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General Electric RSP U.s. Equity Fund

Filed: 27 Aug 13, 8:00pm
                                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                      811-01494
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                  GENERAL ELECTRIC S&S U.S. Equity Fund
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               (Exact name of registrant as specified in charter)


              1600, SUMMER STREET,STAMFORD, CONNECTICUT, 06905
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               (Address of principal executive offices) (Zip code)


GE ASSET MANAGEMENT,1600, SUMMER STREET,STAMFORD,CONNECTICUT,06905
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                     (Name and address of agent for service)


Registrant"s telephone number, including area code: 203-326-4099
                                              --------------------

Date of fiscal year end: 12/31
                        ---------------------------

Date of reporting period: 07/01/2012 - 06/30/2013
                          -------------------------


Item 1. Proxy Voting Record




=============================== S&S U.S. Equity Fund (MF) ====================


ABB LTD.

Ticker:       ABBN           Security ID:  000375204
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
2.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
2.2   Approve Remuneration Report             For       For          Management
3     Approve Discharge of Board and Senior   For       Abstain      Management
      Management
4     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 0.68 per Share
5     Approve Creation of CHF 206 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights
6.1   Reelect Roger Agnelli as Director       For       For          Management
6.2   Reelect Louis Hughes as Director        For       For          Management
6.3   Reelect Hans Maerki as Director         For       For          Management
6.4   Reelect Michel de Rosen as Director     For       For          Management
6.5   Reelect Michael Treschow as Director    For       For          Management
6.6   Reelect Jacob Wallenberg as Director    For       For          Management
6.7   Reelect Ying Yeh as Director            For       For          Management
6.8   Reelect Hubertus von Gruenberg as       For       For          Management
      Director
7     Ratify Ernst & Young AG as Auditors     For       For          Management


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert M. Hernandez as Director   For       For          Management
1.2   Elect Peter Menikoff as Director        For       For          Management
1.3   Elect Robert Ripp as Director           For       For          Management
1.4   Elect Theodore E. Shasta as Director    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3.1   Approve Annual Report                   For       For          Management
3.2   Accept Statutory Financial Statements   For       For          Management
3.3   Accept Consolidated Financial           For       For          Management
      Statements
4     Approve Allocation of Income and        For       For          Management
      Dividends
5     Approve Discharge of Board and Senior   For       Abstain      Management
      Management
6.1   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
6.2   Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm as Auditors
6.3   Ratify BDO AG as Special Auditors       For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Reduction of
      Par Value
9     Advisory Vote to ratify Named           For       For          Management
      Executive Officers' Compensation


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ACTAVIS, INC.

Ticker:       ACT            Security ID:  00507K103
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jack Michelson           For       For          Management
1b    Elect Director Ronald R. Taylor         For       For          Management
1c    Elect Director Andrew L. Turner         For       For          Management
1d    Elect Director Paul M. Bisaro           For       For          Management
1e    Elect Director Christopher W. Bodine    For       For          Management
1f    Elect Director Michael J. Feldman       For       For          Management
1g    Elect Director Fred G. Weiss            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention                         Against   Against      Shareholder


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AGILENT TECHNOLOGIES, INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul N. Clark            For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Tadataka Yamada          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       Against   For          Shareholder


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Harshman      For       For          Management
1.2   Elect Director Carolyn Corvi            For       For          Management
1.3   Elect Director Barbara S. Jeremiah      For       For          Management
1.4   Elect Director John D. Turner           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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ALTERA CORPORATION

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John P. Daane            For       For          Management
1b    Elect Director T. Michael Nevens        For       For          Management
1c    Elect Director A. Blaine Bowman         For       For          Management
1d    Elect Director Elisha W. Finney         For       For          Management
1e    Elect Director Kevin McGarity           For       For          Management
1f    Elect Director Shane V. Robison         For       For          Management
1g    Elect Director John Shoemaker           For       For          Management
1h    Elect Director Thomas H. Waechter       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     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       For          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       For          Management
1h    Elect Director Thomas O. Ryder          For       For          Management
1i    Elect Director Patricia Q. Stonesifer   For       For          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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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Raymond P. Dolan         For       For          Management
1b    Elect Director Ronald M. Dykes          For       For          Management
1c    Elect Director Carolyn F. Katz          For       For          Management
1d    Elect Director Gustavo Lara Cantu       For       For          Management
1e    Elect Director JoAnn A. Reed            For       For          Management
1f    Elect Director Pamela D.A. Reeve        For       For          Management
1g    Elect Director David E. Sharbutt        For       For          Management
1h    Elect Director James D. Taiclet, Jr.    For       For          Management
1i    Elect Director Samme L. Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Right to Call Special Meeting     For       For          Management


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AMERIPRISE FINANCIAL, INC.

