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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM N-PX

annual report of proxy voting record of
registered management investment company

Investment Company Act file number:	811- 0523

The Dreyfus Fund Incorporated

(Exact name of registrant as specified in charter)

c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166

(Address of principal executive offices) (Zip code)

John Pak, Esq. 200 Park Avenue New York, New York 10166
(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000

Date of fiscal year end: 12/31

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

======================== The Dreyfus Fund Incorporated =========================

AFFILIATED MANAGERS GROUP, INC.

Ticker: AMG Security ID: 008252108

Meeting Date: JUN 11, 2013 Meeting Type: Annual

Record Date: APR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Samuel T. Byrne For Against Management

1b Elect Director Dwight D. Churchill For For Management

1c Elect Director Sean M. Healey For For Management

1d Elect Director Harold J. Meyerman For Against Management

1e Elect Director William J. Nutt For For Management

1f Elect Director Tracy P. Palandjian For For Management

1g Elect Director Rita M. Rodriguez For For Management

1h Elect Director Patrick T. Ryan For Against Management

1i Elect Director Jide J. Zeitlin For Against Management

2 Approve Restricted Stock Plan For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

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AMAZON.COM, INC.

Ticker: AMZN Security ID: 023135106

Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Jeffrey P. Bezos For For Management

1b Elect Director Tom A. Alberg For For Management

1c Elect Director John Seely Brown For For Management

1d Elect Director William B. Gordon For Against Management

1e Elect Director Jamie S. Gorelick For For Management

1f Elect Director Alain Monie For For Management

1g Elect Director Jonathan J. Rubinstein For Against Management

1h Elect Director Thomas O. Ryder For For Management

1i Elect Director Patricia Q. Stonesifer For Against Management

2 Ratify Auditors For For Management

3 Report on Political Contributions Against Against Shareholder

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AMERICAN EXPRESS COMPANY

Ticker: AXP Security ID: 025816109

Meeting Date: APR 29, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Charlene Barshefsky For For Management

1.2 Elect Director Ursula M. Burns For For Management

1.3 Elect Director Kenneth I. Chenault For For Management

1.4 Elect Director Peter Chernin For For Management

1.5 Elect Director Anne Lauvergeon For For Management

1.6 Elect Director Theodore J. Leonsis For For Management

1.7 Elect Director Richard C. Levin For For Management

1.8 Elect Director Richard A. McGinn For For Management

1.9 Elect Director Samuel J. Palmisano For For Management

1.10 Elect Director Steven S Reinemund For For Management

1.11 Elect Director Daniel L. Vasella For For Management

1.12 Elect Director Robert D. Walter For For Management

1.13 Elect Director Ronald A. Williams For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Require Independent Board Chairman Against Against Shareholder

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AMERICAN INTERNATIONAL GROUP, INC.

Ticker: AIG Security ID: 026874784

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Robert H. Benmosche For For Management

1b Elect Director W. Don Cornwell For For Management

1c Elect Director John H. Fitzpatrick For For Management

1d Elect Director William G. Jurgensen For For Management

1e Elect Director Christopher S. Lynch For For Management

1f Elect Director Arthur C. Martinez For For Management

1g Elect Director George L. Miles, Jr. For For Management

1h Elect Director Henry S. Miller For For Management

1i Elect Director Robert S. Miller For For Management

1j Elect Director Suzanne Nora Johnson For For Management

1k Elect Director Ronald A. Rittenmeyer For For Management

1l Elect Director Douglas M. Steenland For For Management

1m Elect Director Theresa M. Stone For For Management

2 Amend Omnibus Stock Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Advisory Vote on Say on Pay Frequency One Year One Year Management

5 Ratify Auditors For For Management

6 Limit Total Number of Boards on Which Against Against Shareholder

Company Directors May Serve

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ANADARKO PETROLEUM CORPORATION

Ticker: APC Security ID: 032511107

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Kevin P. Chilton For For Management

1b Elect Director Luke R. Corbett For For Management

1c Elect Director H. Paulett Eberhart For For Management

1d Elect Director Peter J. Fluor For For Management

1e Elect Director Richard L. George For For Management

1f Elect Director Preston M. Geren, III For For Management

1g Elect Director Charles W. Goodyear For For Management

1h Elect Director John R. Gordon For For Management

1i Elect Director Eric D. Mullins For For Management

1j Elect Director Paula Rosput Reynolds For For Management

1k Elect Director R. A. Walker For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Political Contributions Against Against Shareholder

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APPLE INC.

Ticker: AAPL Security ID: 037833100

Meeting Date: FEB 27, 2013 Meeting Type: Annual

Record Date: JAN 02, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William Campbell For For Management

1.2 Elect Director Timothy Cook For For Management

1.3 Elect Director Millard Drexler For For Management

1.4 Elect Director Al Gore For For Management

1.5 Elect Director Robert Iger For For Management

1.6 Elect Director Andrea Jung For For Management

1.7 Elect Director Arthur Levinson For For Management

1.8 Elect Director Ronald Sugar For For Management

2 Amend Articles of Incorporation For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Stock Retention/Holding Period Against Against Shareholder

6 Establish Board Committee on Human Against Against Shareholder

Rights

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AVON PRODUCTS, INC.

Ticker: AVP Security ID: 054303102

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Douglas R. Conant For For Management

1.2 Elect Director W. Don Cornwell For For Management

1.3 Elect Director V. Ann Hailey For For Management

1.4 Elect Director Fred Hassan For Withhold Management

1.5 Elect Director Maria Elena Lagomasino For Withhold Management

1.6 Elect Director Sheri S. McCoy For For Management

1.7 Elect Director Ann S. Moore For Withhold Management

1.8 Elect Director Charles H. Noski For For Management

1.9 Elect Director Gary M. Rodkin For Withhold Management

1.10 Elect Director Paula Stern For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Approve Omnibus Stock Plan For For Management

4 Approve Executive Incentive Bonus Plan For For Management

5 Ratify Auditors For For Management

6 Report on Safer Substitutes for Against Against Shareholder

Product Ingredients

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BANK OF AMERICA CORPORATION

Ticker: BAC Security ID: 060505104

Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sharon L. Allen For For Management

1.2 Elect Director Susan S. Bies For For Management

1.3 Elect Director Jack O. Bovender, Jr. For For Management

1.4 Elect Director Frank P. Bramble, Sr. For For Management

1.5 Elect Director Arnold W. Donald For For Management

1.6 Elect Director Charles K. Gifford For For Management

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

1.8 Elect Director Linda P. Hudson For For Management

1.9 Elect Director Monica C. Lozano For For Management

1.10 Elect Director Thomas J. May For For Management

1.11 Elect Director Brian T. Moynihan For For Management

1.12 Elect Director Lionel L. Nowell, III For For Management

1.13 Elect Director R. David Yost For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Political Contributions Against Against Shareholder

5 Adopt Proxy Access Right Against Against Shareholder

6 Amend Bylaw to Limit Multiple Board Against Against Shareholder

Service

7 Report on Feasibility of Prohibiting Against Against Shareholder

Political Contributions

8 Review Fair Housing and Fair Lending Against Against Shareholder

Compliance

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BROADCOM CORPORATION

Ticker: BRCM Security ID: 111320107

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert J. Finocchio, Jr. For For Management

1.2 Elect Director Nancy H. Handel For For Management

1.3 Elect Director Eddy W. Hartenstein For Withhold Management

1.4 Elect Director Maria M. Klawe For For Management

1.5 Elect Director John E. Major For Withhold Management

1.6 Elect Director Scott A. McGregor For For Management

1.7 Elect Director William T. Morrow For Withhold Management

1.8 Elect Director Henry Samueli For For Management

1.9 Elect Director Robert E. Switz For For Management

2 Ratify Auditors For For Management

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CAPITAL ONE FINANCIAL CORPORATION

Ticker: COF Security ID: 14040H105

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Richard D. Fairbank For For Management

1b Elect Director W. Ronald Dietz For For Management

1c Elect Director Lewis Hay, III For For Management

1d Elect Director Benjamin P. Jenkins, III For For Management

1e Elect Director Peter E. Raskind For For Management

1f Elect Director Mayo A. Shattuck, III For For Management

1g Elect Director Bradford H. Warner For For Management

1h Elect Director Catherine G. West For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4a Reduce Supermajority Vote Requirement For For Management

4b Reduce Supermajority Vote Requirement For For Management

4c Reduce Supermajority Vote Requirement For For Management

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CARNIVAL CORPORATION

Ticker: CCL Security ID: 143658300

Meeting Date: APR 17, 2013 Meeting Type: Annual

Record Date: FEB 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Reelect Micky Arison As A Director Of For For Management

Carnival Corporation and As A Director

Of Carnival Plc.

