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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD

REGISTERED MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-2652

NAME OF REGISTRANT: VANGUARD INDEX FUNDS

ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482

NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM

PO BOX 876

VALLEY FORGE, PA 19482

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000

DATE OF FISCAL YEAR END: DECEMBER 31

DATE OF REPORTING PERIOD: JULY 1, 2013 - JUNE 30, 2014

FUND: VANGUARD VALUE INDEX FUND

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ISSUER: Abbott Laboratories

TICKER: ABT CUSIP: 002824100

MEETING DATE: 4/25/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. ALPERN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR ROXANNE S. AUSTIN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR SALLY E. BLOUNT ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR W. JAMES FARRELL ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR NANCY MCKINSTRY ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR PHEBE N. NOVAKOVIC ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR SAMUEL C. SCOTT, III ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR GLENN F. TILTON ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR MILES D. WHITE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: LABEL PRODUCTS WITH GMO INGREDIENTS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #6: CEASE COMPLIANCE ADJUSTMENTS TO SHAREHOLDER YES AGAINST FOR

PERFORMANCE CRITERIA

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ISSUER: ACE Limited

TICKER: ACE CUSIP: H0023R105

MEETING DATE: 1/10/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: APPROVE DIVIDEND DISTRIBUTION FROM LEGAL ISSUER YES FOR FOR

RESERVES

PROPOSAL #2: ELECT OF HOMBURGER AG AS INDEPENDENT ISSUER YES FOR FOR

PROXY

PROPOSAL #3: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES FOR FOR

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ISSUER: ACE Limited

TICKER: ACE CUSIP: H0023R105

MEETING DATE: 5/15/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #2: ALLOCATE DISPOSABLE PROFIT ISSUER YES FOR FOR