Ticker:       AMP            Security ID:  03076C106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James M. Cracchiolo      For       For          Management
1b    Elect Director Lon R. Greenberg         For       For          Management
1c    Elect Director Warren D. Knowlton       For       For          Management
1d    Elect Director W. Walker Lewis          For       For          Management
1e    Elect Director Siri S. Marshall         For       For          Management
1f    Elect Director Jeffery Noddle           For       For          Management
1g    Elect Director H. Jay Sarles            For       For          Management
1h    Elect Director Robert F. Sharpe, Jr.    For       For          Management
1i    Elect Director William H. Turner        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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AMGEN INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Baltimore          For       For          Management
1.2   Elect Director Frank J. Biondi, Jr.     For       For          Management
1.3   Elect Director Robert A. Bradway        For       For          Management
1.4   Elect Director Francois de Carbonnel    For       For          Management
1.5   Elect Director Vance D. Coffman         For       For          Management
1.6   Elect Director Robert A. Eckert         For       For          Management
1.7   Elect Director Rebecca M. Henderson     For       For          Management
1.8   Elect Director Frank C. Herringer       For       For          Management
1.9   Elect Director Tyler Jacks              For       For          Management
1.10  Elect Director Gilbert S. Omenn         For       For          Management
1.11  Elect Director Judith C. Pelham         For       For          Management
1.12  Elect Director Leonard D. Schaeffer     For       For          Management
1.13  Elect Director Ronald D. Sugar          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


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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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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 13, 2013   Meeting Type: Annual
Record Date:  JAN 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ray Stata                For       For          Management
1b    Elect Director Jerald G. Fishman        For       For          Management
1c    Elect Director James A. Champy          For       For          Management
1d    Elect Director John C. Hodgson          For       For          Management
1e    Elect Director Yves-Andre Istel         For       For          Management
1f    Elect Director Neil Novich              For       For          Management
1g    Elect Director F. Grant Saviers         For       For          Management
1h    Elect Director Paul J. Severino         For       For          Management
1i    Elect Director Kenton J. Sicchitano     For       For          Management
1j    Elect Director Lisa T. Su               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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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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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 01, 2012   Meeting Type: Annual
Record Date:  SEP 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Mollie Hale Carter       For       For          Management
1.4   Elect Director Terrell K. Crews         For       For          Management
1.5   Elect Director Pierre Dufour            For       For          Management
1.6   Elect Director Donald E. Felsinger      For       For          Management
1.7   Elect Director Antonio Maciel           For       For          Management
1.8   Elect Director Patrick J. Moore         For       For          Management
1.9   Elect Director Thomas F. O'Neill        For       For          Management
1.10  Elect Director Daniel Shih              For       For          Management
1.11  Elect Director Kelvin R. Westbrook      For       For          Management
1.12  Elect Director Patricia A. Woertz       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Mollie Hale Carter       For       For          Management
1.4   Elect Director Terell K. Crews          For       For          Management
1.5   Elect Director Pierre Dufour            For       For          Management
1.6   Elect Director Donald E. Felsinger      For       For          Management
1.7   Elect Director Antonio Maciel           For       For          Management
1.8   Elect Director Patrick J. Moore         For       For          Management
1.9   Elect Director Thomas F. O'Neill        For       For          Management
1.10  Elect Director Daniel Shih              For       For          Management
1.11  Elect Director Kelvin R. Westbrook      For       For          Management
1.12  Elect Director Patricia A. Woertz       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Gilbert F. Amelio        For       For          Management
1.3   Elect Director Reuben V. Anderson       For       For          Management
1.4   Elect Director James H. Blanchard       For       For          Management
1.5   Elect Director Jaime Chico Pardo        For       For          Management
1.6   Elect Director Scott T. Ford            For       For          Management
1.7   Elect Director James P. Kelly           For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Michael B. McCallister   For       For          Management
1.10  Elect Director John B. McCoy            For       For          Management
1.11  Elect Director Joyce M. Roche           For       For          Management
1.12  Elect Director Matthew K. Rose          For       For          Management
1.13  Elect Director  Laura D'Andrea Tyson    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Stock Purchase and Deferral Plan  For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Report on Reducing Lead Battery Health  Against   Against      Shareholder
      Hazards
7     Submit Severance Agreement              Against   Against      Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Independent Board Chairman      Against   Against      Shareholder


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CAE INC.

Ticker:       CAE            Security ID:  124765108
Meeting Date: AUG 09, 2012   Meeting Type: Annual/Special
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lynton R. Wilson         For       For          Management
1.2   Elect Director Marc Parent              For       For          Management
1.3   Elect Director Brian E. Barents         For       For          Management
1.4   Elect Director John A. (Ian) Craig      For       For          Management
1.5   Elect Director H. Garfield Emerson      For       For          Management
1.6   Elect Director Michael M. Fortier       For       For          Management
1.7   Elect Director Paul Gagne               For       For          Management
1.8   Elect Director James F. Hankinson       For       For          Management
1.9   Elect Director E. Randolph (Randy)      For       For          Management
      Jayne II
1.10  Elect Director Robert Lacroix           For       For          Management
1.11  Elect Director John P. Manley           For       For          Management
1.12  Elect Director Peter J. Schoomaker      For       For          Management
1.13  Elect Director Katharine B. Stevenson   For       For          Management
1.14  Elect Director Lawrence N. Stevenson    For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Shareholder Rights Plan         For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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CALPINE CORPORATION