2 Reelect Jonathon Band As A Director Of For For Management

Carnival Corporation and As A Director

Of Carnival Plc.

3 Reelect Arnold W. Donald As A Director For Against Management

Of Carnival Corporation and As A

Director Of Carnival Plc.

4 Reelect Pier Luigi Foschi As A For For Management

Director Of Carnival Corporation and

As A Director Of Carnival Plc.

5 Reelect Howard S. Frank As A Director For For Management

Of Carnival Corporation and As A

Director Of Carnival Plc.

6 Reelect Richard J. Glasier As A For Against Management

Director Of Carnival Corporation and

As A Director Of Carnival Plc.

7 Reelect Debra Kelly-Ennis As A For For Management

Director Of Carnival Corporation and

As A Director Of Carnival Plc.

8 Reelect John Parker As A Director Of For For Management

Carnival Corporation and As A Director

Of Carnival Plc.

9 Reelect Stuart Subotnick As A Director For For Management

Of Carnival Corporation and As A

Director Of Carnival Plc.

10 Reelect Laura Weil As A Director Of For Against Management

Carnival Corporation and As A Director

Of Carnival Plc.

11 Reelect Randall J. Weisenburger As A For For Management

Director Of Carnival Corporation and

As A Director Of Carnival Plc.

12 Reappoint The UK Firm Of For For Management

PricewaterhouseCoopers LLP As

Independent Auditors For Carnival Plc

And Ratify The U.S. Firm Of

PricewaterhouseCoopers LLP As The

Independent Auditor For Carnival

Corporation

13 Authorize The Audit Committee Of For For Management

Carnival Plc To Fix Remuneration Of

The Independent Auditors Of Carnival

Plc

14 Receive The UK Accounts And Reports Of For For Management

The Directors And Auditors Of Carnival

Plc For The Year Ended November 30,

2011

15 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

16 Approve Remuneration of Executive For For Management

Directors

17 Authorize Issue of Equity with For For Management

Pre-emptive Rights

18 Authorize Issue of Equity without For For Management

Pre-emptive Rights

19 Authorize Shares for Market Purchase For For Management

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CBRE GROUP, INC.

Ticker: CBG Security ID: 12504L109

Meeting Date: MAY 09, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard C. Blum For For Management

1.2 Elect Director Brandon B. Boze For For Management

1.3 Elect Director Curtis F. Feeny For For Management

1.4 Elect Director Bradford M. Freeman For Withhold Management

1.5 Elect Director Michael Kantor For For Management

1.6 Elect Director Frederic V. Malek For Withhold Management

1.7 Elect Director Jane J. Su For Withhold Management

1.8 Elect Director Robert E. Sulentic For For Management

1.9 Elect Director Laura D. Tyson For For Management

1.10 Elect Director Gary L. Wilson For For Management

1.11 Elect Director Ray Wirta For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100

Meeting Date: MAY 29, 2013 Meeting Type: Annual

Record Date: APR 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Linnet F. Deily For For Management

1b Elect Director Robert E. Denham For For Management

1c Elect Director Alice P. Gast For For Management

1d Elect Director Enrique Hernandez, Jr. For For Management

1e Elect Director George L. Kirkland For For Management

1f Elect Director Charles W. Moorman, IV For For Management

1g Elect Director Kevin W. Sharer For For Management

1h Elect Director John G. Stumpf For For Management

1i Elect Director Ronald D. Sugar For For Management

1j Elect Director Carl Ware For For Management

1k Elect Director John S. Watson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Report on Management of Hydraulic Against Against Shareholder

Fracturing Risks and Opportunities

6 Report on Offshore Oil Wells and Spill Against Against Shareholder

Mitigation Measures

7 Report on Financial Risks of Climate Against Against Shareholder

Change

8 Report on Lobbying Payments and Policy Against Against Shareholder

9 Prohibit Political Contributions Against Against Shareholder

10 Provide for Cumulative Voting Against Against Shareholder

11 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder

Special Meetings

12 Require Director Nominee with Against Against Shareholder

Environmental Expertise

13 Adopt Guidelines for Country Selection Against Against Shareholder

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CIGNA CORPORATION

Ticker: CI Security ID: 125509109

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David M. Cordani For For Management

1.2 Elect Director Isaiah Harris, Jr. For For Management

1.3 Elect Director Jane E. Henney For For Management

1.4 Elect Director Donna F. Zarcone For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Report on Lobbying Payments and Policy Against Against Shareholder

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CITRIX SYSTEMS, INC.

Ticker: CTXS Security ID: 177376100

Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Mark B. Templeton For Against Management

1b Elect Director Stephen M. Dow For Against Management

1c Elect Director Godfrey R. Sullivan For Against Management

2 Amend Omnibus Stock Plan For For Management

3 Declassify the Board of Directors For For Management

4 Ratify Auditors For For Management

5 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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COCA-COLA ENTERPRISES, INC.

Ticker: CCE Security ID: 19122T109

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jan Bennink For For Management

1.2 Elect Director John F. Brock For For Management

1.3 Elect Director Calvin Darden For For Management

1.4 Elect Director L. Phillip Humann For Withhold Management

1.5 Elect Director Orrin H. Ingram, II For Withhold Management

1.6 Elect Director Thomas H. Johnson For Withhold Management

1.7 Elect Director Suzanne B. Labarge For For Management

1.8 Elect Director Veronique Morali For Withhold Management

1.9 Elect Director Andrea L. Saia For For Management

1.10 Elect Director Garry Watts For For Management

1.11 Elect Director Curtis R. Welling For For Management

1.12 Elect Director Phoebe A. Wood For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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COVIDIEN PLC

Ticker: COV Security ID: G2554F113

Meeting Date: MAR 20, 2013 Meeting Type: Annual

Record Date: JAN 10, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Jose E. Almeida For For Management

1b Elect Director Joy A. Amundson For For Management

1c Elect Director Craig Arnold For For Management

1d Elect Director Robert H. Brust For For Management

1e Elect Director John M. Connors, Jr. For For Management

1f Elect Director Christopher J. Coughlin For For Management

1g Elect Director Randall J. Hogan, III For For Management

1h Elect Director Martin D. Madaus For For Management

1i Elect Director Dennis H. Reilley For For Management

1j Elect Director Joseph A. Zaccagnino For For Management

2 Approve Auditors and Authorize Board For For Management

to Fix Their Remuneration

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For Against Management

5 Authorize Open-Market Purchases of For For Management

Ordinary Shares

6 Authorize the Price Range at which the For For Management

Company can Reissue Shares that it

holds as Treasury Shares

7 Amend Articles of Association to For For Management

expand the authority to execute

instruments of transfer

8 Approve Creation of Distributable For For Management

Reserves

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DEAN FOODS COMPANY

Ticker: DF Security ID: 242370104

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Gregg L. Engles For For Management