PROPOSAL #3: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR

MANAGEMENT

PROPOSAL #4.1: ELECT DIRECTOR JOHN EDWARDSON ISSUER YES FOR FOR

PROPOSAL #4.2: ELECT DIRECTOR KIMBERLY ROSS ISSUER YES FOR FOR

PROPOSAL #4.3: ELECT DIRECTOR ROBERT SCULLY ISSUER YES FOR FOR

PROPOSAL #4.4: ELECT DIRECTOR DAVID SIDWELL ISSUER YES FOR FOR

PROPOSAL #4.5: ELECT DIRECTOR EVAN G. GREENBERG ISSUER YES FOR FOR

PROPOSAL #4.6: ELECT DIRECTOR ROBERT M. HERNANDEZ ISSUER YES FOR FOR

PROPOSAL #4.7: ELECT DIRECTOR MICHAEL G. ATIEH ISSUER YES FOR FOR

PROPOSAL #4.8: ELECT DIRECTOR MARY A. CIRILLO ISSUER YES FOR FOR

PROPOSAL #4.9: ELECT DIRECTOR MICHAEL P. CONNORS ISSUER YES FOR FOR

PROPOSAL #4.10: ELECT DIRECTOR PETER MENIKOFF ISSUER YES FOR FOR

PROPOSAL #4.11: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR

PROPOSAL #4.12: ELECT DIRECTOR EUGENE B. SHANKS, JR. ISSUER YES FOR FOR

PROPOSAL #4.13: ELECT DIRECTOR THEODORE E. SHASTA ISSUER YES FOR FOR

PROPOSAL #4.14: ELECT DIRECTOR OLIVIER STEIMER ISSUER YES FOR FOR

PROPOSAL #5: ELECT EVAN G. GREENBERG AS BOARD ISSUER YES FOR FOR

CHAIRMAN

PROPOSAL #6.1: APPOINT MICHAEL P. CONNORS AS MEMBER ISSUER YES FOR FOR

OF THE COMPENSATION COMMITTEE

PROPOSAL #6.2: APPOINT MARY A. CIRILLO AS MEMBER OF ISSUER YES FOR FOR

THE COMPENSATION COMMITTEE

PROPOSAL #6.3: APPOINT JOHN EDWARDSON AS MEMBER OF ISSUER YES FOR FOR

THE COMPENSATION COMMITTEE

PROPOSAL #6.4: APPOINT ROBERT M. HERNANDEZ AS MEMBER ISSUER YES FOR FOR

OF THE COMPENSATION COMMITTEE

PROPOSAL #7: DESIGNATE HOMBURGER AG AS INDEPENDENT ISSUER YES FOR FOR

PROXY

PROPOSAL #8.1: RATIFY PRICEWATERHOUSECOOPERS AG ISSUER YES FOR FOR

(ZURICH) AS AUDITORS

PROPOSAL #8.2: RATIFY PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR

(UNITED STATES) AS INDEPENDENT REGISTERED ACCOUNTING

FIRM AS AUDITORS

PROPOSAL #8.3: RATIFY BDO AG (ZURICH) AS SPECIAL ISSUER YES FOR FOR

AUDITORS

PROPOSAL #9: APPROVE CREATION OF CHF 3.7 BILLION POOL ISSUER YES FOR FOR

OF CAPITAL WITHOUT PREEMPTIVE RIGHTS

PROPOSAL #10: APPROVE DIVIDEND DISTRIBUTION FROM ISSUER YES FOR FOR

LEGAL RESERVES THROUGH REDUCTION OF PAR VALUE

PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #12: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES ABSTAIN AGAINST

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ISSUER: Activision Blizzard, Inc.

TICKER: ATVI CUSIP: 00507V109

MEETING DATE: 6/5/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. CORTI ISSUER YES AGAINST AGAINST

PROPOSAL #1.2: ELECT DIRECTOR BRIAN G. KELLY ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR ROBERT A. KOTICK ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR BARRY MEYER ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR ROBERT J. MORGADO ISSUER YES AGAINST AGAINST

PROPOSAL #1.6: ELECT DIRECTOR PETER NOLAN ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR RICHARD SARNOFF ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR ELAINE WYNN ISSUER YES FOR FOR

PROPOSAL #2: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #3A: AMEND PROVISIONS RELATING TO THE ISSUER YES FOR FOR

RELATIONSHIP WITH VIVENDI

PROPOSAL #3B: AMEND PROVISIONS RELATING TO ISSUER YES FOR FOR

SUPERMAJORITY AND SPECIAL VOTING REQUIREMENTS

PROPOSAL #3C: AMEND PROVISIONS RELATING TO THE ISSUER YES FOR FOR

ABILITY TO AMEND BYLAWS

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES AGAINST AGAINST

OFFICERS' COMPENSATION

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: Aetna Inc.

TICKER: AET CUSIP: 00817Y108

MEETING DATE: 5/30/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR FERNANDO AGUIRRE ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR MARK T. BERTOLINI ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR FRANK M. CLARK ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR BETSY Z. COHEN ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR MOLLY J. COYE ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR ROGER N. FARAH ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR BARBARA HACKMAN FRANKLIN ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR JEFFREY E. GARTEN ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR ELLEN M. HANCOCK ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR RICHARD J. HARRINGTON ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR EDWARD J. LUDWIG ISSUER YES FOR FOR

PROPOSAL #1l: ELECT DIRECTOR JOSEPH P. NEWHOUSE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

PROPOSAL #4: AMEND RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #7A: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #7B: ENHANCE BOARD OVERSIGHT OF POLITICAL SHAREHOLDER YES AGAINST FOR

CONTRIBUTIONS

PROPOSAL #7C: AMEND POLICY TO DISCLOSE PAYMENTS TO SHAREHOLDER YES AGAINST FOR

TAX-EXEMPT ORGANIZATIONS

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ISSUER: Aflac Incorporated

TICKER: AFL CUSIP: 001055102

MEETING DATE: 5/5/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR DANIEL P. AMOS ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR JOHN SHELBY AMOS, II ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR PAUL S. AMOS, II ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR W. PAUL BOWERS ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR KRISS CLONINGER, III ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR ELIZABETH J. HUDSON ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR DOUGLAS W. JOHNSON ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR ROBERT B. JOHNSON ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR CHARLES B. KNAPP ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR BARBARA K. RIMER ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR MELVIN T. STITH ISSUER YES FOR FOR

PROPOSAL #1l: ELECT DIRECTOR DAVID GARY THOMPSON ISSUER YES FOR FOR

PROPOSAL #1m: ELECT DIRECTOR TAKURO YOSHIDA ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: AGCO Corporation

TICKER: AGCO CUSIP: 001084102

MEETING DATE: 4/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROY V. ARMES ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MICHAEL C. ARNOLD ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR P. GEORGE BENSON ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR WOLFGANG DEML ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR LUIZ F. FURLAN ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR GEORGE E. MINNICH ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR MARTIN H. RICHENHAGEN ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR GERALD L. SHAHEEN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR MALLIKA SRINIVASAN ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR HENDRIKUS VISSER ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: Air Products and Chemicals, Inc.

TICKER: APD CUSIP: 009158106

MEETING DATE: 1/23/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR CHADWICK C. DEATON ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR EDWARD L. MONSER ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR MATTHEW H. PAULL ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR LAWRENCE S. SMITH ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR

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ISSUER: Alcoa Inc.