Ticker:       CPN            Security ID:  131347304
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank Cassidy            For       For          Management
1.2   Elect Director Jack A. Fusco            For       For          Management
1.3   Elect Director Robert C. Hinckley       For       For          Management
1.4   Elect Director Michael W. Hofmann       For       For          Management
1.5   Elect Director David C. Merritt         For       For          Management
1.6   Elect Director W. Benjamin Moreland     For       For          Management
1.7   Elect Director Robert A. Mosbacher, Jr. For       For          Management
1.8   Elect Director Denise M. O'Leary        For       For          Management
1.9   Elect Director J. Stuart Ryan           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 02, 2012   Meeting Type: Annual
Record Date:  SEP 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Colleen F. Arnold        For       For          Management
1.2   Elect Director George S. Barrett        For       For          Management
1.3   Elect Director Glenn A. Britt           For       For          Management
1.4   Elect Director Carrie S. Cox            For       For          Management
1.5   Elect Director Calvin Darden            For       For          Management
1.6   Elect Director Bruce L. Downey          For       For          Management
1.7   Elect Director John F. Finn             For       For          Management
1.8   Elect Director Clayton M. Jones         For       For          Management
1.9   Elect Director Gregory B. Kenny         For       For          Management
1.10  Elect Director David P. King            For       For          Management
1.11  Elect Director Richard C. Notebaert     For       For          Management
1.12  Elect Director Jean G. Spaulding        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


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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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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director Marc Benioff             For       For          Management
1c    Elect Director M. Michele Burns         For       For          Management
1d    Elect Director Michael D. Capellas      For       For          Management
1e    Elect Director Larry R. Carter          For       For          Management
1f    Elect Director John T. Chambers         For       For          Management
1g    Elect Director Brian L. Halla           For       For          Management
1h    Elect Director John L. Hennessy         For       For          Management
1i    Elect Director Kristina M. Johnson      For       For          Management
1j    Elect Director Richard M. Kovacevich    For       For          Management
1k    Elect Director Roderick C. McGeary      For       For          Management
1l    Elect Director Arun Sarin               For       For          Management
1m    Elect Director Steven M. West           For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Eliminating Conflict          Against   Against      Shareholder
      Minerals from Supply Chain


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
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     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terrence A. Duffy        For       For          Management
1.2   Elect Director Charles P. Carey         For       For          Management
1.3   Elect Director Mark E. Cermak           For       For          Management
1.4   Elect Director Martin J. Gepsman        For       For          Management
1.5   Elect Director Leo Melamed              For       For          Management
1.6   Elect Director Joseph Niciforo          For       For          Management
1.7   Elect Director C.C. Odom, II            For       For          Management
1.8   Elect Director John F. Sandner          For       For          Management
1.9   Elect Director Dennis A. Suskind        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Proxy Access                            Against   Against      Shareholder


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

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       For          Management
1.5   Elect Director Orrin H. Ingram, II      For       For          Management
1.6   Elect Director Thomas H. Johnson        For       For          Management
1.7   Elect Director Suzanne B. Labarge       For       For          Management
1.8   Elect Director Veronique Morali         For       For          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       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       For          Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


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

COOPER INDUSTRIES PLC

Ticker:       CBE            Security ID:  G24140111
Meeting Date: OCT 26, 2012   Meeting Type: Special
Record Date:  SEP 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Scheme of Arrangement           For       For          Management
2     Approve Cancellation of Capital         For       For          Management
      Authorization
3     Authority to Allot Securities and       For       For          Management
      Application of Reserves
4     Amend Articles of Association           For       For          Management
5     Issue Shares in Connection with         For       For          Management
      Acquisition
6     Advisory Vote on Golden Parachutes      For       For          Management
7     Adjourn Meeting                         For       For          Management


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

COOPER INDUSTRIES PLC

Ticker:       CBE            Security ID:  G24140108
Meeting Date: OCT 26, 2012   Meeting Type: Court
Record Date:  SEP 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Scheme of Arrangement           For       For          Management


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

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       For          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


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

CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Donna M. Alvarado        For       For          Management
1b    Elect Director John B. Breaux           For       For          Management
1c    Elect Director Pamela L. Carter         For       For          Management
1d    Elect Director Steven T. Halverson      For       For          Management
1e    Elect Director Edward J. Kelly, III     For       For          Management
1f    Elect Director Gilbert H. Lamphere      For       For          Management
1g    Elect Director John D. McPherson        For       For          Management
1h    Elect Director Timothy T. O'Toole       For       For          Management
1i    Elect Director David M. Ratcliffe       For       For          Management
1j    Elect Director Donald J. Shepard        For       For          Management
1k    Elect Director Michael J. Ward          For       For          Management
1l    Elect Director J.C. Watts, Jr.          For       For          Management
1m    Elect Director J. Steven Whisler        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director William I. Miller        For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Georgia R. Nelson        For       For          Management
5     Elect Director Carl Ware                For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Robert J. Bernhard       For       For          Management
8     Elect Director Franklin R. Chang Diaz   For       For          Management
9     Elect Director Stephen B. Dobbs         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. David Brown II        For       For          Management
1.2   Elect Director David W. Dorman          For       For          Management
1.3   Elect Director Anne M. Finucane         For       For          Management
1.4   Elect Director Kristen Gibney Williams  For       For          Management
1.5   Elect Director Larry J. Merlo           For       For          Management
1.6   Elect Director Jean-Pierre Millon       For       For          Management
1.7   Elect Director Richard J. Swift         For       For          Management
1.8   Elect Director William C. Weldon        For       For          Management
1.9   Elect Director Tony L. White            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Reduce Vote Requirement Under the Fair  For       For          Management
      Price Provision
6     Report on Political Contributions       Against   Against      Shareholder
7     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
8     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

