   Elect Director Howard L. Schrott        For       For          Management
1.8   Elect Director Larraine D. Segil        For       For          Management
1.9   Elect Director Mark Shapiro             For       For          Management
1.10  Elect Director Myron A. Wick, III       For       For          Management
1.11  Elect Director Mary Agnes Wilderotter   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Require Independent Board Chairman      Against   For          Shareholder
4     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
5     Ratify Auditors                         For       For          Management


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

GENERAL DYNAMICS CORPORATION

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary T. Barra            For       For          Management
2     Elect Director Nicholas D. Chabraja     For       For          Management
3     Elect Director James S. Crown           For       For          Management
4     Elect Director William P. Fricks        For       For          Management
5     Elect Director Jay L. Johnson           For       For          Management
6     Elect Director James L. Jones           For       For          Management
7     Elect Director Paul G. Kaminski         For       For          Management
8     Elect Director John M. Keane            For       For          Management
9     Elect Director Lester L. Lyles          For       For          Management
10    Elect Director Phebe N. Novakovic       For       For          Management
11    Elect Director William A. Osborn        For       For          Management
12    Elect Director Robert Walmsley          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Review and Assess Human Rights Policies Against   For          Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder


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

GENERAL ELECTRIC COMPANY

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

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


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

GENON ENERGY, INC.

Ticker:       GEN            Security ID:  37244E107
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E. Spencer Abraham       For       For          Management
2     Elect Director Terry G. Dallas          For       For          Management
3     Elect Director Thomas H. Johnson        For       For          Management
4     Elect Director Steven L. Miller         For       For          Management
5     Elect Director Elizabeth A. Moler       For       For          Management
6     Elect Director Edward R. Muller         For       For          Management
7     Elect Director Robert C. Murray         For       For          Management
8     Elect Director Laree E. Perez           For       For          Management
9     Elect Director Evan J. Silverstein      For       For          Management
10    Elect Director William L. Thacker       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Quantitative Goals for GHG and    Against   For          Shareholder
      Other Air Emissions


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

GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Sir Christopher Gent as        For       For          Management
      Director
4     Re-elect Sir Andrew Witty as Director   For       For          Management
5     Re-elect Sir Roy Anderson as Director   For       For          Management
6     Re-elect Dr Stephanie Burns as Director For       For          Management
7     Re-elect Stacey Cartwright as Director  For       For          Management
8     Re-elect Larry Culp as Director         For       For          Management
9     Re-elect Sir Crispin Davis as Director  For       For          Management
10    Re-elect Simon Dingemans as Director    For       For          Management
11    Re-elect Judy Lewent as Director        For       For          Management
12    Re-elect Sir Deryck Maughan as Director For       For          Management
13    Re-elect Dr Daniel Podolsky as Director For       For          Management
14    Re-elect Dr Moncef Slaoui as Director   For       For          Management
15    Re-elect Tom de Swaan as Director       For       For          Management
16    Re-elect Sir Robert Wilson as Director  For       For          Management
17    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
18    Authorise the Audit & Risk Committee    For       For          Management
      to Fix Remuneration of Auditors
19    Authorise EU Political Donations and    For       For          Management
      Expenditure
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Approve the Exemption from Statement    For       For          Management
      of the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
25    Approve 2012 ShareSave Plan             For       For          Management
26    Approve 2012 ShareReward Plan           For       For          Management


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

HALLIBURTON COMPANY

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

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


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

HUMANA INC.

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

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


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

INGERSOLL-RAND PLC

Ticker:       IR             Security ID:  G47791101
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ann C. Berzin            For       For          Management
2     Elect Director John Bruton              For       For          Management
3     Elect Director Jared L. Cohon           For       For          Management
4     Elect Director Gary D. Forsee           For       For          Management
5     Elect Director Peter C. Godsoe          For       For          Management
6     Elect Director Edward E. Hagenlocker    For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director Michael W. Lamach        For       For          Management
9     Elect Director Theodore E. Martin       For       For          Management
10    Elect Director Richard J. Swift         For       For          Management
11    Elect Director Tony L. White            For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management


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

INTEL CORPORATION

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

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


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

INTERNATIONAL PAPER COMPANY

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

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


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

JOHNSON & JOHNSON

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

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


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

JPMORGAN CHASE & CO.

