UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number: 811-07460

Exact Name of Registrant as

Specified in Charter: Delaware Investments Dividend and

Income Fund, Inc.

Address of principal executive offices: 2005 Market Street

Philadelphia, PA 19103

Name and address of agent for service: David F. Connor, Esq.

2005 Market Street

Philadelphia, PA 19103

Registrant's telephone number: (800) 523-1918

Date of fiscal year end: November 30

Date of reporting period: July 1, 2007 - June 30, 2008

================================================================================

ITEM 1. PROXY VOTING RECORD.

================================================================================

============= DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC. ==============

ABBOTT LABORATORIES

Ticker: ABT Security ID: 002824100

Meeting Date: APR 25, 2008 Meeting Type: Annual

Record Date: FEB 26, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director R.S. Austin For For Management

1.2 Elect Director W.M. Daley For For Management

1.3 Elect Director W.J. Farrell For For Management

1.4 Elect Director H.L. Fuller For For Management

1.5 Elect Director W.A. Osborn For For Management

1.6 Elect Director D.A.L. Owen For For Management

1.7 Elect Director B. Powell, Jr. For For Management

1.8 Elect Director W.A. Reynolds For For Management

1.9 Elect Director R.S. Roberts For For Management

1.10 Elect Director S.C. Scott, III For For Management

1.11 Elect Director W.D. Smithburg For For Management

1.12 Elect Director G.F. Tilton For For Management

1.13 Elect Director M.D. White For For Management

2 Ratify Auditors For For Management

3 Amend Human Rights Policy to Address Against Against Shareholder

Access to Medicines

4 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Ticker: ARE Security ID: 015271109

Meeting Date: MAY 22, 2008 Meeting Type: Annual

Record Date: MAR 31, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Joel S. Marcus For For Management

1.2 Elect Director James H. Richardson For For Management

1.3 Elect Director Richard B. Jennings For For Management

1.4 Elect Director John L. Atkins, III For For Management

1.5 Elect Director Richard H. Klein For For Management

1.6 Elect Director Martin A. Simonetti For For Management

1.7 Elect Director Alan G. Walton For For Management

2 Amend Omnibus Stock Plan For For Management

3 Ratify Auditors For For Management

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

ALLIED WASTE INDUSTRIES, INC.

Ticker: AW Security ID: 019589308

Meeting Date: MAY 22, 2008 Meeting Type: Annual

Record Date: MAR 24, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David P. Abney For For Management

1.2 Elect Director Charles H. Cotros For For Management

1.3 Elect Director James W. Crownover For For Management

1.4 Elect Director William J. Flynn For For Management

1.5 Elect Director David I. Foley For For Management

1.6 Elect Director Nolan Lehmann For For Management

1.7 Elect Director Leon J. Level For For Management

1.8 Elect Director James A. Quella For Withhold Management

1.9 Elect Director John M. Trani For For Management

1.10 Elect Director John J. Zillmer For For Management

2 Ratify Auditors For For Management

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

ALLSTATE CORP., THE

Ticker: ALL Security ID: 020002101

Meeting Date: MAY 20, 2008 Meeting Type: Annual

Record Date: MAR 24, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director F. Duane Ackerman For For Management

2 Elect Director Robert D. Beyer For For Management

3 Elect Director W. James Farrell For For Management

4 Elect Director Jack M. Greenberg For For Management

5 Elect Director Ronald T. LeMay For For Management

6 Elect Director J. Christopher Reyes For For Management

7 Elect Director H. John Riley, Jr. For For Management

8 Elect Director Joshua I. Smith For For Management

9 Elect Director Judith A. Sprieser For For Management

10 Elect Director Mary Alice Taylor For For Management

11 Elect Director Thomas J. Wilson For For Management

12 Ratify Auditors For For Management

13 Provide for Cumulative Voting Against For Shareholder

14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder

Special Meetings

15 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

ANNALY CAPITAL MANAGEMENT INC.

Ticker: NLY Security ID: 035710409

Meeting Date: APR 21, 2008 Meeting Type: Special

Record Date: MAR 17, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Increase Authorized Common Stock For For Management

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

ANNALY CAPITAL MANAGEMENT INC.

Ticker: NLY Security ID: 035710409

Meeting Date: MAY 20, 2008 Meeting Type: Annual

Record Date: MAR 27, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael J. Farrell For For Management

1.2 Elect Director Jonathan D. Green For For Management

1.3 Elect Director John A. Lambiase For For Management

2 Ratify Auditors For For Management

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

APARTMENT INVESTMENT & MANAGEMENT CO.

Ticker: AIV Security ID: 03748R101

Meeting Date: APR 28, 2008 Meeting Type: Annual

Record Date: FEB 29, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James N. Bailey For For Management

1.2 Elect Director Terry Considine For For Management

1.3 Elect Director Richard S. Ellwood For For Management

1.4 Elect Director Thomas L. Keltner For For Management

1.5 Elect Director J. Landis Martin For For Management

1.6 Elect Director Robert A. Miller For For Management

1.7 Elect Director Thomas L. Rhodes For For Management

1.8 Elect Director Michael A. Stein For For Management

2 Ratify Auditors For For Management

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

ASHFORD HOSPITALITY TRUST INC.

Ticker: AHT Security ID: 044103109

Meeting Date: JUN 10, 2008 Meeting Type: Annual

Record Date: MAR 17, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Archie Bennett, Jr. For For Management

1.2 Elect Director Montgomery J. Bennett For For Management

1.3 Elect Director Martin L. Edelman For For Management

1.4 Elect Director W.D. Minami For For Management

1.5 Elect Director W. Michael Murphy For For Management

1.6 Elect Director Phillip S. Payne For For Management

1.7 Elect Director Charles P. Toppino For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For Against Management

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

AT&T INC

Ticker: T Security ID: 00206R102

Meeting Date: APR 25, 2008 Meeting Type: Annual

Record Date: FEB 27, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Randall L. Stephenson For For Management

2 Elect Director William F. Aldinger III For For Management

3 Elect Director Gilbert F. Amelio For For Management

4 Elect Director Reuben V. Anderson For For Management

5 Elect Director James H. Blanchard For For Management

6 Elect Director August A. Busch III For For Management

7 Elect Director James P. Kelly For For Management

8 Elect Director Jon C. Madonna For For Management

9 Elect Director Lynn M. Martin For For Management

10 Elect Director John B. McCoy For For Management

11 Elect Director Mary S. Metz For For Management

12 Elect Director Joyce M. Roche For For Management

13 Elect Director Laura D' Andrea Tyson For For Management

14 Elect Director Patricia P. Upton For For Management

15 Ratify Auditors For For Management

16 Report on Political Contributions Against For Shareholder

17 Exclude Pension Credits from Earnings Against For Shareholder

Performance Measure

18 Require Independent Lead Director Against For Shareholder

19 Establish SERP Policy Against For Shareholder

20 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

B&G FOODS, INC.