DEERE & COMPANY

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  DEC 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel R. Allen          For       For          Management
1b    Elect Director Crandall C. Bowles       For       For          Management
1c    Elect Director Vance D. Coffman         For       For          Management
1d    Elect Director Charles O. Holliday, Jr. For       For          Management
1e    Elect Director Dipak C. Jain            For       For          Management
1f    Elect Director Clayton M. Jones         For       For          Management
1g    Elect Director Joachim Milberg          For       For          Management
1h    Elect Director Richard B. Myers         For       For          Management
1i    Elect Director Thomas H. Patrick        For       For          Management
1j    Elect Director Aulana L. Peters         For       For          Management
1k    Elect Director Sherry M. Smith          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


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

DENTSPLY INTERNATIONAL INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paula H. Cholmondeley    For       For          Management
1b    Elect Director Michael J. Coleman       For       For          Management
1c    Elect Director John C. Miles, II        For       For          Management
1d    Elect Director John L. Miclot           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 Political Contributions       Against   Against      Shareholder


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

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       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David H. Benson          For       For          Management
1b    Elect Director Robert W. Cremin         For       For          Management
1c    Elect Director Jean-Pierre M. Ergas     For       For          Management
1d    Elect Director Peter T. Francis         For       For          Management
1e    Elect Director Kristiane C. Graham      For       For          Management
1f    Elect Director M.F. Johnston            For       For          Management
1g    Elect Director Robert A. Livingston     For       For          Management
1h    Elect Director Richard K. Lochridge     For       For          Management
1i    Elect Director Bernard G. Rethore       For       For          Management
1j    Elect Director Michael B. Stubbs        For       For          Management
1k    Elect Director Stephen M. Todd          For       For          Management
1l    Elect Director Stephen K. Wagner        For       For          Management
1m    Elect Director Mary A. Winston          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

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       For          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       For          Management
1c    Elect Director Christopher M. Connor    For       For          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       For          Management
1j    Elect Director Deborah L. McCoy         For       For          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       For          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


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David M. Moffett         For       For          Management
1b    Elect Director Richard T. Schlosberg,   For       For          Management
      III
1c    Elect Director Thomas J. Tierney        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Report on Lobbying Payments and Policy  Against   Against      Shareholder
4     Report on Privacy and Data Security     Against   Against      Shareholder
5     Ratify Auditors                         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


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

EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary G. Benanav          For       For          Management
1b    Elect Director Maura C. Breen           For       For          Management
1c    Elect Director William J. DeLaney       For       For          Management
1d    Elect Director Nicholas J. LaHowchic    For       For          Management
1e    Elect Director Thomas P. Mac Mahon      For       For          Management
1f    Elect Director Frank Mergenthaler       For       For          Management
1g    Elect Director Woodrow A. Myers, Jr.    For       For          Management
1h    Elect Director John O. Parker, Jr.      For       For          Management
1i    Elect Director George Paz               For       For          Management
1j    Elect Director William L. Roper         For       For          Management
1k    Elect Director Samuel K. Skinner        For       For          Management
1l    Elect Director Seymour Sternberg        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director U.M. Burns               For       For          Management
1.4   Elect Director L.R. Faulkner            For       For          Management
1.5   Elect Director J.S. Fishman             For       For          Management
1.6   Elect Director H.H. Fore                For       For          Management
1.7   Elect Director K.C. Frazier             For       For          Management
1.8   Elect Director W.W. George              For       For          Management
1.9   Elect Director S.J. Palmisano           For       For          Management
1.10  Elect Director S.S. Reinemund           For       For          Management
1.11  Elect Director R.W. Tillerson           For       For          Management
1.12  Elect Director W.C. Weldon              For       For          Management
1.13  Elect Director E.E. Whitacre, Jr.       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
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Limit Directors to a Maximum of Three   Against   Against      Shareholder
      Board Memberships in Companies with
      Sales over $500 Million Annually
7     Report on Lobbying Payments and Policy  Against   Against      Shareholder
8     Study Feasibility of Prohibiting        Against   Against      Shareholder
      Political Contributions
9     Adopt Sexual Orientation Anti-bias      Against   Against      Shareholder
      Policy
10    Report on Management of Hydraulic       Against   Against      Shareholder
      Fracturing Risks and Opportunities
11    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Butler        For       For          Management
1.2   Elect Director Kimberly A. Casiano      For       For          Management
1.3   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.4   Elect Director Edsel B. Ford II         For       For          Management
1.5   Elect Director William Clay Ford, Jr.   For       For          Management
1.6   Elect Director Richard A. Gephardt      For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director William W. Helman IV     For       For          Management
1.9   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.10  Elect Director Richard A. Manoogian     For       Abstain      Management
1.11  Elect Director Ellen R. Marram          For       For          Management
1.12  Elect Director Alan Mulally             For       For          Management
1.13  Elect Director Homer A. Neal            For       For          Management
1.14  Elect Director Gerald L. Shaheen        For       For          Management
1.15  Elect Director John L. Thornton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Approval of Tax Benefits Preservation   For       For          Management
      Plan
7     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
8     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


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

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       For          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   Against      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       For          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       For          Management
1.8   Elect Director Paul S. Otellini         For       For          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   Against      Shareholder
6     Adopt Policy on Succession Planning     Against   Against      Shareholder


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan M. Bennett          For       For          Management
1.2   Elect Director James R. Boyd            For       For          Management
1.3   Elect Director Milton Carroll           For       For          Management
1.4   Elect Director Nance K. Dicciani        For       For          Management
1.5   Elect Director Murry S. Gerber          For       For          Management
1.6   Elect Director Jose C. Grubisich        For       For          Management
1.7   Elect Director Abdallah S. Jum'ah       For       For          Management
1.8   Elect Director David J. Lesar           For       For          Management
1.9   Elect Director Robert A. Malone         For       For          Management
1.10  Elect Director J. Landis Martin         For       For          Management
1.11  Elect Director Debra L. Reed            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 Human Rights Risk Assessment  Against   Against      Shareholder
      Process