TICKER: AA CUSIP: 013817101

MEETING DATE: 5/2/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR KLAUS KLEINFELD ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JAMES W. OWENS ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR MARTIN S. SORRELL ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RATAN N. TATA ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADOPT SHARE RETENTION POLICY FOR SENIOR SHAREHOLDER YES AGAINST FOR

EXECUTIVES

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ISSUER: Alleghany Corporation

TICKER: Y CUSIP: 017175100

MEETING DATE: 4/25/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR REX D. ADAMS ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR IAN H. CHIPPENDALE ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR WESTON M. HICKS ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR JEFFERSON W. KIRBY ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

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ISSUER: Alliant Energy Corporation

TICKER: LNT CUSIP: 018802108

MEETING DATE: 5/13/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR PATRICK E. ALLEN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR PATRICIA L. KAMPLING ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR SINGLETON B. MCALLISTER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR SUSAN D. WHITING ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: Altria Group, Inc.

TICKER: MO CUSIP: 02209S103

MEETING DATE: 5/14/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR GERALD L. BALILES ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MARTIN J. BARRINGTON ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JOHN T. CASTEEN, III ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR DINYAR S. DEVITRE ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR THOMAS F. FARRELL, II ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR THOMAS W. JONES ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR DEBRA J. KELLY-ENNIS ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR W. LEO KIELY, III ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR KATHRYN B. MCQUADE ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR GEORGE MUÑOZ ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR NABIL Y. SAKKAB ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: INFORM POOR AND LESS EDUCATED ON HEALTH SHAREHOLDER YES AGAINST FOR

CONSEQUENCES OF TOBACCO

PROPOSAL #5: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR

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ISSUER: Ameren Corporation

TICKER: AEE CUSIP: 023608102

MEETING DATE: 4/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR WARNER L. BAXTER ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR CATHERINE S. BRUNE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR ELLEN M. FITZSIMMONS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR WALTER J. GALVIN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR RICHARD J. HARSHMAN ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR GAYLE P. W. JACKSON ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR JAMES C. JOHNSON ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR STEVEN H. LIPSTEIN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR PATRICK T. STOKES ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR THOMAS R. VOSS ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR STEPHEN R. WILSON ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR JACK D. WOODARD ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #5: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #7: REPORT ON ADOPTION OF POLICIES TO MEET SHAREHOLDER YES ABSTAIN AGAINST

NATIONAL GHG REDUCTION GOAL

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ISSUER: American Capital Agency Corp.

TICKER: AGNC CUSIP: 02503X105

MEETING DATE: 4/22/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT M. COUCH ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MORRIS A. DAVIS ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR RANDY E. DOBBS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR LARRY K. HARVEY ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR PRUE B. LAROCCA ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR ALVIN N. PURYEAR ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR MALON WILKUS ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR JOHN R. ERICKSON ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR SAMUEL A. FLAX ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: American Electric Power Company, Inc.

TICKER: AEP CUSIP: 025537101

MEETING DATE: 4/22/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR NICHOLAS K. AKINS ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR DAVID J. ANDERSON ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR J. BARNIE BEASLEY, JR. ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RALPH D. CROSBY, JR. ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR LINDA A. GOODSPEED ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR THOMAS E. HOAGLIN ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR SANDRA BEACH LIN ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR RICHARD C. NOTEBAERT ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR LIONEL L. NOWELL, III ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR STEPHEN S. RASMUSSEN ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR OLIVER G. RICHARD, III ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR SARA MARTINEZ TUCKER ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

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ISSUER: AMERICAN INTERNATIONAL GROUP, INC.

TICKER: AIG CUSIP: 026874784

MEETING DATE: 5/12/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR ROBERT H. BENMOSCHE ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR PETER R. FISHER ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR JOHN H. FITZPATRICK ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR WILLIAM G. JURGENSEN ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR CHRISTOPHER S. LYNCH ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR ARTHUR C. MARTINEZ ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR GEORGE L. MILES, JR. ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR HENRY S. MILLER ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR ROBERT S. MILLER ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR

PROPOSAL #1l: ELECT DIRECTOR RONALD A. RITTENMEYER ISSUER YES FOR FOR

PROPOSAL #1m: ELECT DIRECTOR DOUGLAS M. STEENLAND ISSUER YES FOR FOR

PROPOSAL #1n: ELECT DIRECTOR THERESA M. STONE ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: AMEND CERTIFICATE OF INCORPORATION TO ISSUER YES FOR FOR

CONTINUE TO RESTRICT CERTAIN TRANSFERS OF AIG COMMON

STOCK IN ORDER TO PROTECT AIG'S TAX ATTRIBUTES

PROPOSAL #4: AMEND TAX ASSET PROTECTION PLAN ISSUER YES FOR FOR

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

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ISSUER: American Water Works Company, Inc.