Ticker: BGS Security ID: 05508R106

Meeting Date: MAY 6, 2008 Meeting Type: Annual

Record Date: MAR 21, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert C. Cantwell For For Management

1.2 Elect Director James R. Chambers For For Management

1.3 Elect Director Cynthia T. Jamison For For Management

1.4 Elect Director Dennis M. Mullen For For Management

1.5 Elect Director Alfred Poe For For Management

1.6 Elect Director Stephen C. Sherrill For For Management

1.7 Elect Director David L. Wenner For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

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

BAXTER INTERNATIONAL INC.

Ticker: BAX Security ID: 071813109

Meeting Date: MAY 6, 2008 Meeting Type: Annual

Record Date: MAR 7, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Wayne T. Hockmeyer For For Management

2 Elect Director Joseph B. Martin For For Management

3 Elect Director Robert L. Parkinson For For Management

4 Elect Director Thomas T. Stallkamp For For Management

5 Elect Director Albert P.L. Stroucken For For Management

6 Ratify Auditors For For Management

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

BRANDYWINE REALTY TRUST

Ticker: BDN Security ID: 105368203

Meeting Date: JUN 18, 2008 Meeting Type: Annual

Record Date: MAR 27, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Walter D'Alessio For For Management

1.2 Elect Director D. Pike Aloian For For Management

1.3 Elect Director Anthony A. Nichols, Sr. For For Management

1.4 Elect Director Donald E. Axinn For For Management

1.5 Elect Director Wyche Fowler For For Management

1.6 Elect Director Michael J. Joyce For For Management

1.7 Elect Director Charles P. Pizzi For For Management

1.8 Elect Director Gerard H. Sweeney For For Management

2 Ratify Auditors For For Management

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

BRISTOL-MYERS SQUIBB CO.

Ticker: BMY Security ID: 110122108

Meeting Date: MAY 6, 2008 Meeting Type: Annual

Record Date: MAR 10, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Lewis B. Campbell For For Management

2 Elect Director James M. Cornelius For For Management

3 Elect Director Louis J. Freeh For For Management

4 Elect Director Laurie H. Glimcher For For Management

5 Elect Director Michael Grobstein For For Management

6 Elect Director Leif Johansson For For Management

7 Elect Director Alan J. Lacey For For Management

8 Elect Director Vicki L. Sato For For Management

9 Elect Director Togo D. West, Jr. For For Management

10 Elect Director R. Sanders Williams For For Management

11 Ratify Auditors For For Management

12 Increase Disclosure of Executive Against Against Shareholder

Compensation

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

CAMDEN PROPERTY TRUST

Ticker: CPT Security ID: 133131102

Meeting Date: MAY 6, 2008 Meeting Type: Annual

Record Date: MAR 14, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard J. Campo For For Management

1.2 Elect Director William R. Cooper For For Management

1.3 Elect Director Scott S. Ingraham For For Management

1.4 Elect Director Lewis A. Levey For For Management

1.5 Elect Director William B. McGuire, Jr. For For Management

1.6 Elect Director William F. Paulsen For For Management

1.7 Elect Director D. Keith Oden For For Management

1.8 Elect Director F. Gardner Parker For For Management

1.9 Elect Director Steven A. Webster For Withhold Management

2 Ratify Auditors For For Management

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

CEDAR SHOPPING CENTERS, INC.

Ticker: CDR Security ID: 150602209

Meeting Date: SEP 12, 2007 Meeting Type: Special

Record Date: AUG 1, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Increase Authorized Common Stock For For Management

2 Increase Authorized Preferred Stock For For Management

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

CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100

Meeting Date: MAY 28, 2008 Meeting Type: Annual

Record Date: MAR 31, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director S. H. Armacost For For Management

2 Elect Director L. F. Deily For For Management

3 Elect Director R. E. Denham For For Management

4 Elect Director R. J. Eaton For For Management

5 Elect Director S. Ginn For For Management

6 Elect Director F. G. Jenifer For For Management

7 Elect Director J. L. Jones For For Management

8 Elect Director S. Nunn For For Management

9 Elect Director D. J. O'Reilly For For Management

10 Elect Director D. B. Rice For For Management

11 Elect Director P. J. Robertson For For Management

12 Elect Director K. W. Sharer For For Management

13 Elect Director C. R. Shoemate For For Management

14 Elect Director R. D. Sugar For For Management

15 Elect Director C. Ware For For Management

16 Ratify Auditors For For Management

17 Increase Authorized Common Stock For For Management

18 Require Independent Board Chairman Against Against Shareholder

19 Adopt Human Rights Policy Against For Shareholder

20 Report on Environmental Impact of Oil Against For Shareholder

Sands Operations in Canada

21 Adopt Quantitative GHG Goals for Products Against Against Shareholder

and Operations

22 Adopt Guidelines for Country Selection Against Against Shareholder

23 Report on Market Specific Environmental Against Against Shareholder

Laws

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

CHIMERA INVESTMENT CORP.