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

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


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

KKR FINANCIAL HOLDINGS LLC

Ticker:       KFN            Security ID:  48248A306
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tracy L. Collins         For       For          Management
1.2   Elect Director Robert L. Edwards        For       For          Management
1.3   Elect Director Vincent Paul Finigan     For       For          Management
1.4   Elect Director Paul M. Hazen            For       For          Management
1.5   Elect Director R. Glenn Hubbard         For       For          Management
1.6   Elect Director Ross J. Kari             For       For          Management
1.7   Elect Director Ely L. Licht             For       For          Management
1.8   Elect Director Deborah H. McAneny       For       For          Management
1.9   Elect Director Scott C. Nuttall         For       For          Management
1.10  Elect Director Scott A. Ryles           For       For          Management
1.11  Elect Director William C. Sonneborn     For       For          Management
1.12  Elect Director Willy R. Strothotte      For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

KOHL'S CORPORATION

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

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


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

LEAR CORPORATION

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas P. Capo           For       For          Management
2     Elect Director Jonathan F. Foster       For       For          Management
3     Elect Director Conrad L. Mallett, Jr.   For       For          Management
4     Elect Director Donald L. Runkle         For       For          Management
5     Elect Director Matthew J. Simoncini     For       For          Management
6     Elect Director Gregory C. Smith         For       For          Management
7     Elect Director Henry D. G. Wallace      For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LYONDELLBASELL INDUSTRIES N.V.

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Robin Buchanan as Class II        For       For          Management
      Director to the Supervisory Board
1b    Elect Stephen F. Cooper as Class II     For       For          Management
      Director to the Supervisory Board
1c    Elect Robert G. Gwin as Class II        For       For          Management
      Director to the Supervisory Board
1d    Elect Marvin O. Schlanger as Class II   For       For          Management
      Director to the Supervisory Board
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
7     Approve Remuneration of Supervisory     For       Against      Management
      Board
8     Approve Dividends of USD 0.25 Per Share For       For          Management
9     Approve Remuneration Report Containing  For       For          Management
      Remuneration Policy for Management
      Board Members
10    Amend Omnibus Stock Plan                For       For          Management
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

M.D.C. HOLDINGS, INC.

Ticker:       MDC            Security ID:  552676108
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raymond T. Baker         For       For          Management
1.2   Elect Director David E. Blackford       For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUN 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director Richard H. Anderson            For       For          Management
1.2   Director David L. Calhoun               For       Withhold     Management
1.3   Elect Director Victor J. Dzau           For       For          Management
1.4   Elect Director Omar Ishrak              For       For          Management
1.5   Elect Director Shirley Ann Jackson      For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jean-Pierre Rosso        For       For          Management
1.11  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MERCK & CO., INC.

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

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


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

METLIFE, INC.

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

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


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

MICROSOFT CORPORATION

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

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


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

MORGAN STANLEY

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

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


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

NATIONAL GRID PLC

Ticker:       NG.            Security ID:  636274300
Meeting Date: JUL 25, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Re-elect Sir John Parker as Director    For       For          Management
4     Re-elect Steve Holliday as Director     For       For          Management
5     Elect Andrew Bonfield as Director       For       For          Management
6     Re-elect Tom King as Director           For       For          Management
7     Re-elect Nick Winser as Director        For       For          Management
8     Re-elect Ken Harvey as Director         For       For          Management
9     Re-elect Linda Adamany as Director      For       For          Management
10    Re-elect Philip Aiken as Director       For       For          Management
11    Re-elect Stephen Pettit as Director     For       For          Management
12    Re-elect Maria Richter as Director      For       For          Management
13    Re-elect George Rose as Director        For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Approve Remuneration Report             For       Against      Management
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
21    Approve Share Incentive Plan            For       For          Management
22    Approve Employee Stock Purchase Plan    For       For          Management
23    Approve Sharesave Plan                  For       For          Management
24    Approve Long Term Performance Plan      For       For          Management


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

NESTLE SA

Ticker:       NESN           Security ID:  H57312649
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       For          Management
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 1.95 per Share
4.1   Reelect Daniel Borel as Director        For       For          Management
4.2   Elect Henri de Castries as Director     For       For          Management
4.3   Ratify KPMG SA as Auditors              For       For          Management
5     Approve CHF 7.5 Million Reduction in    For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares


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

PDL BIOPHARMA, INC.