TICKER: AWK CUSIP: 030420103

MEETING DATE: 5/9/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR JULIE A. DOBSON ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR PAUL J. EVANSON ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR MARTHA CLARK GOSS ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR RICHARD R. GRIGG ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR JULIA L. JOHNSON ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR GEORGE MACKENZIE ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR WILLIAM J. MARRAZZO ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR SUSAN N. STORY ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

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ISSUER: Ameriprise Financial, Inc.

TICKER: AMP CUSIP: 03076C106

MEETING DATE: 4/30/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR JAMES M. CRACCHIOLO ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR DIANNE NEAL BLIXT ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR AMY DIGESO ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR LON R. GREENBERG ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR W. WALKER LEWIS ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR SIRI S. MARSHALL ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR JEFFREY NODDLE ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR H. JAY SARLES ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR ROBERT F. SHARPE, JR. ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR WILLIAM H. TURNER ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ELIMINATE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES AGAINST FOR

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

ISSUER: AmerisourceBergen Corporation

TICKER: ABC CUSIP: 03073E105

MEETING DATE: 3/6/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR STEVEN H. COLLIS ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR DOUGLAS R. CONANT ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR RICHARD W. GOCHNAUER ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RICHARD C. GOZON ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR LON R. GREENBERG ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR EDWARD E. HAGENLOCKER ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR JANE E. HENNEY ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR KATHLEEN W. HYLE ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR MICHAEL J. LONG ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR HENRY W. MCGEE ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #5: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

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

ISSUER: Annaly Capital Management, Inc.

TICKER: NLY CUSIP: 035710409

MEETING DATE: 5/22/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR JONATHAN D. GREEN ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR JOHN H. SCHAEFER ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR FRANCINE J. BOVICH ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

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

ISSUER: Aon plc

TICKER: AON CUSIP: G0408V102

MEETING DATE: 6/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR LESTER B. KNIGHT ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR GREGORY C. CASE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR FULVIO CONTI ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR CHERYL A. FRANCIS ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR EDGAR D. JANNOTTA ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR JAMES W. LENG ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR J. MICHAEL LOSH ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR ROBERT S. MORRISON ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR RICHARD B. MYERS ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR RICHARD C. NOTEBAERT ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR GLORIA SANTONA ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR CAROLYN Y. WOO ISSUER YES FOR FOR

PROPOSAL #2: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #3: RATIFY ERNST AND YOUNG LLP AS AON'S ISSUER YES FOR FOR

AUDITORS

PROPOSAL #4: RATIFY ERNST AND YOUNG LLP AS AON'S U.K. ISSUER YES FOR FOR

STATUTORY AUDITOR

PROPOSAL #5: AUTHORIZE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR

INTERNAL STATUTORY AUDITOR

PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #7: APPROVE REMUNERATION POLICY ISSUER YES FOR FOR

PROPOSAL #8: ADVISORY VOTE TO RATIFY DIRECTORS' ISSUER YES FOR FOR

REMUNERATION REPORT

PROPOSAL #9: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #10: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES FOR FOR

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

ISSUER: Apache Corporation

TICKER: APA CUSIP: 037411105

MEETING DATE: 5/15/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR G. STEVEN FARRIS ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR A.D. FRAZIER, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR AMY H. NELSON ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #6: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR

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

ISSUER: Applied Materials, Inc.

TICKER: AMAT CUSIP: 038222105

MEETING DATE: 3/4/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR AART J. DE GEUS ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR GARY E. DICKERSON ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR STEPHEN R. FORREST ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR THOMAS J. IANNOTTI ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR SUSAN M. JAMES ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR ALEXANDER A. KARSNER ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR GERHARD H. PARKER ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR DENNIS D. POWELL ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR WILLEM P. ROELANDTS ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR JAMES E. ROGERS ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR MICHAEL R. SPLINTER ISSUER YES FOR FOR

PROPOSAL #1l: ELECT DIRECTOR ROBERT H. SWAN ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: AMEND BYLAWS -- CALL SPECIAL MEETINGS SHAREHOLDER YES AGAINST FOR

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

ISSUER: Applied Materials, Inc.

TICKER: AMAT CUSIP: 038222105

MEETING DATE: 6/23/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: APPROVE MERGER AGREEMENT ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE ON GOLDEN PARACHUTES ISSUER YES AGAINST AGAINST

PROPOSAL #3: ADJOURN MEETING ISSUER YES FOR FOR

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

ISSUER: Arch Capital Group Ltd.