1.2 Elect Director Tom C. Davis For For Management

1.3 Elect Director Jim L. Turner For For Management

1.4 Elect Director Robert T. Wiseman For For Management

2 Approve Reverse Stock Split For For Management

3 Amend Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Ratify Auditors For For Management

6 Pro-rata Vesting of Equity Plans Against For Shareholder

7 Stock Retention/Holding Period Against Against Shareholder

8 Adopt Policy to Require Suppliers to Against Against Shareholder

Eliminate Cattle Dehorning

9 Require Independent Board Chairman Against Against Shareholder

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

DELPHI AUTOMOTIVE PLC

Ticker: DLPH Security ID: G27823106

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 26, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Reelect Gary L. Cowger as a Director For For Management

1.2 Reelect Nicholas M. Donofrio as a For For Management

Director

1.3 Reelect Mark P. Frissora as a Director For For Management

1.4 Reelect Rajiv L. Gupta as a Director For For Management

1.5 Reelect John A. Krol as a Director For For Management

1.6 Reelect J. Randall MacDonald as a For For Management

Director

1.7 Reelect Sean O. Mahoney as a Director For For Management

1.8 Reelect Rodney O'Neal as a Director For For Management

1.9 Reelect Thomas W. Sidlik as a Director For For Management

1.10 Reelect Bernd Wiedemann as a Director For For Management

1.11 Reelect Lawrence A. Zimmerman as a For For Management

Director

2 Ratify Ernst & Young LLP as Auditors For For Management

and Authorize Board to Fix Their

Remuneration

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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DICK'S SPORTING GOODS, INC.

Ticker: DKS Security ID: 253393102

Meeting Date: JUN 05, 2013 Meeting Type: Annual

Record Date: APR 09, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Emanuel Chirico For For Management

1.2 Elect Director Allen R. Weiss For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

DOLLAR GENERAL CORPORATION

Ticker: DG Security ID: 256677105

Meeting Date: MAY 29, 2013 Meeting Type: Annual

Record Date: MAR 21, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Raj Agrawal For For Management

1.2 Elect Director Warren F. Bryant For For Management

1.3 Elect Director Michael M. Calbert For For Management

1.4 Elect Director Sandra B. Cochran For For Management

1.5 Elect Director Richard W. Dreiling For For Management

1.6 Elect Director Patricia D. Fili-Krushel For For Management

1.7 Elect Director Adrian Jones For For Management

1.8 Elect Director William C. Rhodes, III For For Management

1.9 Elect Director David B. Rickard For For Management

2 Adopt Majority Voting for the Election For For Management

of Directors

3 Ratify Auditors For For Management

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

EATON CORPORATION

Ticker: ETN Security ID: 278058102

Meeting Date: OCT 26, 2012 Meeting Type: Special

Record Date: SEP 13, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Approve Reduction of Capital of New For For Management

Eaton to Allow Creation of

Distributable Reserves of New Eaton

which are Required Under Irish Law to

Allow New Eaton to Make Distributions

and to Pay Dividends and Repurchase or

Redeem Shares

3 Advisory Vote on Golden Parachutes For Against Management

4 Adjourn Meeting For For Management

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

EATON CORPORATION PLC

Ticker: ETN Security ID: G29183103

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director George S. Barrett For For Management

1b Elect Director Todd M. Bluedorn For Against Management

1c Elect Director Christopher M. Connor For Against Management

1d Elect Director Michael J. Critelli For For Management

1e Elect Director Alexander M. Cutler For For Management

1f Elect Director Charles E. Golden For For Management

1g Elect Director Linda A. Hill For For Management

1h Elect Director Arthur E. Johnson For For Management

1i Elect Director Ned C. Lautenbach For Against Management

1j Elect Director Deborah L. McCoy For Against Management

1k Elect Director Gregory R. Page For For Management

1l Elect Director Gerald B. Smith For For Management

2 Ratify Auditors For For Management

3 Approve Executive Incentive Bonus Plan For For Management

4 Approve Executive Incentive Bonus Plan For For Management

5 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

6 Approval of Overseas Market Purchases For For Management

of the Company Shares

7 Approve the Price Range for the For For Management

Reissuance of Shares

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ELI LILLY AND COMPANY

Ticker: LLY Security ID: 532457108

Meeting Date: MAY 06, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Ralph Alvarez For For Management

2 Elect Director Winfried Bischoff For For Management

3 Elect Director R. David Hoover For For Management

4 Elect Director Franklyn G. Prendergast For For Management

5 Elect Director Kathi P. Seifert For For Management

6 Ratify Auditors For For Management

7 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

8 Amend Omnibus Stock Plan For For Management

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

EMC CORPORATION

Ticker: EMC Security ID: 268648102

Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Michael W. Brown For For Management

1b Elect Director Randolph L. Cowen For For Management

1c Elect Director Gail Deegan For For Management

1d Elect Director James S. DiStasio For For Management

1e Elect Director John R. Egan For For Management

1f Elect Director Edmund F. Kelly For For Management

1g Elect Director Judith A. Miscik For For Management

1h Elect Director Windle B. Priem For For Management

1i Elect Director Paul Sagan For For Management

1j Elect Director David N. Strohm For For Management

1k Elect Director Joseph M. Tucci For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Amend Qualified Employee Stock For For Management

Purchase Plan

6 Provide Right to Act by Written Consent For For Management

7 Require Consistency with Corporate Against Against Shareholder

Values and Report on Political

Contributions

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

ENSCO PLC

Ticker: ESV Security ID: G3157S106

Meeting Date: MAY 20, 2013 Meeting Type: Annual

Record Date: MAR 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Re-elect Francis S. Kalman as Director For For Management

2 Re-elect Roxanne J. Decyk as Director For For Management

3 Re-elect Mary Francis CBE as Director For For Management

4 Reappoint KPMG LLP as Auditors of the For For Management

Company

5 Reappoint KPMG Audit Plc as Auditors For For Management

of the Company

6 Authorize Board to Fix Remuneration of For For Management

Auditors

7 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

8 Advisory Vote to Approve Directors' For For Management

Remuneration Report

9 Accept Auditors' and Directors' For For Management

Reports and Statutory Reports

10 Amend Articles of Association For For Management

Declassifying the Board and Conversion

of American Depositary Shares to Class

A ordinary Shares

11 Authorize Share Repurchase Program For For Management

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EOG RESOURCES, INC.

Ticker: EOG Security ID: 26875P101

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Charles R. Crisp For Against Management

1b Elect Director James C. Day For Against Management

1c Elect Director Mark G. Papa For For Management

1d Elect Director H. Leighton Steward For Against Management

1e Elect Director Donald F. Textor For Against Management

1f Elect Director William R. Thomas For For Management

1g Elect Director Frank G. Wisner For Against Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

F5 NETWORKS, INC.

Ticker: FFIV Security ID: 315616102

Meeting Date: MAR 13, 2013 Meeting Type: Annual

Record Date: JAN 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Michael Dreyer For For Management

1b Elect Director Sandra Bergeron For For Management

1c Elect Director Deborah L. Bevier For Withhold Management

1d Elect Director Alan J. Higginson For Withhold Management

1e Elect Director John McAdam For For Management

1f Elect Director Stephen Smith For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Declassify the Board of Directors For For Management

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

FACEBOOK, INC.