Ticker:       PDLI           Security ID:  69329Y104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jody S. Lindell          For       For          Management
1.2   Elect Director John P. McLaughlin       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PEPSICO, INC.

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

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


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

PFIZER INC.

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

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


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

PHILIP MORRIS INTERNATIONAL INC.

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

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


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

POTASH CORPORATION OF SASKATCHEWAN INC.

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

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


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

PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick M. Bernthal    For       For          Management
1.2   Elect Director John W. Conway           For       For          Management
1.3   Elect Director Steven G. Elliott        For       For          Management
1.4   Elect Director Louise K. Goeser         For       For          Management
1.5   Elect Director Stuart E. Graham         For       For          Management
1.6   Elect Director Stuart Heydt             For       For          Management
1.7   Elect Director Raja Rajamannar          For       For          Management
1.8   Elect Director Craig A. Rogerson        For       For          Management
1.9   Elect Director William H. Spence        For       For          Management
1.10  Elect Director Natica von Althann       For       For          Management
1.11  Elect Director Keith W. Williamson      For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


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

R. R. DONNELLEY & SONS COMPANY

Ticker:       RRD            Security ID:  257867101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Quinlan, III   For       For          Management
2     Elect Director Stephen M. Wolf          For       For          Management
3     Elect Director Susan M. Cameron         For       For          Management
4     Elect Director Lee A. Chaden            For       For          Management
5     Elect Director Richard L. Crandall      For       For          Management
6     Elect Director Judith H. Hamilton       For       For          Management
7     Elect Director Thomas S. Johnson        For       For          Management
8     Elect Director John C. Pope             For       For          Management
9     Elect Director Michael T. Riordan       For       For          Management
10    Elect Director Oliver R. Sockwell       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       For          Management
13    Ratify Auditors                         For       For          Management
14    Prepare Sustainability Report           Against   For          Shareholder


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Brymer        For       For          Management
1.2   Elect Director Michael L. Campbell      For       For          Management
1.3   Elect Director Alex Yemenidjian         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Omnibus Stock Plan                For       Against      Management


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

ROCK-TENN COMPANY

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

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


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSB           Security ID:  780259206
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect Sir Nigel Sheinwald as Director   For       For          Management
4     Re-elect Josef Ackermann as Director    For       For          Management
5     Re-elect Guy Elliott as Director        For       For          Management
6     Re-elect Simon Henry as Director        For       For          Management
7     Re-elect Charles Holliday as Director   For       For          Management
8     Re-elect Gerard Kleisterlee as Director For       For          Management
9     Re-elect Christine Morin-Postel as      For       For          Management
      Director
10    Re-elect Jorma Ollila as Director       For       For          Management
11    Re-elect Linda Stuntz as Director       For       For          Management
12    Re-elect Jeroen van der Veer as         For       For          Management
      Director
13    Re-elect Peter Voser as Director        For       For          Management
14    Re-elect Hans Wijers as Director        For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

Ticker:       STX            Security ID:  G7945M107
Meeting Date: OCT 26, 2011   Meeting Type: Annual
Record Date:  SEP 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Stephen J. Luczo as Director    For       For          Management
2     Reelect D Frank J. Biondi, Jr. as       For       For          Management
      Director
3     Reelect Michael R. Cannon as Director   For       For          Management
4     Reelect  Lydia M. Marshall as Director  For       For          Management
5     Reelect C.S. Park as Director           For       For          Management
6     Reelect Gregorio Reyes as Director      For       For          Management
7     Reelect Edward J. Zander as Director    For       For          Management
8     Approve Omnibus Stock Plan              For       For          Management
9     Determine Price Range for Reissuance    For       For          Management
      of Treasury Shares
10    Authorize the Holding of the 2012 AGM   For       For          Management
      at a Location Outside Ireland
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management