Ticker: CIM Security ID: 16934Q109

Meeting Date: MAY 20, 2008 Meeting Type: Annual

Record Date: MAR 27, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mark Abrams For For Management

1.2 Elect Director Paul Donlin For For Management

2 Ratify Auditors For For Management

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

CHUBB CORP., THE

Ticker: CB Security ID: 171232101

Meeting Date: APR 29, 2008 Meeting Type: Annual

Record Date: MAR 10, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Zoe Baird For For Management

2 Elect Director Sheila P. Burke For For Management

3 Elect Director James I. Cash, Jr. For For Management

4 Elect Director Joel J. Cohen For For Management

5 Elect Director John D. Finnegan For For Management

6 Elect Director Klaus J. Mangold For For Management

7 Elect Director Martin G. McGuinn For For Management

8 Elect Director Lawrence M. Small For For Management

9 Elect Director Jess Soderberg For For Management

10 Elect Director Daniel E. Somers For For Management

11 Elect Director Karen Hastie Williams For For Management

12 Elect Director Alfred W. Zollar For For Management

13 Ratify Auditors For For Management

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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker: CCU Security ID: 184502102

Meeting Date: MAY 27, 2008 Meeting Type: Annual

Record Date: APR 18, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Alan D. Feld For For Management

2 Elect Director Perry J. Lewis For For Management

3 Elect Director L. Lowry Mays For For Management

4 Elect Director Mark P. Mays For For Management

5 Elect Director Randall T. Mays For For Management

6 Elect Director B. J. McCombs For For Management

7 Elect Director Phyllis B. Riggins For For Management

8 Elect Director Theodore H. Strauss For For Management

9 Elect Director J. C. Watts For For Management

10 Elect Director John H. Williams For For Management

11 Elect Director John B. Zachry For For Management

12 Ratify Auditors For For Management

13 Adopt Policy for Engagement With Against For Shareholder

Proponents of Shareholder Proposals

Supported by a Majority Vote

14 Require Independent Compensation Against For Shareholder

Committee

15 Adopt Anti Gross-up Policy Against For Shareholder

16 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

CONOCOPHILLIPS

Ticker: COP Security ID: 20825C104

Meeting Date: MAY 14, 2008 Meeting Type: Annual

Record Date: MAR 17, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Harold W. McGraw III For For Management

2 Elect Director James J. Mulva For For Management

3 Elect Director Bobby S. Shackouls For For Management

4 Declassify the Board of Directors For For Management

5 Ratify Auditors For For Management

6 Require Director Nominee Qualifications Against Against Shareholder

7 Report on Indigenous Peoples Rights Against Against Shareholder

Policies

8 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

9 Report on Political Contributions Against For Shareholder

10 Adopt Greenhouse Gas Emissions Goals for Against For Shareholder

Products and Operations

11 Report on Community Environmental Impacts Against Against Shareholder

of Operations

12 Report on Environmental Damage from Against For Shareholder

Drilling in the National Petroleum

Reserve

13 Report on Environmental Impact of Oil Against For Shareholder

Sands Operations in Canada

14 Report on Global Warming Against Against Shareholder

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

DISCOVER FINANCIAL SERVICES

Ticker: DFS Security ID: 254709108

Meeting Date: APR 10, 2008 Meeting Type: Annual

Record Date: FEB 11, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Jeffrey S. Aronin For For Management

2 Elect Director Mary K. Bush For For Management

3 Elect Director Gregory C. Case For For Management

4 Elect Director Dennis D. Dammerman For For Management

5 Elect Director Robert M. Devlin For For Management

6 Elect Director Philip A. Laskawy For For Management

7 Elect Director Michael H. Moskow For For Management

8 Elect Director David W. Nelms For For Management

9 Elect Director Michael L. Rankowitz For For Management

10 Elect Director E. Follin Smith For For Management

11 Elect Director Lawrence A. Weinbach For For Management

12 Ratify Auditors For For Management

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

DUKE REALTY CORPORATION

Ticker: DRE Security ID: 264411505

Meeting Date: APR 30, 2008 Meeting Type: Annual

Record Date: MAR 3, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Barrington H. Branch For For Management

1.2 Elect Director Geoffrey Button For For Management

1.3 Elect Director William Cavanaugh III For For Management

1.4 Elect Director Ngaire E. Cuneo For For Management

1.5 Elect Director Charles R. Eitel For For Management

1.6 Elect Director R. Glenn Hubbard, Ph.D. For For Management

1.7 Elect Director M.C. Jischke, Ph.D. For For Management

1.8 Elect Director L. Ben Lytle For For Management

1.9 Elect Director Dennis D. Oklak For For Management

1.10 Elect Director William O. Mccoy For For Management

1.11 Elect Director Jack R. Shaw For For Management

1.12 Elect Director Robert J. Woodward, Jr. For For Management

2 Ratify Auditors For For Management

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

E.I. DU PONT DE NEMOURS & CO.

Ticker: DD Security ID: 263534109

Meeting Date: APR 30, 2008 Meeting Type: Annual

Record Date: MAR 5, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard H. Brown For For Management

1.2 Elect Director Robert A. Brown For For Management

1.3 Elect Director Bertrand P. Collomb For For Management

1.4 Elect Director Curtis J. Crawford For For Management

1.5 Elect Director Alexander M. Cutler For For Management

1.6 Elect Director John T. Dillon For For Management

1.7 Elect Director Eleuthere I. du Pont For For Management

1.8 Elect Director Marillyn A. Hewson For For Management

1.9 Elect Director Charles O. Holliday, Jr. For For Management

1.10 Elect Director Lois D. Juliber For For Management

1.11 Elect Director Sean O'Keefe For For Management

1.12 Elect Director William K. Reilly For For Management

2 Ratify Auditors For For Management

3 Report on Plant Closures Against Against Shareholder

4 Require Independent Board Chairman Against For Shareholder

5 Report on Global Warming Against Against Shareholder

6 Amend Human Rights Policies Against Against Shareholder

7 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

EQUITY LIFESTYLE PROPERTIES INC

Ticker: ELS Security ID: 29472R108

Meeting Date: MAY 8, 2008 Meeting Type: Annual

Record Date: MAR 7, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Philip C. Calian For For Management