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 16, 2013   Meeting Type: Proxy Contest
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director J. Krenicki              For       Withhold     Management
1.2   Elect Director K. Meyers                For       Withhold     Management
1.3   Elect Director Fredric G. Reynolds      For       Withhold     Management
1.4   Elect Director William G. Schrader      For       Withhold     Management
1.5   Director Mark Williams                  For       Withhold     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     Require Independent Board Chairman      Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder
7     Report on Political Contributions       Against   Against      Shareholder
8     Repeal Any Bylaws Amendments Adopted    Against   Against      Shareholder
      subsequent to February 2, 2011
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Green Card)            None
1.1   Elect Director Rodney F. Chase          For       Did Not Vote Shareholder
1.2   Elect Director Harvey Golub             For       Did Not Vote Shareholder
1.3   Elect Director Karl F. Kurz             For       Did Not Vote Shareholder
1.4   Elect Director David McManus            For       Did Not Vote Shareholder
1.5   Elect Director Marshall D. Smith        For       Did Not Vote Shareholder
2     Ratify Auditors                         For       Did Not Vote Management
3     Advisory Vote to Ratify Named           Against   Did Not Vote Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       Did Not Vote Management
5     Require Independent Board Chairman      For       Did Not Vote Shareholder
6     Reduce Supermajority Vote Requirement   For       Did Not Vote Shareholder
7     Report on Political Contributions       For       Did Not Vote Shareholder
8     Repeal Any Bylaws Amendments Adopted    For       Did Not Vote Shareholder
      subsequent to February 2, 2011


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

HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 22, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Gordon M. Bethune        For       For          Management
1B    Elect Director Kevin Burke              For       For          Management
1C    Elect Director Jaime Chico Pardo        For       For          Management
1D    Elect Director David M. Cote            For       For          Management
1E    Elect Director D. Scott Davis           For       For          Management
1F    Elect Director Linnet F. Deily          For       For          Management
1G    Elect Director Judd Gregg               For       For          Management
1H    Elect Director Clive Hollick            For       For          Management
1I    Elect Director Grace D. Lieblein        For       For          Management
1J    Elect Director George Paz               For       For          Management
1K    Elect Director Bradley T. Sheares       For       For          Management
1L    Elect Director Robin L. Washington      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
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Pro-rata Vesting of Equity Awards       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       For          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       For          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   Against      Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: JAN 17, 2013   Meeting Type: Annual
Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher W. Brody     For       For          Management
1b    Elect Director William V. Campbell      For       For          Management
1c    Elect Director Scott D. Cook            For       For          Management
1d    Elect Director Diane B. Greene          For       For          Management
1e    Elect Director Edward A. Kangas         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director Dennis D. Powell         For       For          Management
1h    Elect Director Brad D. Smith            For       For          Management
1i    Elect Director Jeff Weiner              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management


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

INVESCO LTD.

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph R. Canion         For       For          Management
1.2   Elect Director Edward P. Lawrence       For       For          Management
1.3   Elect Director Phoebe A. Wood           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


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

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       For          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       For          Management
1.10  Elect Director Charles Prince           For       For          Management
1.11  Elect Director A. Eugene Washington     For       For          Management
1.12  Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          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       For          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   Against      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


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

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       For          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       For          Management
      Executive Officers' Compensation


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director Robert L. Johnson        For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wisemen          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


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

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       For          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       Abstain      Management
4     Approve Discharge of Supervisory Board  For       Abstain      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       For          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


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

M.D.C. HOLDINGS, INC.

Ticker:       MDC            Security ID:  552676108
Meeting Date: MAR 18, 2013   Meeting Type: Annual
Record Date:  JAN 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Berman        For       For          Management
1.2   Elect Director Herbert T. Buchwald      For       For          Management
1.3   Elect Director Larry A. Mizel           For       For          Management
2     Approve Executive Incentive Bonus Plan  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


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

MACY'S, INC.

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director Deirdre P. Connelly      For       For          Management
1c    Elect Director Meyer Feldberg           For       For          Management
1d    Elect Director Sara Levinson            For       For          Management
1e    Elect Director Terry J. Lundgren        For       For          Management
1f    Elect Director Joseph Neubauer          For       For          Management
1g    Elect Director Joyce M. Roche           For       For          Management
1h    Elect Director Paul C. Varga            For       For          Management
1i    Elect Director Craig E. Weatherup       For       For          Management
1j    Elect Director Marna C. Whittington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MARATHON OIL CORPORATION

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory H. Boyce         For       For          Management
1b    Elect Director Pierre Brondeau          For       For          Management
1c    Elect Director Clarence P. Cazalot, Jr. For       For          Management
1d    Elect Director Linda Z. Cook            For       For          Management
1e    Elect Director Shirley Ann Jackson      For       For          Management
1f    Elect Director Philip Lader             For       For          Management
1g    Elect Director Michael E. J. Phelps     For       For          Management
1h    Elect Director Dennis H. Reilley        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