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

STARWOOD PROPERTY TRUST, INC.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Bronson       For       For          Management
1.2   Elect Director Jeffrey F. DiModica      For       For          Management
1.3   Elect Director Jeffrey G. Dishner       For       For          Management
1.4   Elect Director Camille J. Douglas       For       For          Management
1.5   Elect Director Boyd W. Fellows          For       For          Management
1.6   Elect Director Barry S. Sternlicht      For       For          Management
1.7   Elect Director Strauss Zelnick          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TARGET CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne S. Austin        For       For          Management
1.2   Elect Director Calvin Darden            For       For          Management
1.3   Elect Director Mary N. Dillon           For       For          Management
1.4   Elect Director James A. Johnson         For       For          Management
1.5   Elect Director Mary E. Minnick          For       For          Management
1.6   Elect Director Anne M. Mulcahy          For       For          Management
1.7   Elect Director Derica W. Rice           For       For          Management
1.8   Elect Director Stephen W. Sanger        For       For          Management
1.9   Elect Director Gregg W. Steinhafel      For       For          Management
1.10  Elect Director John G. Stumpf           For       For          Management
1.11  Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Electronics Recycling and     Against   Abstain      Shareholder
      Preventing E-Waste Export
6     Prohibit Political Contributions        Against   Abstain      Shareholder


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

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

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


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David L. Calhoun         For       For          Management
2     Elect Director Arthur D. Collins, Jr.   For       For          Management
3     Elect Director Linda Z. Cook            For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
6     Elect Director Lawrence W. Kellner      For       For          Management
7     Elect Director Edward M. Liddy          For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director Susan C. Schwab          For       For          Management
10    Elect Director Ronald A. Williams       For       For          Management
11    Elect Director Mike S. Zafirovski       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Report on Political Contributions       Against   For          Shareholder
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Adopt Retention Ratio for               Against   For          Shareholder
      Executives/Directors
17    Submit SERP to Shareholder Vote         Against   For          Shareholder


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

THE GOLDMAN SACHS GROUP, INC.

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

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


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

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert B. Allardice, III For       For          Management
2     Elect Director Trevor Fetter            For       For          Management
3     Elect Director Paul G. Kirk, Jr.        For       For          Management
4     Elect Director Liam E. Mcgee            For       For          Management
5     Elect Director Kathryn A. Mikells       For       For          Management
6     Elect Director Michael G. Morris        For       For          Management
7     Elect Director Thomas A. Renyi          For       For          Management
8     Elect Director Charles B. Strauss       For       For          Management
9     Elect Director H. Patrick Swygert       For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE KROGER CO.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Reuben V. Anderson       For       For          Management
2     Elect Director Robert D. Beyer          For       For          Management
3     Elect Director David B. Dillon          For       For          Management
4     Elect Director Susan J. Kropf           For       For          Management
5     Elect Director John T. LaMacchia        For       For          Management
6     Elect Director David B. Lewis           For       For          Management
7     Elect Director W. Rodney McMullen       For       For          Management
8     Elect Director Jorge P. Montoya         For       For          Management
9     Elect Director Clyde R. Moore           For       For          Management
10    Elect Director Susan M. Phillips        For       For          Management
11    Elect Director Steven R. Rogel          For       For          Management
12    Elect Director James A. Runde           For       For          Management
13    Elect Director Ronald L. Sargent        For       For          Management
14    Elect Director Bobby S. Shackouls       For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Ratify Auditors                         For       For          Management
17    Adopt ILO Based Code of Conduct         Against   Abstain      Shareholder
18    Report on Adopting Extended Producer    Against   Abstain      Shareholder
      Responsibility Policy


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

THE MOSAIC COMPANY

Ticker:       MOS            Security ID:  61945C103
Meeting Date: OCT 06, 2011   Meeting Type: Annual
Record Date:  AUG 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nancy E. Cooper          For       For          Management
1.2   Elect Director James L. Popowich        For       For          Management
1.3   Elect Director James T. Prokopanko      For       For          Management
1.4   Elect Director Steven M. Seibert        For       For          Management
2     Approve Conversion of Securities        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

TIME WARNER CABLE INC.