1.2 Elect Director Donald S. Chisholm For For Management

1.3 Elect Director Thomas E. Dobrowski For For Management

1.4 Elect Director Thomas P. Heneghan For For Management

1.5 Elect Director Sheli Z. Rosenberg For For Management

1.6 Elect Director Howard Walker For Withhold Management

1.7 Elect Director Gary L. Waterman For For Management

1.8 Elect Director Samuel Zell For For Management

2 Ratify Auditors For For Management

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

EQUITY RESIDENTIAL

Ticker: EQR Security ID: 29476L107

Meeting Date: JUN 10, 2008 Meeting Type: Annual

Record Date: MAR 31, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Trustee John W. Alexander For For Management

1.2 Elect Trustee Charles L. Atwood For For Management

1.3 Elect Trustee Stephen O. Evans For For Management

1.4 Elect Trustee Boone A. Knox For For Management

1.5 Elect Trustee John E. Neal For For Management

1.6 Elect Trustee David J. Neithercut For For Management

1.7 Elect Trustee Desiree G. Rogers For For Management

1.8 Elect Trustee Sheli Z. Rosenberg For For Management

1.9 Elect Trustee Gerald A. Spector For For Management

1.10 Elect Trustee B. Joseph White For For Management

1.11 Elect Trustee Samuel Zell For For Management

2 Ratify Auditors For For Management

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

FOSTER WHEELER LTD

Ticker: FWLT Security ID: G36535139

Meeting Date: JAN 8, 2008 Meeting Type: Special

Record Date: NOV 19, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 INCREASE IN THE AUTHORIZED SHARE CAPITAL For For Management

OF THE COMPANY DESCRIBED IN THE PROXY

STATEMENT.

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

FOSTER WHEELER LTD

Ticker: FWLT Security ID: G36535139

Meeting Date: MAY 6, 2008 Meeting Type: Annual

Record Date: MAR 10, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jack A. Fusco For For Management

1.2 Elect Director Edward G. Galante For For Management

1.3 Elect Director Raymond J. Milchovich For For Management

2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP For For Management

AS FOSTER WHEELER LTD. S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR

2008 AND AUTHORIZATION OF THE BOARD,

THROUGH THE AUDIT COMMITTEE, TO SET THE

FIRM S REMUNERATION.

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

GAP, INC., THE

Ticker: GPS Security ID: 364760108

Meeting Date: JUN 2, 2008 Meeting Type: Annual

Record Date: APR 7, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Howard P. Behar For For Management

1.2 Elect Director Adrian D.P. Bellamy For For Management

1.3 Elect Director Domenico De Sole For For Management

1.4 Elect Director Donald G. Fisher For For Management

1.5 Elect Director Doris F. Fisher For For Management

1.6 Elect Director Robert J. Fisher For For Management

1.7 Elect Director Penelope L. Hughes For For Management

1.8 Elect Director Bob L. Martin For For Management

1.9 Elect Director Jorge P. Montoya For For Management

1.10 Elect Director Glenn K. Murphy For For Management

1.11 Elect Director James M. Schneider For For Management

1.12 Elect Director Mayo A. Shattuck, III For For Management

1.13 Elect Director Kneeland C. Youngblood For For Management

2 Ratify Auditors For For Management

3 Amend Qualified Employee Stock Purchase For For Management

Plan

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

GENERAL GROWTH PROPERTIES, INC.

Ticker: GGP Security ID: 370021107

Meeting Date: MAY 14, 2008 Meeting Type: Annual

Record Date: MAR 17, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Matthew Bucksbaum For Withhold Management

1.2 Elect Director Bernard Freibaum For Withhold Management

1.3 Elect Director Beth Stewart For Withhold Management

2 Ratify Auditors For For Management

3 Declassify the Board of Directors Against For Shareholder

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

GRUPO AEROPORTUARIO DEL CENTRO NORTE S.A.B. DE C.V.

Ticker: OMAB Security ID: 400501102

Meeting Date: APR 3, 2008 Meeting Type: Annual/Special

Record Date: MAR 6, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and Statutory For For Management

Reports for the Period Ended December 31,

2007

2 Accept Tax Report in Accordance with Art. For For Management

28, Section IV of Stock Market Law

3 Authorize Board to Ratify and Execute For For Management

Approved Resolutions in Proposals I and

4 Approve Allocation of Income, Increase in For For Management

Reserves, Allocation of Stock Repurchase

Reserve and Dividends

5 Approve Change in Dividends Policy For For Management

6 Elect Directors, Alternates and Chairs of For For Management

Special Committees (Bundled)

7 Approve Remuneration of Directors and For For Management

Members of the Special Committees

8 Amend Corporate Bylaws For For Management

9 Authorize Board to Ratify and Execute For For Management

Approved Resolutions

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

H. J. HEINZ CO.

Ticker: HNZ Security ID: 423074103

Meeting Date: AUG 15, 2007 Meeting Type: Annual

Record Date: JUN 6, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director W.R. Johnson For For Management

1.2 Elect Director C.E. Bunch For For Management

1.3 Elect Director L.S. Coleman, Jr. For For Management

1.4 Elect Director J.G. Drosdick For For Management

1.5 Elect Director E.E. Holiday For For Management

1.6 Elect Director C. Kendle For For Management

1.7 Elect Director D.R. O'Hare For For Management

1.8 Elect Director N. Peltz For For Management

1.9 Elect Director D.H. Reilley For For Management

1.10 Elect Director L.C. Swann For For Management

1.11 Elect Director T.J. Usher For For Management

1.12 Elect Director M.F. Weinstein For For Management

2 Ratify Auditors For For Management

3 Amend Nonqualified Employee Stock For For Management

Purchase Plan

4 Approve Executive Incentive Bonus Plan For For Management

5 Reduce Supermajority Vote Requirement For For Management

6 Reduce Supermajority Vote Requirement For For Management

7 Company Specific--Provide Majority Vote For For Management

for the Election of Directors

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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker: HIG Security ID: 416515104

Meeting Date: MAY 21, 2008 Meeting Type: Annual

Record Date: MAR 24, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Ramani Ayer For For Management

2 Elect Director Ramon de Oliveira For For Management

3 Elect Director Trevor Fetter For For Management

4 Elect Director Edward J. Kelly, III For For Management

5 Elect Director Paul G. Kirk, Jr. For For Management

6 Elect Director Thomas M. Marra For For Management

7 Elect Director Gail J. McGovern For For Management

8 Elect Director Michael G. Morris For For Management

9 Elect Director Charles B. Strauss For For Management

10 Elect Director H. Patrick Swygert For For Management

11 Ratify Auditors For For Management

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

HEALTH CARE REIT, INC.