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 23, 2012   Meeting Type: Annual
Record Date:  JUN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director Victor J. Dzau           For       For          Management
1.3   Elect Director Omar Ishrak              For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director Michael O. Leavitt       For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 28, 2012   Meeting Type: Annual
Record Date:  SEP 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Maria M. Klawe           For       For          Management
5     Elect Director Stephen J. Luczo         For       For          Management
6     Elect Director David F. Marquardt       For       For          Management
7     Elect Director Charles H. Noski         For       For          Management
8     Elect Director Helmut Panke             For       For          Management
9     Elect Director John W. Thompson         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder


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

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


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

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director Robert M. Beall, II      For       For          Management
1c    Elect Director James L. Camaren         For       For          Management
1d    Elect Director Kenneth B. Dunn          For       For          Management
1e    Elect Director Lewis Hay, III           For       For          Management
1f    Elect Director Toni Jennings            For       For          Management
1g    Elect Director James L. Robo            For       For          Management
1h    Elect Director Rudy E. Schupp           For       For          Management
1i    Elect Director John L. Skolds           For       For          Management
1j    Elect Director William H. Swanson       For       For          Management
1k    Elect Director Michael H. Thaman        For       For          Management
1l    Elect Director Hansel E. Tookes, II     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Minimize Pool Storage of Spent Nuclear  Against   Against      Shareholder
      Fuel


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

NIELSEN HOLDINGS N.V.

Ticker:       NLSN           Security ID:  N63218106
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Statutory Reports
2     Approve Discharge of Board of Directors For       Abstain      Management
3a    Elect Director David L. Calhoun         For       For          Management
3b    Elect Director James A. Attwood, Jr.    For       For          Management
3c    Elect Director Richard J. Bressler      For       For          Management
3d    Elect Director Patrick Healy            For       For          Management
3e    Elect Director Karen M. Hoguet          For       For          Management
3f    Elect Director James M. Kilts           For       For          Management
3g    Elect Director Alexander Navab          For       For          Management
3h    Elect Director Robert Pozen             For       For          Management
3i    Elect Director Vivek Ranadive           For       For          Management
3j    Elect Director Robert Reid              For       For          Management
3k    Elect Director Javier G. Teruel         For       For          Management
4     Ratify Ernst & Young LLP  as Auditors   For       For          Management
5     Appoint Ernst and Young Accountants     For       For          Management
      LLP to Audit the Dutch Statutory
      Annual Accounts
6     Amend Omnibus Stock Plan                For       For          Management
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Advisory Vote to Approve Remuneration   For       For          Management
      of Executives


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 22, 2013   Meeting Type: Annual
Record Date:  JAN 22, 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       Abstain      Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.30 per Share
4     Approve Remuneration System             For       For          Management
5.1   Elect Verena Briner as Director         For       For          Management
5.2   Elect Joerg Reinhardt as Director       For       For          Management
5.3   Elect Charles Sawyers as Director       For       For          Management
5.4   Elect William Winters as Director       For       For          Management
6     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       Abstain      Management
      Presented At The Meeting


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

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       For          Management
1.3   Elect Director Stephen I. Chazen        For       For          Management
1.4   Elect Director Edward P. Djerejian      For       For          Management
1.5   Elect Director John E. Feick            For       For          Management
1.6   Elect Director Margaret M. Foran        For       For          Management
1.7   Elect Director Carlos M. Gutierrez      For       For          Management
1.8   Elect Director Ray R. Irani             For       Against      Management
1.9   Elect Director Avedick B. Poladian      For       For          Management
1.10  Elect Director Aziz D. Syriani          For       For          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   Against      Shareholder


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Wren             For       For          Management
1.2   Elect Director Bruce Crawford           For       For          Management
1.3   Elect Director Alan R. Batkin           For       For          Management
1.4   Elect Director Mary C. Choksi           For       For          Management
1.5   Elect Director Robert Charles Clark     For       For          Management
1.6   Elect Director Leonard S. Coleman, Jr.  For       For          Management
1.7   Elect Director Errol M. Cook            For       For          Management
1.8   Elect Director Susan S. Denison         For       For          Management
1.9   Elect Director Michael A. Henning       For       For          Management
1.10  Elect Director John R. Murphy           For       For          Management
1.11  Elect Director John R. Purcell          For       For          Management
1.12  Elect Director Linda Johnson Rice       For       For          Management
1.13  Elect Director Gary L. Roubos           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
5     Prepare Employment Diversity Report     Against   Against      Shareholder
6     Stock Retention                         Against   Against      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       For          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       For          Management
1.6   Elect Director George H. Conrades       For       For          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       For          Management
2     Advisory Vote to Ratify Named           For       For          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   Against      Shareholder
      Under Executive Incentive Plans
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Retention Ratio for               Against   Against      Shareholder
      Executives/Directors
8     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 23, 2012   Meeting Type: Annual
Record Date:  AUG 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director B. Thomas Golisano       For       For          Management
1b    Elect Director Joseph G. Doody          For       For          Management
1c    Elect Director David J. S. Flaschen     For       For          Management
1d    Elect Director Phillip Horsley          For       For          Management
1e    Elect Director Grant M. Inman           For       For          Management
1f    Elect Director Pamela A. Joseph         For       For          Management
1g    Elect Director Martin Mucci             For       For          Management
1h    Elect Director Joseph M. Tucci          For       For          Management
1i    Elect Director Joseph M. Velli          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

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


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

PERKINELMER, INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter Barrett            For       For          Management
1b    Elect Director Robert F. Friel          For       For          Management
1c    Elect Director Nicholas A. Lopardo      For       For          Management
1d    Elect Director Alexis P. Michas         For       For          Management
1e    Elect Director James C. Mullen          For       For          Management
1f    Elect Director Vicki L. Sato            For       For          Management
1g    Elect Director Kenton J. Sicchitano     For       For          Management
1h    Elect Director Patrick J. Sullivan      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   Against      Shareholder


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James G. Berges          For       For          Management
1.2   Elect Director John V. Faraci           For       For          Management
1.3   Elect Director Victoria F. Haynes       For       For          Management
1.4   Elect Director Martin H. Richenhagen    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

PRUDENTIAL FINANCIAL, INC.