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

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


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 07, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal 2010/2011
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Elect Edward D. Breen as Director       For       For          Management
3.2   Elect Michael Daniels as Director       For       For          Management
3.3   Reelect Timothy Donahue as Director     For       For          Management
3.4   Reelect Brian Duperreault as Director   For       For          Management
3.5   Reelect Bruce Gordon as Director        For       For          Management
3.6   Reelect Rajiv L. Gupta as Director      For       For          Management
3.7   Reelect John Krol as Director           For       For          Management
3.8   Reelect Brendan O'Neill as Director     For       For          Management
3.9   Reelect Dinesh Paliwal as Director      For       For          Management
3.10  Reelect William Stavropoulos as         For       For          Management
      Director
3.11  Reelect Sandra Wijnberg as Director     For       For          Management
3.12  Reelect R. David Yost as Director       For       For          Management
4a    Ratify Deloitte AG as Auditors          For       For          Management
4b    Appoint Deloitte & Touche LLP as        For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2011/2012
4c    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditors
5a    Approve Allocation of Income            For       For          Management
5b    Approve Consolidated Reserves           For       For          Management
5c    Approve Ordinary Cash Dividend          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Articles of Association           For       For          Management
      Regarding Book Entry Securities and
      Transfer of Registered Seat


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas M. Baker, Jr.    For       For          Management
2     Elect Director Y. Marc Belton           For       For          Management
3     Elect Director Victoria Buyniski        For       For          Management
      Gluckman
4     Elect Director Arthur D. Collins, Jr.   For       For          Management
5     Elect Director Richard K. Davis         For       For          Management
6     Elect Director Roland A. Hernandez      For       For          Management
7     Elect Director Joel W. Johnson          For       For          Management
8     Elect Director Olivia F. Kirtley        For       For          Management
9     Elect Director Jerry W. Levin           For       For          Management
10    Elect Director David B. O'Maley         For       For          Management
11    Elect Director O'dell M. Owens, M.D.,   For       For          Management
      M.P.H.
12    Elect Director Craig D. Schnuck         For       For          Management
13    Elect Director Patrick T. Stokes        For       For          Management
14    Elect Director Doreen Woo Ho            For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

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

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


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 11, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David J. Brailer         For       For          Management
2     Elect Director Steven A. Davis          For       For          Management
3     Elect Director William C. Foote         For       For          Management
4     Elect Director Mark P. Frissora         For       For          Management
5     Elect Director Ginger L. Graham         For       For          Management
6     Elect Director Alan G. McNally          For       For          Management
7     Elect Director Nancy M. Schlichting     For       For          Management
8     Elect Director David Y. Schwartz        For       For          Management
9     Elect Director Alejandro Silva          For       For          Management
10    Elect Director James A. Skinner         For       For          Management
11    Elect Director Gregory D. Wasson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Adopt Retention Ratio for Executives    Against   For          Shareholder


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

WELLPOINT, INC.

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

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


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

WELLS FARGO & COMPANY

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

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


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

WYNDHAM WORLDWIDE CORPORATION

Ticker:       WYN            Security ID:  98310W108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen P. Holmes        For       For          Management
1.2   Elect Director Myra J. Biblowit         For       For          Management
1.3   Elect Director Pauline D.E. Richards    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

XL GROUP PLC

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

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

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

SIGNATURES

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

Registrant:	Oppenheimer Equity Income Fund, Inc.
By:	William F. Glavin, Jr.*
	William F. Glavin, Jr., President and Principal Executive Officer
Date:	August 28, 2012

*By:	/s/ Randy Legg
	Randy Legg, Attorney in Fact