Ticker: HCN Security ID: 42217K106

Meeting Date: MAY 1, 2008 Meeting Type: Annual

Record Date: MAR 7, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William C. Ballard, Jr. For For Management

1.2 Elect Director Peter J. Grua For For Management

1.3 Elect Director R. Scott Trumbull For For Management

2 Ratify Auditors For For Management

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

HERSHA HOSPITALITY TRUST

Ticker: HT Security ID: 427825104

Meeting Date: MAY 22, 2008 Meeting Type: Annual

Record Date: MAR 31, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Donald J. Landry For For Management

1.2 Elect Director Thomas S. Capello For For Management

1.3 Elect Director Jay H. Shah For For Management

2 Approve Omnibus Stock Plan For For Management

3 Ratify Auditors For For Management

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

HIGHLAND HOSPITALITY CORP

Ticker: HIH Security ID: 430141101

Meeting Date: JUL 12, 2007 Meeting Type: Special

Record Date: MAY 25, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

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

HIGHWOODS PROPERTIES, INC.

Ticker: HIW Security ID: 431284108

Meeting Date: MAY 15, 2008 Meeting Type: Annual

Record Date: MAR 3, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Thomas W. Adler For For Management

1.2 Elect Director Kay N. Callison For For Management

1.3 Elect Director O. Temple Sloan, Jr. For For Management

2 Ratify Auditors For For Management

3 Declassify the Board of Directors For For Management

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

HOST HOTELS & RESORTS, INC.

Ticker: HST Security ID: 44107P104

Meeting Date: MAY 14, 2008 Meeting Type: Annual

Record Date: MAR 27, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Roberts M. Baylis For For Management

2 Elect Director Terence C. Golden For Against Management

3 Elect Director Ann M. Korologos For For Management

4 Elect Director Richard E. Marriott For For Management

5 Elect Director Judith A. McHale For For Management

6 Elect Director John B. Morse Jr For For Management

7 Elect Director W. Edward Walter For For Management

8 Ratify Auditors For For Management

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

HUNTINGTON BANCSHARES INC.

Ticker: HBAN Security ID: 446150104

Meeting Date: APR 23, 2008 Meeting Type: Annual

Record Date: FEB 20, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Don M. Casto, III For For Management

1.2 Elect Director Michael J. Endres For For Management

1.3 Elect Director Wm. J. Lhota For For Management

1.4 Elect Director David L. Porteous For For Management

2 Declassify the Board of Directors For For Management

3 Ratify Auditors For For Management

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

INTEL CORP.

Ticker: INTC Security ID: 458140100

Meeting Date: MAY 21, 2008 Meeting Type: Annual

Record Date: MAR 24, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Craig R. Barrett For For Management

2 Elect Director Charlene Barshefsky For For Management

3 Elect Director Carol A. Bartz For For Management

4 Elect Director Susan L. Decker 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 Jane E. Shaw For For Management

10 Elect Director John L. Thornton For For Management

11 Elect Director David B. Yoffie For For Management

12 Ratify Auditors For For Management

13 Amend Bylaws to Establish a Board Against Against Shareholder

Committee on Sustainability

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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker: IBM Security ID: 459200101

Meeting Date: APR 29, 2008 Meeting Type: Annual

Record Date: FEB 29, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director C. Black For For Management

1.2 Elect Director W.R. Brody For For Management

1.3 Elect Director K.I. Chenault For For Management

1.4 Elect Director M.L. Eskew For For Management

1.5 Elect Director S.A. Jackson For For Management

1.6 Elect Director L.A. Noto For For Management

1.7 Elect Director J.W. Owens For For Management

1.8 Elect Director S.J. Palmisano For For Management

1.9 Elect Director J.E. Spero For For Management

1.10 Elect Director S. Taurel For For Management

1.11 Elect Director L.H. Zambrano For For Management

2 Ratify Auditors For For Management

3 Restore or Provide for Cumulative Voting Against For Shareholder

4 Review Executive Compensation Against For Shareholder

5 Amend Bylaws to Establish a Board Against Against Shareholder

Committee on Human Rights

6 Amend Bylaw -- Call Special Meetings Against For Shareholder

7 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

JOHNSON & JOHNSON

Ticker: JNJ Security ID: 478160104

Meeting Date: APR 24, 2008 Meeting Type: Annual

Record Date: FEB 26, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary Sue Coleman For For Management

1.2 Elect Director James G. Cullen For For Management

1.3 Elect Director Michael M.E. Johns For Withhold Management

1.4 Elect Director Arnold G. Langbo For Withhold Management

1.5 Elect Director Susan L. Lindquist For For Management

1.6 Elect Director Leo F. Mullin For For Management

1.7 Elect Director Wiliam D. Perez For Withhold Management

1.8 Elect Director Christine A. Poon For For Management

1.9 Elect Director Charles Prince For Withhold Management

1.10 Elect Director Steven S. Reinemund For For Management

1.11 Elect Director David Satcher For For Management

1.12 Elect Director William C. Weldon For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

KRAFT FOODS INC

Ticker: KFT Security ID: 50075N104

Meeting Date: MAY 13, 2008 Meeting Type: Annual

Record Date: MAR 10, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ajay Banga For For Management

1.2 Elect Director Jan Bennink For For Management

1.3 Elect Director Myra M. Hart For For Management

1.4 Elect Director Lois D. Juliber For For Management

1.5 Elect Director Mark D. Ketchum For For Management

1.6 Elect Director Richard A. Lerner For For Management

1.7 Elect Director John C. Pope For For Management

1.8 Elect Director Fredric G. Reynolds For For Management

1.9 Elect Director Irene B. Rosenfeld For For Management

1.10 Elect Director Mary L. Schapiro For For Management

1.11 Elect Director Deborah C. Wright For For Management

1.12 Elect Director Frank G. Zarb For For Management

2 Ratify Auditors For For Management

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

LIMITED BRANDS

Ticker: LTD Security ID: 532716107

Meeting Date: MAY 19, 2008 Meeting Type: Annual

Record Date: MAR 26, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Donna A. James For Withhold Management