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Baltimore, Jr. For       For          Management
1.2   Elect Director Gordon M. Bethune        For       For          Management
1.3   Elect Director Gaston Caperton          For       For          Management
1.4   Elect Director Gilbert F. Casellas      For       For          Management
1.5   Elect Director James G. Cullen          For       For          Management
1.6   Elect Director William H. Gray, III     For       For          Management
1.7   Elect Director Mark B. Grier            For       For          Management
1.8   Elect Director Constance J. Horner      For       For          Management
1.9   Elect Director Martina Hund-Mejean      For       For          Management
1.10  Elect Director Karl J. Krapek           For       For          Management
1.11  Elect Director Christine A. Poon        For       For          Management
1.12  Elect Director John R. Strangfeld       For       For          Management
1.13  Elect Director James A. Unruh           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 Against   Against      Shareholder


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

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       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Duane A. Nelles          For       For          Management
1i    Elect Director Francisco Ros            For       For          Management
1j    Elect Director Brent Scowcroft          For       For          Management
1k    Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

REGIONS FINANCIAL CORPORATION

Ticker:       RF             Security ID:  7591EP100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director George W. Bryan          For       For          Management
1b    Elect Director Carolyn H. Byrd          For       For          Management
1c    Elect Director David J. Cooper, Sr.     For       For          Management
1d    Elect Director Don DeFosset             For       For          Management
1e    Elect Director Eric C. Fast             For       For          Management
1f    Elect Director O.B. Grayson Hall, Jr.   For       For          Management
1g    Elect Director John D. Johns            For       For          Management
1h    Elect Director Charles D. McCrary       For       For          Management
1i    Elect Director James R. Malone          For       For          Management
1j    Elect Director Ruth Ann Marshall        For       For          Management
1k    Elect Director Susan W. Matlock         For       For          Management
1l    Elect Director John E. Maupin, Jr.      For       For          Management
1m    Elect Director John R. Roberts          For       For          Management
1n    Elect Director Lee J. Styslinger, III   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder


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

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       For          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       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          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       For          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


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

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kennett F. Burnes        For       For          Management
1b    Elect Director Peter Coym               For       For          Management
1c    Elect Director Patrick de Saint-Aignan  For       For          Management
1d    Elect Director Amelia C. Fawcett        For       For          Management
1e    Elect Director Linda A. Hill            For       For          Management
1f    Elect Director Joseph L. Hooley         For       For          Management
1g    Elect Director Robert S. Kaplan         For       For          Management
1h    Elect Director Richard P. Sergel        For       For          Management
1i    Elect Director Ronald L. Skates         For       For          Management
1j    Elect Director Gregory L. Summe         For       For          Management
1k    Elect Director Thomas J. Wilson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

STRYKER CORPORATION

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Howard E. Cox, Jr.       For       For          Management
1b    Elect Director Srikant M. Datar         For       For          Management
1c    Elect Director Roch Doliveux            For       For          Management
1d    Elect Director Louise L. Francesconi    For       For          Management
1e    Elect Director Allan C. Golston         For       For          Management
1f    Elect Director Howard L. Lance          For       For          Management
1g    Elect Director Kevin A. Lobo            For       For          Management
1h    Elect Director William U. Parfet        For       For          Management
1i    Elect Director Ronda E. Stryker         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Roxanne S. Austin        For       For          Management
1b    Elect Director Douglas M. Baker, Jr.    For       For          Management
1c    Elect Director Henrique De Castro       For       For          Management
1d    Elect Director Calvin Darden            For       For          Management
1e    Elect Director Mary N. Dillon           For       For          Management
1f    Elect Director James A. Johnson         For       For          Management
1g    Elect Director Mary E. Minnick          For       For          Management
1h    Elect Director Anne M. Mulcahy          For       For          Management
1i    Elect Director Derica W. Rice           For       For          Management
1j    Elect Director Gregg W. Steinhafel      For       For          Management
1k    Elect Director John G. Stumpf           For       For          Management
1l    Elect Director Solomon D. Trujillo      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
5     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export


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

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       For          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       For          Management
1h    Elect Director Ruth J. Simmons          For       For          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       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE AES CORPORATION