TICKER: ACGL CUSIP: G0450A105

MEETING DATE: 5/9/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR KEWSONG LEE ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR BRIAN S. POSNER ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR JOHN D. VOLLARO ISSUER YES FOR FOR

PROPOSAL #2a: ELECT DIRECTOR ANTHONY ASQUITH AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2b: ELECT DIRECTOR EDGARDO BALOIS AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2c: ELECT DIRECTOR DENNIS R. BRAND AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2d: ELECT DIRECTOR PAUL COLE AS DESIGNATED ISSUER YES FOR FOR

COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2e: ELECT DIRECTOR MICHAEL CONSTANTINIDES ISSUER YES FOR FOR

AS DESIGNATED COMPANY DIRECTOR OF NON-U.S.

PROPOSAL #2f: ELECT DIRECTOR GRAHAM B.R. COLLIS AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2g: ELECT DIRECTOR WILLIAM J. COONEY AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2h: ELECT DIRECTOR NICK DENNISTON AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2i: ELECT DIRECTOR MICHAEL FEETHAM AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2j: ELECT DIRECTOR STEPHEN FOGARTY AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2k: ELECT DIRECTOR ELIZABETH FULLERTON-ROME ISSUER YES FOR FOR

AS DESIGNATED COMPANY DIRECTOR OF NON-U.S.

PROPOSAL #2l: ELECT DIRECTOR MARC GRANDISSON AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2m: ELECT DIRECTOR MICHAEL A. GREENE AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2n: ELECT DIRECTOR JEROME HALGAN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2o: ELECT DIRECTOR PAT HARTMAN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2p: ELECT DIRECTOR DAVID W. HIPKIN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2q: ELECT DIRECTOR W. PRESTON HUTCHINGS AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2r: ELECT DIRECTOR CONSTANTINE IORDANOU AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2s: ELECT DIRECTOR PIERRE JAL AS DESIGNATED ISSUER YES FOR FOR

COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2t: ELECT DIRECTOR WOLBERT H. KAMPHUIJS AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2u: ELECT DIRECTOR MICHAEL H. KIER AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2v: ELECT DIRECTOR LIN LI-WILLIAMS AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2w: ELECT DIRECTOR MARK D. LYONS AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2x: ELECT DIRECTOR ADAM MATTESON AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2y: ELECT DIRECTOR ROBERT MCDOWELL AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2z: ELECT DIRECTOR DAVID H. MCELROY AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2aa: ELECT DIRECTOR ROMMEL MERCADO AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ab: ELECT DIRECTOR DAVID J. MULHOLLAND AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ac: ELECT DIRECTOR MICHAEL R. MURPHY AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ad: ELECT DIRECTOR MARTIN J. NILSEN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ae: ELECT DIRECTOR MARK NOLAN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2af: ELECT DIRECTOR MARITA OLIVER AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ag: ELECT DIRECTOR NICOLAS PAPADOPOULO AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ah: ELECT DIRECTOR ELISABETH QUINN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ai: ELECT DIRECTOR MAAMOUN RAJEH AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2aj: ELECT DIRECTOR ANDREW RIPPERT AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ak: ELECT DIRECTOR CARLA SANTAMARIA-SENA ISSUER YES FOR FOR

AS DESIGNATED COMPANY DIRECTOR OF NON-U.S.

PROPOSAL #2al: ELECT DIRECTOR ARTHUR SCACE AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2am: ELECT DIRECTOR SCOTT SCHENKER AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2an: ELECT DIRECTOR SOREN SCHEUER AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ao: ELECT DIRECTOR BUDHI SINGH AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ap: ELECT DIRECTOR WILLIAM A. SOARES AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2aq: ELECT DIRECTOR HELMUT SOHLER AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2ar: ELECT DIRECTOR RYAN TAYLOR AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2as: ELECT DIRECTOR ROSS TOTTEN AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2at: ELECT DIRECTOR IWAN VAN MUNSTER AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2au: ELECT DIRECTOR ARGUS WATSON AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #2av: ELECT DIRECTOR JAMES R. WEATHERSTONE ISSUER YES FOR FOR

AS DESIGNATED COMPANY DIRECTOR OF NON-U.S.