1.2 Elect Director Jeffrey H. Miro For Withhold Management

1.3 Elect Director Jeffrey B. Swartz For Withhold Management

1.4 Elect Director Raymond Zimmerman For Withhold Management

2 Ratify Auditors For For Management

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

MACERICH CO., THE

Ticker: MAC Security ID: 554382101

Meeting Date: MAY 29, 2008 Meeting Type: Annual

Record Date: MAR 11, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Dana K. Anderson For For Management

2 Elect Director Diana M. Laing For For Management

3 Elect Director Stanley A. Moore For For Management

4 Ratify Auditors For For Management

5 Declassify the Board of Directors For For Management

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

MACQUARIE INFRASTRUCTURE CO LLC

Ticker: MIC Security ID: 55608B105

Meeting Date: MAY 27, 2008 Meeting Type: Annual

Record Date: APR 7, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Norman H. Brown, Jr. For Did Not Management

Vote

1.2 Elect Director George W. Carmany, III For Did Not Management

Vote

1.3 Elect Director William H. Webb For Did Not Management

Vote

2 Ratify Auditors For Did Not Management

Vote

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

MATTEL, INC.

Ticker: MAT Security ID: 577081102

Meeting Date: MAY 29, 2008 Meeting Type: Annual

Record Date: APR 4, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Michael J. Dolan For For Management

2 Elect Director Robert A. Eckert For For Management

3 Elect Director Frances D. Fergusson For For Management

4 Elect Director Tully M. Friedman For For Management

5 Elect Director Dominic Ng For For Management

6 Elect Director Vasant M. Prabhu For For Management

7 Elect Director Andrea L. Rich For For Management

8 Elect Director Ronald L. Sargent For For Management

9 Elect Director Dean A. Scarborough For For Management

10 Elect Director Christopher A. Sinclair For For Management

11 Elect Director G. Craig Sullivan For For Management

12 Elect Director Kathy Brittain White For For Management

13 Ratify Auditors For For Management

14 Report on Product Safety and Working Against Against Shareholder

Conditions

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

MEDICAL PROPERTIES TRUST, INC

Ticker: MPW Security ID: 58463J304

Meeting Date: MAY 22, 2008 Meeting Type: Annual

Record Date: APR 1, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Edward K. Aldag, Jr. For For Management

1.2 Elect Director Virginia A. Clarke For For Management

1.3 Elect Director G. Steven Dawson For For Management

1.4 Elect Director R. Steven Hamner For For Management

1.5 Elect Director Robert E. Holmes, Ph.D. For For Management

1.6 Elect Director Sherry A. Kellett For For Management

1.7 Elect Director William G. Mckenzie For For Management

1.8 Elect Director L. Glenn Orr, Jr. For For Management

2 Ratify Auditors For For Management

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

MORGAN STANLEY

Ticker: MS Security ID: 617446448

Meeting Date: APR 8, 2008 Meeting Type: Annual

Record Date: FEB 8, 2008

# 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 C. Robert Kidder For For Management

5 Elect Director John J. Mack For For Management

6 Elect Director Donald T. Nicolaisen For For Management

7 Elect Director Charles H. Noski For For Management

8 Elect Director Hutham S. Olayan For For Management

9 Elect Director Charles E. Phillips, Jr. For For Management

10 Elect Director Griffith Sexton For For Management

11 Elect Director Laura D. Tyson For For Management

12 Ratify Auditors For For Management

13 Eliminate Supermajority Vote Requirement For For Management

14 Approve Report of the Compensation Against For Shareholder

Committee

15 Report on Human Rights Investment Against Against Shareholder

Policies

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

MOTOROLA, INC.

Ticker: MOT Security ID: 620076109

Meeting Date: MAY 5, 2008 Meeting Type: Annual

Record Date: MAR 14, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director G. Brown For For Management

1.2 Elect Director D. Dorman For For Management

1.3 Elect Director W. Hambrecht For For Management

1.4 Elect Director J. Lewent For For Management

1.5 Elect Director K. Meister For For Management

1.6 Elect Director T. Meredith For For Management

1.7 Elect Director N. Negroponte For For Management

1.8 Elect Director S. Scott III For For Management

1.9 Elect Director R. Sommer For For Management

1.10 Elect Director J. Stengel For For Management

1.11 Elect Director A. Vinciquerra For For Management

1.12 Elect Director D. Warner III For For Management

1.13 Elect Director J. White For For Management

1.14 Elect Director M. White For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

4 Claw-back of Payments under Restatements Against Against Shareholder

5 Amend Human Rights Policies Against Against Shareholder

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

PFIZER INC.

Ticker: PFE Security ID: 717081103

Meeting Date: APR 24, 2008 Meeting Type: Annual

Record Date: FEB 28, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Dennis A. Ausiello For For Management

2 Elect Director Michael S. Brown For For Management

3 Elect Director M. Anthony Burns For For Management

4 Elect Director Robert N. Burt For For Management

5 Elect Director W. Don Cornwell For For Management

6 Elect Director William H. Gray, III For For Management

7 Elect Director Constance J. Horner For For Management

8 Elect Director William R. Howell For For Management

9 Elect Director James M. Kilts For For Management

10 Elect Director Jeffrey B. Kindler For For Management

11 Elect Director George A. Lorch For For Management

12 Elect Director Dana G. Mead For For Management

13 Elect Director Suzanne Nora Johnson For For Management

14 Elect Director William C. Steere, Jr. For For Management

15 Ratify Auditors For For Management

16 Prohibit Executive Stock-Based Awards Against Against Shareholder

17 Require Independent Board Chairman Against For Shareholder

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

PROGRESS ENERGY, INC.