Ticker: FB Security ID: 30303M102

Meeting Date: JUN 11, 2013 Meeting Type: Annual

Record Date: APR 16, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Marc L. Andreessen For For Management

1.2 Elect Director Erskine B. Bowles For For Management

1.3 Elect Director Susan D. For For Management

Desmond-Hellmann

1.4 Elect Director Donald E. Graham For Withhold Management

1.5 Elect Director Reed Hastings For For Management

1.6 Elect Director Sheryl K. Sandberg For For Management

1.7 Elect Director Peter A. Thiel For Withhold Management

1.8 Elect Director Mark Zuckerberg For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Advisory Vote on Say on Pay Frequency Three One Year Management

Years

4 Ratify Auditors For For Management

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

FEDEX CORPORATION

Ticker: FDX Security ID: 31428X106

Meeting Date: SEP 24, 2012 Meeting Type: Annual

Record Date: JUL 30, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James L. Barksdale For For Management

1.2 Elect Director John A. Edwardson For For Management

1.3 Elect Director Shirley Ann Jackson For Against Management

1.4 Elect Director Steven R. Loranger For Against Management

1.5 Elect Director Gary W. Loveman For For Management

1.6 Elect Director R. Brad Martin For For Management

1.7 Elect Director Joshua Cooper Ramo For For Management

1.8 Elect Director Susan C. Schwab For Against Management

1.9 Elect Director Frederick W. Smith For For Management

1.10 Elect Director Joshua I. Smith For For Management

1.11 Elect Director David P. Steiner For For Management

1.12 Elect Director Paul S. Walsh For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Require Independent Board Chairman Against For Shareholder

5 Report on Political Contributions Against Against Shareholder

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

FLUOR CORPORATION

Ticker: FLR Security ID: 343412102

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1A Elect Director Peter K. Barker For For Management

1B Elect Director Alan M. Bennett For For Management

1C Elect Director Rosemary T. Berkery For For Management

1D Elect Director James T. Hackett For For Management

1E Elect Director Kent Kresa For For Management

1F Elect Director Dean R. O'Hare For For Management

1G Elect Director Armando J. Olivera For For Management

1H Elect Director David T. Seaton For For Management

1I Elect Director Nader H. Sultan For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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

GENERAL ELECTRIC COMPANY

Ticker: GE Security ID: 369604103

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director W. Geoffrey Beattie For For Management

2 Elect Director John J. Brennan For For Management

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

4 Elect Director Francisco D'Souza For For Management

5 Elect Director Marijn E. Dekkers For For Management

6 Elect Director Ann M. Fudge For For Management

7 Elect Director Susan Hockfield For For Management

8 Elect Director Jeffrey R. Immelt For For Management

9 Elect Director Andrea Jung For For Management

10 Elect Director Robert W. Lane For For Management

11 Elect Director Ralph S. Larsen For For Management

12 Elect Director Rochelle B. Lazarus For For Management

13 Elect Director James J. Mulva For For Management

14 Elect Director Mary L. Schapiro For For Management

15 Elect Director Robert J. Swieringa For For Management

16 Elect Director James S. Tisch For For Management

17 Elect Director Douglas A. Warner, III For For Management

18 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

19 Ratify Auditors For For Management

20 Cessation of All Stock Options and Against Against Shareholder

Bonuses

21 Establish Term Limits for Directors Against Against Shareholder

22 Require Independent Board Chairman Against Against Shareholder

23 Provide Right to Act by Written Consent Against Against Shareholder

24 Stock Retention/Holding Period Against For Shareholder

25 Require More Director Nominations Than Against Against Shareholder

Open Seats

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

GILEAD SCIENCES, INC.

Ticker: GILD Security ID: 375558103

Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John F. Cogan For For Management

1.2 Elect Director Etienne F. Davignon For For Management

1.3 Elect Director Carla A. Hills For For Management

1.4 Elect Director Kevin E. Lofton For For Management

1.5 Elect Director John W. Madigan For For Management

1.6 Elect Director John C. Martin For For Management

1.7 Elect Director Nicholas G. Moore For For Management

1.8 Elect Director Richard J. Whitley For For Management

1.9 Elect Director Gayle E. Wilson For For Management

1.10 Elect Director Per Wold-Olsen For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For For Management

4 Increase Authorized Common Stock For Against Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

6 Require Independent Board Chairman Against Against Shareholder

7 Provide Right to Act by Written Consent Against For Shareholder

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

GOOGLE INC.

Ticker: GOOG Security ID: 38259P508

Meeting Date: JUN 06, 2013 Meeting Type: Annual

Record Date: APR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Larry Page For For Management

1.2 Elect Director Sergey Brin For For Management

1.3 Elect Director Eric E. Schmidt For For Management

1.4 Elect Director L. John Doerr For Withhold Management

1.5 Elect Director Diane B. Greene For For Management

1.6 Elect Director John L. Hennessy For For Management

1.7 Elect Director Ann Mather For Withhold Management

1.8 Elect Director Paul S. Otellini For Withhold Management

1.9 Elect Director K. Ram Shriram For For Management

1.10 Elect Director Shirley M. Tilghman For For Management

2 Ratify Auditors For For Management

3 Report on Reducing Lead Battery Health Against Against Shareholder

Hazards

4 Approve Recapitalization Plan for all Against For Shareholder

Stock to Have One-vote per Share

5 Stock Retention/Holding Period Against For Shareholder

6 Adopt Policy on Succession Planning Against Against Shareholder

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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker: IBM Security ID: 459200101

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alain J.P. Belda For Against Management

1.2 Elect Director William R. Brody For For Management

1.3 Elect Director Kenneth I. Chenault For For Management

1.4 Elect Director Michael L. Eskew For For Management

1.5 Elect Director David N. Farr For For Management

1.6 Elect Director Shirley Ann Jackson For For Management

1.7 Elect Director Andrew N. Liveris For Against Management

1.8 Elect Director W. James McNerney, Jr. For For Management

1.9 Elect Director James W. Owens For For Management

1.10 Elect Director Virginia M. Rometty For For Management

1.11 Elect Director Joan E. Spero For For Management

1.12 Elect Director Sidney Taurel For For Management

1.13 Elect Director Lorenzo H. Zambrano For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

6 Require Independent Board Chairman Against For Shareholder

7 Stock Retention/Holding Period Against For Shareholder

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

J.B. HUNT TRANSPORT SERVICES, INC.

Ticker: JBHT Security ID: 445658107

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 14, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Douglas G. Duncan For For Management

2 Elect Director Francesca M. Edwardson For For Management

3 Elect Director Wayne Garrison For For Management

4 Elect Director Sharilyn S. Gasaway For For Management

5 Elect Director Gary C. George For For Management

6 Elect Director Bryan Hunt For For Management

7 Elect Director Coleman H. Peterson For For Management

8 Elect Director John N. Roberts III For For Management

9 Elect Director James L. Robo For For Management

10 Elect Director Kirk Thompson For For Management

11 Elect Director John A. White For For Management

12 Ratify Auditors For For Management

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

JOHNSON & JOHNSON

Ticker: JNJ Security ID: 478160104

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 26, 2013

# 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 Ian E.L. Davis For For Management

1.4 Elect Director Alex Gorsky For For Management

1.5 Elect Director Michael M.E. Johns For Against Management

1.6 Elect Director Susan L. Lindquist For For Management

1.7 Elect Director Anne M. Mulcahy For For Management

1.8 Elect Director Leo F. Mullin For For Management

1.9 Elect Director William D. Perez For Against Management

1.10 Elect Director Charles Prince For Against Management

1.11 Elect Director A. Eugene Washington For For Management

1.12 Elect Director Ronald A. Williams For Against Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Stock Retention/Holding Period Against Against Shareholder

5 Screen Political Contributions for Against Against Shareholder

Consistency with Corporate Values

6 Require Independent Board Chairman Against Against Shareholder

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

JPMORGAN CHASE & CO.