PROPOSAL #2aw: ELECT DIRECTOR GERALD WOLFE AS ISSUER YES FOR FOR

DESIGNATED COMPANY DIRECTOR OF NON-U.S. SUBSIDIARIES

PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

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

ISSUER: Archer-Daniels-Midland Company

TICKER: ADM CUSIP: 039483102

MEETING DATE: 5/1/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ALAN L. BOECKMANN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MOLLIE HALE CARTER ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR TERRELL K. CREWS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR PIERRE DUFOUR ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR DONALD E. FELSINGER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR ANTONIO MACIEL NETO ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR PATRICK J. MOORE ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR THOMAS F. O'NEILL ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR FRANCISCO SANCHEZ ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR DANIEL SHIH ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR KELVIN R. WESTBROOK ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR PATRICIA A. WOERTZ ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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

ISSUER: Arrow Electronics, Inc.

TICKER: ARW CUSIP: 042735100

MEETING DATE: 5/22/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR BARRY W. PERRY ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR PHILIP K. ASHERMAN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR GAIL E. HAMILTON ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR JOHN N. HANSON ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR RICHARD S. HILL ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR M.F. (FRAN) KEETH ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR ANDREW C. KERIN ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR MICHAEL J. LONG ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR STEPHEN C. PATRICK ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

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

ISSUER: Ashland Inc.

TICKER: ASH CUSIP: 044209104

MEETING DATE: 1/30/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR STEPHEN F. KIRK ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JAMES J. O'BRIEN ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR BARRY W. PERRY ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR

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

ISSUER: Assurant, Inc.

TICKER: AIZ CUSIP: 04621X108

MEETING DATE: 5/8/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR ELAINE D. ROSEN ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR HOWARD L. CARVER ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR JUAN N. CENTO ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR ELYSE DOUGLAS ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR LAWRENCE V. JACKSON ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR DAVID B. KELSO ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR CHARLES J. KOCH ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR JEAN-PAUL L. MONTUPET ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR ROBERT B. POLLOCK ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR PAUL J. REILLY ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR ROBERT W. STEIN ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

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

ISSUER: AT&T Inc.

TICKER: T CUSIP: 00206R102

MEETING DATE: 4/25/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR RANDALL L. STEPHENSON ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR REUBEN V. ANDERSON ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR SCOTT T. FORD ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JAMES P. KELLY ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR JON C. MADONNA ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR MICHAEL B. MCCALLISTER ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR JOHN B. MCCOY ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR BETH E. MOONEY ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR JOYCE M. ROCHE ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR MATTHEW K. ROSE ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR CYNTHIA B. TAYLOR ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR LAURA D'ANDREA TYSON ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: APPROVE SEVERANCE AGREEMENTS/CHANGE-IN- ISSUER YES FOR FOR

CONTROL AGREEMENTS

PROPOSAL #5: REPORT ON INDIRECT POLITICAL SHAREHOLDER YES AGAINST FOR

CONTRIBUTIONS

PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR

PROPOSAL #7: LOWER OWNERSHIP THRESHOLD FOR ACTION BY SHAREHOLDER YES AGAINST FOR

WRITTEN CONSENT

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

ISSUER: Avery Dennison Corporation

TICKER: AVY CUSIP: 053611109

MEETING DATE: 4/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR BRADLEY A. ALFORD ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR ANTHONY K. ANDERSON ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR PETER K. BARKER ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR ROLF L. BORJESSON ISSUER YES FOR FOR

PROPOSAL #1e: ELECT DIRECTOR KEN C. HICKS ISSUER YES FOR FOR

PROPOSAL #1f: ELECT DIRECTOR CHARLES H. NOSKI ISSUER YES FOR FOR

PROPOSAL #1g: ELECT DIRECTOR DAVID E. I. PYOTT ISSUER YES FOR FOR

PROPOSAL #1h: ELECT DIRECTOR DEAN A. SCARBOROUGH ISSUER YES FOR FOR

PROPOSAL #1i: ELECT DIRECTOR PATRICK T. SIEWERT ISSUER YES FOR FOR

PROPOSAL #1j: ELECT DIRECTOR JULIA A. STEWART ISSUER YES FOR FOR

PROPOSAL #1k: ELECT DIRECTOR MARTHA N. SULLIVAN ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

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

ISSUER: Avnet, Inc.

TICKER: AVT CUSIP: 053807103

MEETING DATE: 11/8/2013 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR J. VERONICA BIGGINS ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MICHAEL A. BRADLEY ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR R. KERRY CLARK ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RICHARD HAMADA ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JAMES A. LAWRENCE ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR FRANK R. NOONAN ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR RAY M. ROBINSON ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR WILLIAM H. SCHUMANN III ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR WILLIAM P. SULLIVAN ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

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

ISSUER: Avon Products, Inc.