Ticker: PGN Security ID: 743263105

Meeting Date: MAY 14, 2008 Meeting Type: Annual

Record Date: MAR 7, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director James E. Bostic For For Management

2 Elect Director David L. Burner For For Management

3 Elect Director Harris E. DeLoach, Jr. For For Management

4 Elect Director William D. Johnson For For Management

5 Elect Director Robert W. Jones For For Management

6 Elect Director W. Steven Jones For For Management

7 Elect Director E. Marie McKee For For Management

8 Elect Director John H. Mullin, III For For Management

9 Elect Director Charles W. Pryor, Jr. For For Management

10 Elect Director Carlos A. Saladrigas For For Management

11 Elect Director Theresa M. Stone For For Management

12 Elect Director Alfred C. Tollison, Jr. For For Management

13 Ratify Auditors For For Management

14 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

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

PS BUSINESS PARKS, INC.

Ticker: PSB Security ID: 69360J107

Meeting Date: MAY 5, 2008 Meeting Type: Annual

Record Date: MAR 14, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ronald L. Havner, Jr. For For Management

1.2 Elect Director Joseph D. Russell, Jr. For For Management

1.3 Elect Director R. Wesley Burns For For Management

1.4 Elect Director Arthur M. Friedman For For Management

1.5 Elect Director James H. Kropp For For Management

1.6 Elect Director Harvey Lenkin For For Management

1.7 Elect Director Michael V. Mcgee For For Management

1.8 Elect Director Alan K. Pribble For For Management

2 Ratify Auditors For For Management

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

PUBLIC STORAGE

Ticker: PSA Security ID: 74460D109

Meeting Date: MAY 8, 2008 Meeting Type: Annual

Record Date: MAR 10, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Trustee B. Wayne Hughes For For Management

1.2 Elect Trustee Ronald L. Havner, Jr. For For Management

1.3 Elect Trustee Harvey Lenkin For For Management

1.4 Elect Trustee Dann V. Angeloff For For Management

1.5 Elect Trustee William C. Baker For For Management

1.6 Elect Trustee John T. Evans For For Management

1.7 Elect Trustee Uri P. Harkham For For Management

1.8 Elect Trustee B. Wayne Hughes, Jr For For Management

1.9 Elect Trustee Gary E. Pruitt For For Management

1.10 Elect Trustee Daniel C. Staton For For Management

2 Ratify Auditors For For Management

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

R. R. DONNELLEY & SONS CO.

Ticker: RRD Security ID: 257867101

Meeting Date: MAY 28, 2008 Meeting Type: Annual

Record Date: APR 2, 2008

# 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 Lee A. Chaden For For Management

4 Elect Director E.V. (Rick) Goings For For Management

5 Elect Director Judith H. Hamilton For For Management

6 Elect Director Thomas S. Johnson For For Management

7 Elect Director John C. Pope For For Management

8 Elect Director Michael T. Riordan For For Management

9 Elect Director Oliver R. Sockwell For For Management

10 Ratify Auditors For For Management

11 Amend Omnibus Stock Plan For For Management

12 Report on Sustainable Forestry Against Against Shareholder

13 Amend Articles/Bylaws/Charter -- Call Against For Shareholder

Special Meetings

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

RAMCO-GERSHENSON PROPERTIES TRUST

Ticker: RPT Security ID: 751452202

Meeting Date: JUN 11, 2008 Meeting Type: Annual

Record Date: APR 14, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Arthur H. Goldberg For For Management

1.2 Elect Director Mark K. Rosenfeld For For Management

2 Ratify Auditors For For Management

3 Approve Non-Employee Director Restricted For For Management

Stock Plan

4 Declassify the Board of Directors Against For Shareholder

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

SAFEWAY INC.

Ticker: SWY Security ID: 786514208

Meeting Date: MAY 14, 2008 Meeting Type: Annual

Record Date: MAR 17, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Steven A. Burd For For Management

2 Elect Director Janet E. Grove For For Management

3 Elect Director Mohan Gyani For For Management

4 Elect Director Paul Hazen For For Management

5 Elect Director Frank C. Herringer For For Management

6 Elect Director Robert I. MacDonnell For For Management

7 Elect Director Douglas J. MacKenzie For For Management

8 Elect Director Kenneth W. Oder For For Management

9 Elect Director Rebecca A. Stirn For For Management

10 Elect Director William Y. Tauscher For For Management

11 Elect Director Raymond G. Viault For For Management

12 Ratify Auditors For For Management

13 Provide for Cumulative Voting Against For Shareholder

14 Submit SERP to Shareholder Vote Against For Shareholder

15 Adopt Policy on 10b5-1 Plans Against For Shareholder

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

SL GREEN REALTY CORP.

Ticker: SLG Security ID: 78440X101

Meeting Date: JUN 25, 2008 Meeting Type: Annual

Record Date: APR 4, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Marc Holliday For For Management

1.2 Elect Director John S. Levy For Withhold Management

2 Ratify Auditors For For Management

3 Approve Qualified Employee Stock Purchase For For Management

Plan

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

SPIRIT FINANCE CORPORATON

Ticker: SFC Security ID: 848568309

Meeting Date: JUL 2, 2007 Meeting Type: Annual

Record Date: APR 23, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2.1 Elect Director Morton H. Fleischer For For Management

2.2 Elect Director Christopher H. Volk For For Management

2.3 Elect Director Willie R. Barnes For For Management

2.4 Elect Director Linda J. Blessing For For Management

2.5 Elect Director Dennis E. Mitchem For For Management

2.6 Elect Director Paul F. Oreffice For For Management

2.7 Elect Director James R. Parish For For Management

2.8 Elect Director Kenneth B. Roath For For Management

2.9 Elect Director Casey J. Sylla For For Management

2.10 Elect Director Shelby Yastrow For For Management

3 Ratify Auditors For For Management

4 Adjourn Meeting For For Management

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

TIME WARNER CABLE INC.

Ticker: TWC Security ID: 88732J108

Meeting Date: MAY 29, 2008 Meeting Type: Annual

Record Date: APR 2, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David C. Chang For For Management

1.2 Elect Director James E. Copeland, Jr. For For Management

2 Ratify Auditors For For Management

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

VENTAS, INC.