Ticker: JPM Security ID: 46625H100

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director James A. Bell For For Management

1b Elect Director Crandall C.Bowles For For Management

1c Elect Director Stephen B. Burke For For Management

1d Elect Director David M. Cote For For Management

1e Elect Director James S. Crown For For Management

1f Elect Director James Dimon For For Management

1g Elect Director Timothy P. Flynn For For Management

1h Elect Director Ellen V. Futter For Against Management

1i Elect Director Laban P. Jackson, Jr. For For Management

1j Elect Director Lee R. Raymond For For Management

1k Elect Director William C. Weldon For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Act by Written Consent For For Management

5 Amend Executive Incentive Bonus Plan For For Management

6 Require Independent Board Chairman Against Against Shareholder

7 Stock Retention/Holding Period Against For Shareholder

8 Institute Procedures to Prevent Against Against Shareholder

Investments in Companies that

Contribute to Genocide or Crimes

Against Humanity

9 Report on Lobbying Payments and Policy Against Against Shareholder

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

KRAFT FOODS GROUP, INC.

Ticker: KRFT Security ID: 50076Q106

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Abelardo E. Bru For For Management

1b Elect Director Jeanne P. Jackson For For Management

1c Elect Director E. Follin Smith For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Advisory Vote on Say on Pay Frequency One Year One Year Management

4 Amend Omnibus Stock Plan For For Management

5 Ratify Auditors For For Management

6 Label Products with GMO Ingredients Against Against Shareholder

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

L BRANDS, INC.

Ticker: LTD Security ID: 501797104

Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date: APR 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Dennis S. Hersch For For Management

1.2 Elect Director David T. Kollat For For Management

1.3 Elect Director William R. Loomis, Jr. For For Management

1.4 Elect Director Leslie H. Wexner For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Declassify the Board of Directors For For Management

5 Pro-rata Vesting of Equity Plans Against For Shareholder

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

LAS VEGAS SANDS CORP.

Ticker: LVS Security ID: 517834107

Meeting Date: JUN 05, 2013 Meeting Type: Annual

Record Date: APR 12, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sheldon G. Adelson For For Management

1.2 Elect Director Irwin Chafetz For For Management

1.3 Elect Director Victor Chaltiel For For Management

1.4 Elect Director Charles A. Koppelman For Withhold Management

2 Amend Omnibus Stock Plan For For Management

3 Amend Executive Incentive Bonus Plan For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

LYONDELLBASELL INDUSTRIES NV

Ticker: LYB Security ID: N53745100

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: APR 24, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jacques Aigrain For Withhold Management

1.2 Elect Director Scott M. Kleinman For For Management

1.3 Elect Director Bruce A. Smith For For Management

2 Adopt Financial Statements and For For Management

Statutory Reports

3 Approve Discharge of Management Board For For Management

4 Approve Discharge of Supervisory Board For For Management

5 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

6 Ratify PricewaterhouseCoopers as For For Management

Auditors

7 Approve Remuneration of Supervisory For For Management

Board

8 Approve Dividends of USD 4.20 Per Share For For Management

9 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

10 Authorize Repurchase of Up to 10 For For Management

Percent of Issued Share Capital

11 Approve Cancellation of up to 10 For For Management

Percent of Issued Share Capital in

Treasury Account

12 Amend Articles of Association For For Management

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

MASTERCARD INCORPORATED

Ticker: MA Security ID: 57636Q104

Meeting Date: JUN 18, 2013 Meeting Type: Annual

Record Date: APR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Richard Haythornthwaite For For Management

1b Elect Director Ajay Banga For For Management

1c Elect Director Silvio Barzi For For Management

1d Elect Director David R. Carlucci For For Management

1e Elect Director Steven J. Freiberg For For Management

1f Elect Director Nancy J. Karch For For Management

1g Elect Director Marc Olivie For For Management

1h Elect Director Rima Qureshi For For Management

1i Elect Director Jose Octavio Reyes For For Management

Lagunes

1j Elect Director Mark Schwartz For For Management

1k Elect Director Jackson P. Tai For For Management

1l Elect Director Edward Suning Tian For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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

MCKESSON CORPORATION

Ticker: MCK Security ID: 58155Q103

Meeting Date: JUL 25, 2012 Meeting Type: Annual

Record Date: MAY 31, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Andy D. Bryant For For Management

2 Elect Director Wayne A. Budd For For Management

3 Elect Director John H. Hammergren For For Management

4 Elect Director Alton F. Irby, III For Against Management

5 Elect Director M. Christine Jacobs For Against Management

6 Elect Director Marie L. Knowles For For Management

7 Elect Director David M. Lawrence For Against Management

8 Elect Director Edward A. Mueller For Against Management

9 Elect Director Jane E. Shaw For For Management

10 Ratify Auditors For For Management

11 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

12 Provide Right to Act by Written Consent Against For Shareholder

13 Require Independent Board Chairman Against For Shareholder

14 Stock Retention Against Against Shareholder

15 Pro-rata Vesting of Equity Awards Against Against Shareholder

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

MICHAEL KORS HOLDINGS LTD.

Ticker: KORS Security ID: G60754101

Meeting Date: AUG 08, 2012 Meeting Type: Annual

Record Date: JUN 15, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect M. William Benedetto as Director For For Management

2b Elect Stephen F. Reitman as a Director For For Management

2 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

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

MONDELEZ INTERNATIONAL, INC.

Ticker: MDLZ Security ID: 609207105

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Stephen F. Bollenbach For For Management

1b Elect Director Lewis W.K. Booth For For Management

1c Elect Director Lois D. Juliber For For Management

1d Elect Director Mark D. Ketchum For For Management

1e Elect Director Jorge S. Mesquita For For Management

1f Elect Director Fredric G. Reynolds For For Management

1g Elect Director Irene B. Rosenfeld For For Management

1h Elect Director Patrick T. Siewert For For Management

1i Elect Director Ruth J. Simmons For For Management

1j Elect Director Ratan N. Tata For For Management

1k Elect Director Jean-Francois M. L. van For For Management

Boxmeer

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Adopting Extended Producer Against Against Shareholder

Responsibility Policy

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

MONSANTO COMPANY

Ticker: MON Security ID: 61166W101

Meeting Date: JAN 31, 2013 Meeting Type: Annual

Record Date: DEC 03, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director David L. Chicoine For For Management

1b Elect Director Arthur H. Harper For For Management

1c Elect Director Gwendolyn S. King For For Management

1d Elect Director Jon R. Moeller For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Declassify the Board of Directors For For Management

5 Report on Risk of Genetically Against Against Shareholder

Engineered Products

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

MOODY'S CORPORATION

Ticker: MCO Security ID: 615369105

Meeting Date: APR 16, 2013 Meeting Type: Annual

Record Date: FEB 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Basil L. Anderson For For Management

1.2 Elect Director Darrell Duffie For For Management

1.3 Elect Director Raymond W. McDaniel, Jr. For For Management

2 Amend Omnibus Stock Plan For For Management

3 Amend Non-Employee Director Omnibus For For Management

Stock Plan

4 Declassify the Board of Directors For For Management

5 Ratify Auditors For For Management

6 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

NATIONAL OILWELL VARCO, INC.

Ticker: NOV Security ID: 637071101

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1A Elect Director Merrill A. Miller, Jr. For For Management

1B Elect Director Greg L. Armstrong For For Management

1C Elect Director Ben A. Guill For For Management

1D Elect Director David D. Harrison For For Management

1E Elect Director Roger L. Jarvis For For Management

1F Elect Director Eric L. Mattson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Approve Executive Incentive Bonus Plan For For Management

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

NEWELL RUBBERMAID INC.