TICKER: AVP CUSIP: 054303102

MEETING DATE: 5/6/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR DOUGLAS R. CONANT ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR V. ANN HAILEY ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR NANCY KILLEFER ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR MARIA ELENA LAGOMASINO ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR SARA MATHEW ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR SHERI MCCOY ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR CHARLES H. NOSKI ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR GARY M. RODKIN ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR PAULA STERN ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #5: REPORT ON SAFER SUBSTITUTES FOR PRODUCT SHAREHOLDER YES AGAINST FOR

INGREDIENTS

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ISSUER: AXIS Capital Holdings Limited

TICKER: AXS CUSIP: G0692U109

MEETING DATE: 5/9/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT ROBERT L. FRIEDMAN AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT CHERYL-ANN LISTER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT THOMAS C. RAMEY AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT WILHELM ZELLER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY DELOITTE & TOUCHE LTD. AS ISSUER YES FOR FOR

AUDITORS

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ISSUER: Baker Hughes Incorporated

TICKER: BHI CUSIP: 057224107

MEETING DATE: 4/24/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR LARRY D. BRADY ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR CLARENCE P. CAZALOT, ISSUER YES FOR FOR

JR.

PROPOSAL #1.3: ELECT DIRECTOR MARTIN S. CRAIGHEAD ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR LYNN L. ELSENHANS ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR ANTHONY G. FERNANDES ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR CLAIRE W. GARGALLI ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR PIERRE H. JUNGELS ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR JAMES A. LASH ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR J. LARRY NICHOLS ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR JAMES W. STEWART ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR CHARLES L. WATSON ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

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ISSUER: Ball Corporation

TICKER: BLL CUSIP: 058498106

MEETING DATE: 4/30/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR JOHN A. HAYES ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR GEORGE M. SMART ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR THEODORE M. SOLSO ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR STUART A. TAYLOR, II ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR

OF DIRECTORS

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ISSUER: Bank of America Corporation

TICKER: BAC CUSIP: 060505104

MEETING DATE: 5/7/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR SHARON L. ALLEN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR SUSAN S. BIES ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JACK O. BOVENDER, JR. ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR FRANK P. BRAMBLE, SR. ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR PIERRE J. P. DE WECK ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR ARNOLD W. DONALD ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR CHARLES K. GIFFORD ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR CHARLES O. HOLLIDAY, ISSUER YES FOR FOR

JR.

PROPOSAL #1.9: ELECT DIRECTOR LINDA P. HUDSON ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR MONICA C. LOZANO ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR THOMAS J. MAY ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR BRIAN T. MOYNIHAN ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR LIONEL L. NOWELL, III ISSUER YES FOR FOR

PROPOSAL #1.14: ELECT DIRECTOR CLAYTON S. ROSE ISSUER YES FOR FOR

PROPOSAL #1.15: ELECT DIRECTOR R. DAVID YOST ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #4: AMEND CERTIFICATE OF DESIGNATIONS FOR ISSUER YES FOR FOR

SERIES T PREFERRED STOCK

PROPOSAL #5: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #6: ADOPT PROXY ACCESS RIGHT SHAREHOLDER YES AGAINST FOR

PROPOSAL #7: REPORT ON CLIMATE CHANGE FINANCING RISK SHAREHOLDER YES AGAINST FOR

PROPOSAL #8: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR

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ISSUER: Bank Of Montreal

TICKER: BMO CUSIP: 063671101

MEETING DATE: 4/1/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ROBERT M. ASTLEY ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR JANICE M. BABIAK ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR SOPHIE BROCHU ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR GEORGE A. COPE ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR WILLIAM A. DOWNE ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR CHRISTINE A. EDWARDS ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR RONALD H. FARMER ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR ERIC R. LA FLECHE ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR BRUCE H. MITCHELL ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR PHILIP S. ORSINO ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR MARTHA C. PIPER ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR J. ROBERT S. PRICHARD ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR DON M. WILSON III ISSUER YES FOR FOR

PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE ON EXECUTIVE COMPENSATION ISSUER YES FOR FOR

APPROACH

PROPOSAL #4: SP 1: PHASE OUT STOCK OPTIONS AS A FORM SHAREHOLDER YES AGAINST FOR

OF COMPENSATION

PROPOSAL #5: SP 2: PROVIDE RESPONSE ON SAY-ON-PAY SHAREHOLDER YES AGAINST FOR

VOTE RESULTS

PROPOSAL #6: SP 3: INCREASE DISCLOSURE OF PENSION SHAREHOLDER YES AGAINST FOR

PLANS

PROPOSAL #7: SP 4: AUDITOR ROTATION SHAREHOLDER YES AGAINST FOR

PROPOSAL #8: SP 5: DISCLOSE CONFORMATION TO THE SHAREHOLDER YES AGAINST FOR

OECD'S GUIDELINES

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ISSUER: Baxter International Inc.