Ticker: VTR Security ID: 92276F100

Meeting Date: MAY 19, 2008 Meeting Type: Annual

Record Date: MAR 24, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Debra A. Cafaro For For Management

1.2 Elect Director Douglas Crocker II For For Management

1.3 Elect Director Ronald G. Geary For Withhold Management

1.4 Elect Director Jay M. Gellert For For Management

1.5 Elect Director Robert D. Reed For For Management

1.6 Elect Director Sheli Z. Rosenberg For Withhold Management

1.7 Elect Director James D. Shelton For For Management

1.8 Elect Director Thomas C. Theobald For For Management

2 Ratify Auditors For Against Management

3 Eliminate the Board's Ability to grant For For Management

Waivers

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

VERIZON COMMUNICATIONS

Ticker: VZ Security ID: 92343V104

Meeting Date: MAY 1, 2008 Meeting Type: Annual

Record Date: MAR 3, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Richard L. Carrion For For Management

2 Elect Director M. Frances Keeth For For Management

3 Elect Director Robert W. Lane For For Management

4 Elect Director Sandra O. Moose For For Management

5 Elect Director Joseph Neubauer For For Management

6 Elect Director Donald T. Nicolaisen For For Management

7 Elect Director Thomas H. O'Brien For For Management

8 Elect Director Clarence Otis, Jr. For For Management

9 Elect Director Hugh B. Price For For Management

10 Elect Director Ivan G. Seidenberg For For Management

11 Elect Director John W. Snow For For Management

12 Elect Director John R. Stafford For For Management

13 Ratify Auditors For For Management

14 Prohibit Executive Stock-Based Awards Against Against Shareholder

15 Amend EEO Policy to Prohibit Against Against Shareholder

Discrimination based on Gender Identity

16 Require Independent Board Chairman Against Against Shareholder

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

WACHOVIA CORP.

Ticker: WB Security ID: 929903102

Meeting Date: APR 22, 2008 Meeting Type: Annual

Record Date: FEB 14, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director John D. Baker, II For For Management

2 Elect Director Peter C. Browning For For Management

3 Elect Director John T. Casteen, III For For Management

4 Elect Director Jerry Gitt For For Management

5 Elect Director William H. Goodwin, Jr. For For Management

6 Elect Director Maryellen C. Herringer For For Management

7 Elect Director Robert A. Ingram For For Management

8 Elect Director Donald M. James For For Management

9 Elect Director Mackey J. McDonald For For Management

10 Elect Director Joseph Neubauer For For Management

11 Elect Director Timothy D. Proctor For For Management

12 Elect Director Ernest S. Rady For For Management

13 Elect Director Van L. Richey For For Management

14 Elect Director Ruth G. Shaw For For Management

15 Elect Director Lanty L. Smith For For Management

16 Elect Director G. Kennedy Thompson For For Management

17 Elect Director Dona Davis Young For For Management

18 Ratify Auditors For For Management

19 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

20 Report on Political Contributions Against For Shareholder

21 Require Two Candidates for Each Board Against Against Shareholder

Seat

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

WASTE MANAGEMENT, INC.

Ticker: WMI Security ID: 94106L109

Meeting Date: MAY 9, 2008 Meeting Type: Annual

Record Date: MAR 12, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Pastora San Juan Cafferty For For Management

2 Elect Director Frank M. Clark, Jr. For For Management

3 Elect Director Patrick W. Gross For For Management

4 Elect Director Thomas I. Morgan For For Management

5 Elect Director John C. Pope For For Management

6 Elect Director W. Robert Reum For For Management

7 Elect Director Steven G. Rothmeier For For Management

8 Elect Director David P. Steiner For For Management

9 Elect Director Thomas H. Weidemeyer For For Management

10 Ratify Auditors For For Management

11 Repot on Political Contributions Against For Shareholder

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

WYETH

Ticker: WYE Security ID: 983024100

Meeting Date: APR 24, 2008 Meeting Type: Annual

Record Date: MAR 3, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Robert M. Amen For For Management

2 Elect Director Michael J. Critelli For For Management

3 Elect Director Robert Essner For For Management

4 Elect Director John D. Feerick For For Management

5 Elect Director Frances D. Fergusson For For Management

6 Elect Director Victor F. Ganzi For For Management

7 Elect Director Robert Langer For For Management

8 Elect Director John P. Mascotte For For Management

9 Elect Director Raymond J. McGuire For For Management

10 Elect Director Mary Lake Polan For For Management

11 Elect Director Bernard Poussot For For Management

12 Elect Director Gary L. Rogers For For Management

13 Elect Director John R. Torell III For For Management

14 Ratify Auditors For For Management

15 Amend Omnibus Stock Plan For For Management

16 Amend Non-Employee Director Restricted For For Management

Stock Plan

17 Report on Political Contributions Against For Shareholder

18 Claw-back of Payments under Restatements Against Against Shareholder

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

XEROX CORP.

Ticker: XRX Security ID: 984121103

Meeting Date: MAY 22, 2008 Meeting Type: Annual

Record Date: MAR 24, 2008

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Glenn A. Britt For For Management

1.2 Elect Director Ursula M. Burns For For Management

1.3 Elect Director Richard J. Harrington For For Management

1.4 Elect Director William Curt Hunter For For Management

1.5 Elect Director Vernon E. Jordan, Jr. For For Management

1.6 Elect Director Robert A. McDonald For For Management

1.7 Elect Director Anne M. Mulcahy For For Management

1.8 Elect Director N. J. Nicholas, Jr. For For Management

1.9 Elect Director Ann N. Reese For For Management

1.10 Elect Director Mary Agnes Wilderotter For For Management

2 Ratify Auditors For For Management

3 Adopt Majority Voting for Uncontested For For Management

Election of Directors

4 Report on Vendor Human Rights Standards Against Against Shareholder

================================================================================

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.

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.

By: Patrick P. Coyne

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

Name: Patrick P. Coyne

Title: Chairman/President/

Chief Executive Officer

Date: August 25, 2008