Ticker: NWL Security ID: 651229106

Meeting Date: MAY 07, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Scott S. Cowen For For Management

1b Elect Director Cynthia A. Montgomery For For Management

1c Elect Director Jose Ignacio For For Management

Perez-lizaur

1d Elect Director Michael B. Polk For For Management

1e Elect Director Michael A. Todman For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

NEWS CORPORATION

Ticker: NWS Security ID: 65248E104

Meeting Date: JUN 11, 2013 Meeting Type: Special

Record Date: APR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Amend Certificate of Incorporation For For Management

Clarifying the Ability to Make

Distributions in Comparable Securities

in Connection with Separation

Transactions

2 Amend Certificate of Incorporation For For Management

Allowing for Certain Distributions on

Subsidiary-owned Shares and the

Creation of Additional

Subsidiary-owned Shares

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

NORDSTROM, INC.

Ticker: JWN Security ID: 655664100

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Phyllis J. Campbell For For Management

1b Elect Director Michelle M. Ebanks For For Management

1c Elect Director Enrique Hernandez, Jr. For Against Management

1d Elect Director Robert G. Miller For For Management

1e Elect Director Blake W. Nordstrom For For Management

1f Elect Director Erik B. Nordstrom For For Management

1g Elect Director Peter E. Nordstrom For For Management

1h Elect Director Philip G. Satre For Against Management

1i Elect Director B. Kevin Turner For Against Management

1j Elect Director Robert D. Walter For Against Management

1k Elect Director Alison A. Winter For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

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

OCCIDENTAL PETROLEUM CORPORATION

Ticker: OXY Security ID: 674599105

Meeting Date: MAY 03, 2013 Meeting Type: Annual

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Spencer Abraham For Against Management

1.2 Elect Director Howard I. Atkins For Against Management

1.3 Elect Director Stephen I. Chazen For For Management

1.4 Elect Director Edward P. Djerejian For Against Management

1.5 Elect Director John E. Feick For Against Management

1.6 Elect Director Margaret M. Foran For Against Management

1.7 Elect Director Carlos M. Gutierrez For Against Management

1.8 Elect Director Ray R. Irani For Against Management

1.9 Elect Director Avedick B. Poladian For Against Management

1.10 Elect Director Aziz D. Syriani For Against Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Provide Right to Act by Written Consent Against For Shareholder

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

ORACLE CORPORATION

Ticker: ORCL Security ID: 68389X105

Meeting Date: NOV 07, 2012 Meeting Type: Annual

Record Date: SEP 10, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jeffrey S. Berg For For Management

1.2 Elect Director H. Raymond Bingham For Withhold Management

1.3 Elect Director Michael J. Boskin For For Management

1.4 Elect Director Safra A. Catz For For Management

1.5 Elect Director Bruce R. Chizen For Withhold Management

1.6 Elect Director George H. Conrades For Withhold Management

1.7 Elect Director Lawrence J. Ellison For For Management

1.8 Elect Director Hector Garcia-Molina For For Management

1.9 Elect Director Jeffrey O. Henley For For Management

1.10 Elect Director Mark V. Hurd For For Management

1.11 Elect Director Donald L. Lucas For For Management

1.12 Elect Director Naomi O. Seligman For Withhold Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Amend Non-Employee Director Stock For For Management

Option Plan

4 Ratify Auditors For For Management

5 Adopt Multiple Performance Metrics Against For Shareholder

Under Executive Incentive Plans

6 Require Independent Board Chairman Against For Shareholder

7 Adopt Retention Ratio for Against Against Shareholder

Executives/Directors

8 Pro-rata Vesting of Equity Awards Against Against Shareholder

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

PEPSICO, INC.

Ticker: PEP Security ID: 713448108

Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date: MAR 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Shona L. Brown For For Management

1.2 Elect Director George W. Buckley For For Management

1.3 Elect Director Ian M. Cook For For Management

1.4 Elect Director Dina Dublon For For Management

1.5 Elect Director Victor J. Dzau For For Management

1.6 Elect Director Ray L. Hunt For For Management

1.7 Elect Director Alberto Ibarguen For For Management

1.8 Elect Director Indra K. Nooyi For For Management

1.9 Elect Director Sharon Percy Rockefeller For For Management

1.10 Elect Director James J. Schiro For For Management

1.11 Elect Director Lloyd G. Trotter For For Management

1.12 Elect Director Daniel Vasella For For Management

1.13 Elect Director Alberto Weisser For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

PFIZER INC.

Ticker: PFE Security ID: 717081103

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Dennis A. Ausiello For For Management

1.2 Elect Director M. Anthony Burns For For Management

1.3 Elect Director W. Don Cornwell For For Management

1.4 Elect Director Frances D. Fergusson For For Management

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

1.6 Elect Director Helen H. Hobbs For For Management

1.7 Elect Director Constance J. Horner For For Management

1.8 Elect Director James M. Kilts For For Management

1.9 Elect Director George A. Lorch For For Management

1.10 Elect Director Suzanne Nora Johnson For For Management

1.11 Elect Director Ian C. Read For For Management

1.12 Elect Director Stephen W. Sanger For For Management

1.13 Elect Director Marc Tessier-Lavigne For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Stock Retention/Holding Period Against Against Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

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

PHILIP MORRIS INTERNATIONAL INC.

Ticker: PM Security ID: 718172109

Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Harold Brown For For Management

1.2 Elect Director Mathis Cabiallavetta For For Management

1.3 Elect Director Andre Calantzopoulos For For Management

1.4 Elect Director Louis C. Camilleri For For Management

1.5 Elect Director J. Dudley Fishburn For For Management

1.6 Elect Director Jennifer Li For For Management

1.7 Elect Director Graham Mackay For For Management

1.8 Elect Director Sergio Marchionne For For Management

1.9 Elect Director Kalpana Morparia For For Management

1.10 Elect DirectorLucio A. Noto For For Management

1.11 Elect Director Robert B. Polet For For Management

1.12 Elect Director Carlos Slim Helu For For Management

1.13 Elect Director Stephen M. Wolf For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

PVH CORP.

Ticker: PVH Security ID: 693656100

Meeting Date: JUN 20, 2013 Meeting Type: Annual

Record Date: APR 23, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary Baglivo For For Management

1.2 Elect Director Emanuel Chirico For For Management

1.3 Elect Director Juan R. Figuereo For For Management

1.4 Elect Director Joseph B. Fuller For For Management

1.5 Elect Director Fred Gehring For For Management

1.6 Elect Director Margaret L. Jenkins For For Management

1.7 Elect Director Bruce Maggin For For Management

1.8 Elect Director V. James Marino For For Management

1.9 Elect Director Helen McCluskey For For Management

1.10 Elect Director Henry Nasella For For Management

1.11 Elect Director Rita M. Rodriguez For For Management

1.12 Elect Director Craig Rydin For For Management

2 Approve Executive Incentive Bonus Plan For For Management

3 Approve Executive Incentive Bonus Plan For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Ratify Auditors For For Management

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

QUALCOMM INCORPORATED

Ticker: QCOM Security ID: 747525103

Meeting Date: MAR 05, 2013 Meeting Type: Annual

Record Date: JAN 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Barbara T. Alexander For Against Management

1b Elect Director Donald G. Cruickshank For Against Management

1c Elect Director Raymond V. Dittamore For Against Management

1d Elect Director Susan Hockfield For For Management

1e Elect Director Thomas W. Horton For Against Management

1f Elect Director Paul E. Jacobs For Against Management

1g Elect Director Sherry Lansing For Against Management

1h Elect Director Duane A. Nelles For Against Management

1i Elect Director Francisco Ros For Against Management

1j Elect Director Brent Scowcroft For Against Management

1k Elect Director Marc I. Stern For Against Management

2 Amend Omnibus Stock Plan For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

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

RED HAT, INC.

Ticker: RHT Security ID: 756577102

Meeting Date: AUG 09, 2012 Meeting Type: Annual

Record Date: JUN 15, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Marye Anne Fox For For Management

2 Elect Director Donald H. Livingstone For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Amend Omnibus Stock Plan For For Management

6 Declassify the Board of Directors Against For Shareholder

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

ROBERT HALF INTERNATIONAL INC.