TICKER: BAX CUSIP: 071813109

MEETING DATE: 5/6/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1a: ELECT DIRECTOR WAYNE T. HOCKMEYER ISSUER YES FOR FOR

PROPOSAL #1b: ELECT DIRECTOR ROBERT L. PARKINSON, JR. ISSUER YES FOR FOR

PROPOSAL #1c: ELECT DIRECTOR THOMAS T. STALLKAMP ISSUER YES FOR FOR

PROPOSAL #1d: ELECT DIRECTOR ALBERT P. L. STROUCKEN ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #5: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR

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ISSUER: BB&T Corporation

TICKER: BBT CUSIP: 054937107

MEETING DATE: 4/29/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR JENNIFER S. BANNER ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR K. DAVID BOYER, JR. ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR ANNA R. CABLIK ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RONALD E. DEAL ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JAMES A. FAULKNER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR I. PATRICIA HENRY ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR JOHN P. HOWE, III ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR ERICK C. KENDRICK ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR KELLY S. KING ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR LOUIS B. LYNN ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR EDWARD C. MILLIGAN ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR CHARLES A. PATTON ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR NIDO R. QUBEIN ISSUER YES FOR FOR

PROPOSAL #1.14: ELECT DIRECTOR TOLLIE W. RICH, JR. ISSUER YES FOR FOR

PROPOSAL #1.15: ELECT DIRECTOR THOMAS E. SKAINS ISSUER YES FOR FOR

PROPOSAL #1.16: ELECT DIRECTOR THOMAS N. THOMPSON ISSUER YES FOR FOR

PROPOSAL #1.17: ELECT DIRECTOR EDWIN H. WELCH ISSUER YES FOR FOR

PROPOSAL #1.18: ELECT DIRECTOR STEPHEN T. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADOPT MAJORITY VOTING FOR UNCONTESTED ISSUER YES FOR FOR

ELECTION OF DIRECTORS

PROPOSAL #5: REPORT ON POLITICAL CONTRIBUTIONS AND SHAREHOLDER YES AGAINST FOR

LOBBYING EXPENDITURES

PROPOSAL #6: CLAW-BACK OF PAYMENTS UNDER RESTATEMENTS SHAREHOLDER YES AGAINST FOR

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ISSUER: Beam Inc.

TICKER: BEAM CUSIP: 073730103

MEETING DATE: 3/25/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: APPROVE MERGER AGREEMENT ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE ON GOLDEN PARACHUTES ISSUER YES FOR FOR

PROPOSAL #3: ADJOURN MEETING ISSUER YES FOR FOR

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ISSUER: Becton, Dickinson and Company

TICKER: BDX CUSIP: 075887109

MEETING DATE: 1/28/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR BASIL L. ANDERSON ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR HENRY P. BECTON, JR. ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR CATHERINE M. BURZIK ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR EDWARD F. DEGRAAN ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR VINCENT A. FORLENZA ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR CLAIRE M. FRASER ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR CHRISTOPHER JONES ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR MARSHALL O. LARSEN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR GARY A. MECKLENBURG ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR JAMES F. ORR ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR WILLARD J. OVERLOCK, ISSUER YES FOR FOR

JR.

PROPOSAL #1.12: ELECT DIRECTOR REBECCA W. RIMEL ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR BERTRAM L. SCOTT ISSUER YES FOR FOR

PROPOSAL #1.14: ELECT DIRECTOR ALFRED SOMMER ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #5: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #6: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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ISSUER: Berkshire Hathaway Inc.

TICKER: BRK.B CUSIP: 084670108

MEETING DATE: 5/3/2014 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR WARREN E. BUFFETT ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR CHARLES T. MUNGER ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR HOWARD G. BUFFETT ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR STEPHEN B. BURKE ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR SUSAN L. DECKER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR WILLIAM H. GATES, III ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR DAVID S. GOTTESMAN ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR CHARLOTTE GUYMAN ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR DONALD R. KEOUGH ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR THOMAS S. MURPHY ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR RONALD L. OLSON ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT DIRECTOR WALTER SCOTT, JR. ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT DIRECTOR MERYL B. WITMER ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #4: ADOPT QUANTITATIVE GOALS FOR GHG AND SHAREHOLDER YES ABSTAIN AGAINST

OTHER AIR EMISSIONS

PROPOSAL #5: APPROVE ANNUAL DIVIDENDS SHAREHOLDER YES AGAINST FOR

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ISSUER: Berkshire Hathaway Inc.

TICKER: BRK.B CUSIP: 084670702