Ticker: RHI Security ID: 770323103

Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date: APR 05, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Andrew S. Berwick, Jr. For For Management

1.2 Elect Director Harold M. Messmer, Jr. For For Management

1.3 Elect Director Barbara J. Novogradac For For Management

1.4 Elect Director Robert J. Pace For For Management

1.5 Elect Director Frederick A. Richman For For Management

1.6 Elect Director M. Keith Waddell For Withhold Management

2 Ratify Auditors For For Management

3 Amend Executive Incentive Bonus Plan For For Management

4 Amend Omnibus Stock Plan For For Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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

SALESFORCE.COM, INC.

Ticker: CRM Security ID: 79466L302

Meeting Date: MAR 20, 2013 Meeting Type: Special

Record Date: FEB 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Increase Authorized Common Stock For For Management

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

SALESFORCE.COM, INC.

Ticker: CRM Security ID: 79466L302

Meeting Date: JUN 06, 2013 Meeting Type: Annual

Record Date: MAY 06, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Stratton Sclavos For For Management

1.2 Elect Director Lawrence Tomlinson For For Management

1.3 Elect Director Shirley Young For For Management

2 Declassify the Board of Directors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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SANOFI

Ticker: SAN Security ID: 80105N105

Meeting Date: MAY 03, 2013 Meeting Type: Annual/Special

Record Date: MAR 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Financial Statements and For For Management

Statutory Reports

2 Approve Consolidated Financial For For Management

Statements and Statutory Reports

3 Approve Allocation of Income and For For Management

Dividends of EUR 2.77 per Share

4 Elect Fabienne Lecorvaisier as Director For For Management

5 Authorize Repurchase of Up to 10 For For Management

Percent of Issued Share Capital

6 Authorize Issuance of Equity or For For Management

Equity-Linked Securities with

Preemptive Rights up to Aggregate

Nominal Amount of EUR 1.3 Billion

7 Authorize Issuance of Equity or For For Management

Equity-Linked Securities without

Preemptive Rights up to Aggregate

Nominal Amount of EUR 520 Million

8 Authorize Capital Increase of up to 10 For For Management

Percent of Issued Capital for Future

Acquisitions

9 Authorize Board to Increase Capital in For For Management

the Event of Additional Demand Related

to Delegation Submitted to Shareholder

Vote Above

10 Authorize Capitalization of Reserves For For Management

of Up to EUR 500 Million for Bonus

Issue or Increase in Par Value

11 Approve Employee Stock Purchase Plan For For Management

12 Authorize up to 0.2 Percent of Issued For For Management

Capital for Use in Grants of

Restricted Shares in Substitution for

Discount under Capital Increases for

Employee Stock Purchase Plans

13 Authorize up to 0.7 Percent of Issued For For Management

Capital for Use in Stock Option Plan

14 Authorize Decrease in Share Capital For For Management

via Cancellation of Repurchased Shares

15 Authorize Filing of Required For For Management

Documents/Other Formalities

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SCHLUMBERGER LIMITED

Ticker: SLB Security ID: 806857108

Meeting Date: APR 10, 2013 Meeting Type: Annual

Record Date: FEB 20, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Peter L.S. Currie For For Management

1b Elect Director Tony Isaac For Against Management

1c Elect Director K. Vaman Kamath For For Management

1d Elect Director Paal Kibsgaard For For Management

1e Elect Director Nikolay Kudryavtsev For For Management

1f Elect Director Adrian Lajous For Against Management

1g Elect Director Michael E. Marks For Against Management

1h Elect Director Lubna S. Olayan For Against Management

1i Elect Director L. Rafael Reif For For Management

1j Elect Director Tore I. Sandvold For For Management

1k Elect Director Henri Seydoux For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Adopt and Approve Financials and For For Management

Dividends

4 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

5 Approve Omnibus Stock Plan For For Management

6 Amend Employee Stock Purchase Plan For For Management

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T. ROWE PRICE GROUP, INC.

Ticker: TROW Security ID: 74144T108

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: FEB 21, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Edward C. Bernard For For Management

1b Elect Director James T. Brady For For Management

1c Elect Director Mary K. Bush For For Management

1d Elect Director Donald B. Hebb, Jr. For For Management

1e Elect Director Freeman A. Hrabowski, For For Management

III

1f Elect Director James A.C. Kennedy For For Management

1g Elect Director Robert F. MacLellan For For Management

1h Elect Director Brian C. Rogers For For Management

1i Elect Director Alfred Sommer For For Management

1j Elect Director Dwight S. Taylor For For Management

1k Elect Director Anne Marie Whittemore For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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TEXAS INSTRUMENTS INCORPORATED

Ticker: TXN Security ID: 882508104

Meeting Date: APR 18, 2013 Meeting Type: Annual

Record Date: FEB 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Ralph W. Babb, JR. For For Management

1b Elect Director Mark A. Blinn For For Management

1c Elect Director Daniel A. Carp For For Management

1d Elect Director Carrie S. Cox For Against Management

1e Elect Director Pamela H. Patsley For For Management

1f Elect Director Robert E. Sanchez For For Management

1g Elect Director Wayne R. Sanders For Against Management

1h Elect Director Ruth J. Simmons For Against Management

1i Elect Director Richard K. Templeton For For Management

1j Elect Director Christine Todd Whitman For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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THE ADT CORPORATION

Ticker: ADT Security ID: 00101J106

Meeting Date: MAR 14, 2013 Meeting Type: Annual

Record Date: JAN 16, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Thomas Colligan For For Management

1.2 Elect Director Timothy Donahue For Withhold Management

1.3 Elect Director Robert Dutkowsky For Withhold Management

1.4 Elect Director Bruce Gordon For For Management

1.5 Elect Director Naren Gursahaney For For Management

1.6 Elect Director Bridgette Heller For For Management

1.7 Elect Director Kathleen Hyle For For Management

1.8 Elect Director Keith Meister For For Management

1.9 Elect Director Dinesh Paliwal For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Advisory Vote on Say on Pay Frequency One Year One Year Management

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THE CHUBB CORPORATION

Ticker: CB Security ID: 171232101

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Election Of Director Zoe Baird Budinger For For Management

1b Election Of Director Sheila P. Burke For For Management

1c Election Of Director James I. Cash, Jr. For For Management

1d Election Of Director John D. Finnegan For For Management

1e Election Of Director Lawrence W. For For Management

Kellner

1f Election Of Director Martin G. Mcguinn For For Management

1g Election Of Director Lawrence M. Small For For Management

1h Election Of Director Jess Soderberg For For Management

1i Election Of Director Daniel E. Somers For For Management

1j Election Of Director William C. Weldon For For Management

1k Election Of Director James M. Zimmerman For For Management

1l Election Of Director Alfred W. Zollar For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Require Consistency with Corporate Against Against Shareholder

Values and Report on Political

Contributions

5 Report on Sustainability Against Against Shareholder

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THE COCA-COLA COMPANY

Ticker: KO Security ID: 191216100

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Herbert A. Allen For For Management

1.2 Elect Director Ronald W. Allen For Against Management

1.3 Elect Director Howard G. Buffett For For Management

1.4 Elect Director Richard M. Daley For For Management

1.5 Elect Director Barry Diller For For Management

1.6 Elect Director Helene D. Gayle For For Management

1.7 Elect Director Evan G. Greenberg For For Management

1.8 Elect Director Alexis M. Herman For Against Management

1.9 Elect Director Muhtar Kent For For Management

1.10 Elect Director Robert A. Kotick For For Management

1.11 Elect Director Maria Elena Lagomasino For Against Management

1.12 Elect Director Donald F. McHenry For For Management

1.13 Elect Director Sam Nunn For For Management

1.14 Elect Director James D. Robinson, III For Against Management

1.15 Elect Director Peter V. Ueberroth For For Management

1.16 Elect Director Jacob Wallenberg For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Provide Right to Call Special Meeting For For Management

5 Establish Board Committee on Human Against Against Shareholder

Rights

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TOLL BROTHERS, INC.

Ticker: TOL Security ID: 889478103

Meeting Date: MAR 13, 2013 Meeting Type: Annual

Record Date: JAN 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Douglas C. Yearley, Jr. For Withhold Management

1.2 Elect Director Robert S. Blank For Withhold Management

1.3 Elect Director Edward G. Boehne For Withhold Management

1.4 Elect Director Richard J. Braemer For Withhold Management

1.5 Elect Director Carl E. Marbach For Withhold Management

1.6 Elect Director Stephen A. Novick For Withhold Management

1.7 Elect Director Paul E. Shapiro For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Require a Majority Vote for the Against For Shareholder

Election of Directors

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TRANSCANADA CORPORATION

Ticker: TRP Security ID: 89353D107

Meeting Date: APR 26, 2013 Meeting Type: Annual/Special

Record Date: FEB 26, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kevin E. Benson For For Management

1.2 Elect Director Derek H. Burney For For Management

1.3 Elect Director Paule Gauthier For For Management

1.4 Elect Director Russell K. Girling For For Management

1.5 Elect Director S. Barry Jackson For For Management

1.6 Elect Director Paul L. Joskow For For Management

1.7 Elect Director Paula Rosput Reynolds For For Management

1.8 Elect Director Mary Pat Salomone For For Management

1.9 Elect Director W. Thomas Stephens For For Management

1.10 Elect Director D. Michael G. Stewart For For Management

1.11 Elect Director Richard E. Waugh For For Management

2 Approve KPMG LLP as Auditors and For For Management

Authorize Board to Fix Their

Remuneration

3 Amend Stock Option Plan For For Management

4 Approve Shareholder Rights Plan For For Management

5 Advisory Vote on Executive For For Management

Compensation Approach

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TYCO INTERNATIONAL LTD.

Ticker: TYC Security ID: H89128104

Meeting Date: SEP 14, 2012 Meeting Type: Special

Record Date: JUL 23, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Special Dividends For For Management

2 Approve Special Dividends For For Management

3.1 Elect George R. Oliver as Director For For Management

3.2 Elect Frank M. Drendel as Director For For Management

4 Approve Dividends For For Management

5 Approve Omnibus Stock Plan For Against Management

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TYCO INTERNATIONAL LTD.

Ticker: TYC Security ID: H89128104

Meeting Date: MAR 06, 2013 Meeting Type: Annual

Record Date: JAN 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Discharge of Board and Senior For For Management

Management

3.1 Elect Director Edward D. Breen For For Management

3.2 Elect Director Michael E. Daniels For For Management

3.3 Elect Director Frank M. Drendel For For Management

3.4 Elect Director Brian Duperreault For For Management

3.5 Elect Director Rajiv L. Gupta For Withhold Management

3.6 Elect Director John A. Krol For For Management

3.7 Elect Director George R. Oliver For For Management

3.8 Elect Director Brendan R. O'Neill For For Management

3.9 Elect Director Sandra S. Wijnberg For Withhold Management

3.10 Elect Director R. David Yost For Withhold Management

4a Ratify Deloitte AG as Auditors For For Management

4b Appoint Deloitte & Touche LLP as For For Management

Independent Registered Public

Accounting Firm for Fiscal 2012/2013

4c Ratify PricewaterhouseCoopers AG as For For Management

Special Auditors

5a Approve Allocation of Income For For Management

5b Approve Ordinary Cash Dividend For For Management

6 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

7 Renew Authorized Capital For For Management

8 Approve Reduction in Share Capital For For Management

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UNDER ARMOUR, INC.

Ticker: UA Security ID: 904311107

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: FEB 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kevin A. Plank For For Management

1.2 Elect Director Byron K. Adams, Jr. For For Management

1.3 Elect Director Douglas E. Coltharp For For Management

1.4 Elect Director Anthony W. Deering For For Management

1.5 Elect Director A.B. Krongard For For Management

1.6 Elect Director William R. McDermott For For Management

1.7 Elect Director Eric T. Olson For For Management

1.8 Elect Director Brenda Piper For For Management

1.9 Elect Director Harvey L. Sanders For For Management

1.10 Elect Director Thomas J. Sippel For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

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UNION PACIFIC CORPORATION

Ticker: UNP Security ID: 907818108

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: FEB 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Andrew H. Card, Jr. For For Management

1.2 Elect Director Erroll B. Davis, Jr. For For Management

1.3 Elect Director Thomas J. Donohue For For Management

1.4 Elect Director Archie W. Dunham For For Management

1.5 Elect Director Judith Richards Hope For For Management

1.6 Elect Director John J. Koraleski For For Management

1.7 Elect Director Charles C. Krulak For For Management

1.8 Elect Director Michael R. McCarthy For For Management

1.9 Elect Director Michael W. McConnell For For Management

1.10 Elect Director Thomas F. McLarty, III For For Management

1.11 Elect Director Steven R. Rogel For For Management

1.12 Elect Director Jose H. Villarreal For For Management

1.13 Elect Director James R. Young For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Omnibus Stock Plan For For Management

5 Report on Lobbying Payments and Policy Against Against Shareholder

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WELLS FARGO & COMPANY

Ticker: WFC Security ID: 949746101

Meeting Date: APR 23, 2013 Meeting Type: Annual

Record Date: FEB 26, 2013

# Proposal Mgt Rec Vote Cast Sponsor

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

1b Elect Director Elaine L. Chao For For Management

1c Elect Director John S. Chen For For Management

1d Elect Director Lloyd H. Dean For For Management

1e Elect Director Susan E. Engel For For Management

1f Elect Director Enrique Hernandez, Jr. For For Management

1g Elect Director Donald M. James For For Management

1h Elect Director Cynthia H. Milligan For For Management

1i Elect Director Federico F. Pena For For Management

1j Elect Director Howard V. Richardson For For Management

1k Elect Director Judith M. Runstad For For Management

1l Elect Director Stephen W. Sanger For For Management

1m Elect Director John G. Stumpf For For Management

1n Elect Director Susan G. Swenson For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

5 Require Independent Board Chairman Against Against Shareholder

6 Report on Lobbying Payments and Policy Against Against Shareholder

7 Review Fair Housing and Fair Lending Against Against Shareholder

Compliance

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WHOLE FOODS MARKET, INC.

Ticker: WFM Security ID: 966837106

Meeting Date: MAR 15, 2013 Meeting Type: Annual

Record Date: JAN 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John Elstrott For For Management

1.2 Elect Director Gabrielle Greene For Withhold Management

1.3 Elect Director Shahid 'Hass' Hassan For For Management

1.4 Elect Director Stephanie Kugelman For For Management

1.5 Elect Director John Mackey For For Management

1.6 Elect Director Walter Robb For For Management

1.7 Elect Director Jonathan Seiffer For For Management

1.8 Elect Director Morris 'Mo' Siegel For Withhold Management

1.9 Elect Director Jonathan Sokoloff For Withhold Management

1.10 Elect Director Ralph Sorenson For Withhold Management

1.11 Elect Director William 'Kip' Tindell, For For Management

III

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For Against Management

5 Report on Adopting Extended Producer Against Against Shareholder

Responsibility Policy

6 Require Independent Board Chairman 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.

The Dreyfus Fund Incorporated

By: /s/ Bradley J. Skapyak
Bradley J. Skapyak President
Date:	August 19, 2013