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andres R. Gluski         For       For          Management
1.2   Elect Director Zhang Guo Bao            For       For          Management
1.3   Elect Director Kristina M. Johnson      For       For          Management
1.4   Elect Director Tarun Khanna             For       For          Management
1.5   Elect Director John A. Koskinen         For       For          Management
1.6   Elect Director Philip Lader             For       For          Management
1.7   Elect Director Sandra O. Moose          For       For          Management
1.8   Elect Director John B. Morse, Jr.       For       For          Management
1.9   Elect Director Moises Naim              For       For          Management
1.10  Elect Director Charles O. Rossotti      For       For          Management
1.11  Elect Director Sven Sandstrom           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Calhoun         For       For          Management
1b    Elect Director Arthur D. Collins, Jr.   For       For          Management
1c    Elect Director Linda Z. Cook            For       For          Management
1d    Elect Director Kenneth M. Duberstein    For       For          Management
1e    Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
1f    Elect Director Lawrence W. Kellner      For       For          Management
1g    Elect Director Edward M. Liddy          For       For          Management
1h    Elect Director W. James McNerney, Jr.   For       For          Management
1i    Elect Director Susan C. Schwab          For       For          Management
1j    Elect Director Ronald A. Williams       For       For          Management
1k    Elect Director Mike S. Zafirovski       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Submit SERP to Shareholder Vote         Against   Against      Shareholder
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen A. Ellis         For       For          Management
1b    Elect Director Arun Sarin               For       For          Management
1c    Elect Director Charles R. Schwab        For       For          Management
1d    Elect Director Paula A. Sneed           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 Political Contributions       Against   Against      Shareholder
6     Adopt Proxy Access Right                Against   Against      Shareholder


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director William W. George        For       For          Management
6     Elect Director James A. Johnson         For       For          Management
7     Elect Director Lakshmi N. Mittal        For       For          Management
8     Elect Director Adebayo O. Ogunlesi      For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Elect Director Mark E. Tucker           For       For          Management
12    Elect Director David A. Viniar          For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       For          Management
15    Ratify Auditors                         For       For          Management
16    Establish Board Committee on Human      Against   Against      Shareholder
      Rights
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder
18    Adopt Proxy Access Right                Against   Against      Shareholder
19    Employ Investment Bank to Explore       Against   Against      Shareholder
      Alternatives to Maximize Shareholder
      Value


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

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jocelyn Carter-Miller    For       For          Management
1.2   Elect Director Jill M. Considine        For       For          Management
1.3   Elect Director Richard A. Goldstein     For       For          Management
1.4   Elect Director Mary J. Steele Guilfoile For       For          Management
1.5   Elect Director H. John Greeniaus        For       For          Management
1.6   Elect Director Dawn Hudson              For       For          Management
1.7   Elect Director William T. Kerr          For       For          Management
1.8   Elect Director Michael I. Roth          For       For          Management
1.9   Elect Director David M. Thomas          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   Against      Shareholder
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Elect Director Susan E. Arnold          For       For          Management
1.b   Elect Director John S. Chen             For       For          Management
1.c   Elect Director Judith L. Estrin         For       For          Management
1.d   Elect Director Robert A. Iger           For       For          Management
1.e   Elect Director Fred H. Langhammer       For       For          Management
1.f   Elect Director Aylwin B. Lewis          For       For          Management
1.g   Elect Director Monica C. Lozano         For       For          Management
1.h   Elect Director Robert W. Matschullat    For       For          Management
1.i   Elect Director Sheryl K. Sandberg       For       For          Management
1.j   Elect Director Orin C. Smith            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder


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

THE WESTERN UNION COMPANY

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dinyar S. Devitre        For       For          Management
2     Elect Director Betsy D. Holden          For       For          Management
3     Elect Director Wulf von Schimmelmann    For       For          Management
4     Elect Director Solomon D. Trujillo      For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Provide Right to Call Special Meeting   For       For          Management
8     Require Consistency with Corporate      Against   Against      Shareholder
      Values and Report on Political
      Contributions


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director William P. Barr          For       For          Management
1.3   Elect Director Jeffrey L. Bewkes        For       For          Management
1.4   Elect Director Stephen F. Bollenbach    For       For          Management
1.5   Elect Director Robert C. Clark          For       For          Management
1.6   Elect Director Mathias Dopfner          For       For          Management
1.7   Elect Director Jessica P. Einhorn       For       For          Management
1.8   Elect Director Fred Hassan              For       For          Management
1.9   Elect Director Kenneth J. Novack        For       For          Management
1.10  Elect Director Paul D. Wachter          For       For          Management
1.11  Elect Director Deborah C. Wright        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


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Michael J. Burns         For       For          Management
1c    Elect Director D. Scott Davis           For       For          Management
1d    Elect Director Stuart E. Eizenstat      For       For          Management
1e    Elect Director Michael L. Eskew         For       For          Management
1f    Elect Director William R. Johnson       For       For          Management
1g    Elect Director Candace Kendle           For       For          Management
1h    Elect Director Ann M. Livermore         For       For          Management
1i    Elect Director Rudy H. P. Markham       For       For          Management
1j    Elect Director Clark T. Randt, Jr.      For       For          Management
1k    Elect Director Carol B. Tome            For       For          Management
1l    Elect Director Kevin M. Warsh           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Lobbying Payments and Policy  Against   Against      Shareholder
4     Approve Recapitalization Plan for all   Against   Against      Shareholder
      Stock to Have One-vote per Share


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Louis R. Chenevert       For       For          Management
1b    Elect Director John V. Faraci           For       For          Management
1c    Elect Director  Jean-Pierre Garnier     For       For          Management
1d    Elect Director Jamie S. Gorelick        For       For          Management
1e    Elect Director Edward A. Kangas         For       For          Management
1f    Elect Director Ellen J. Kullman         For       For          Management
1g    Elect Director  Marshall O. Larsen      For       For          Management
1h    Elect Director  Harold McGraw, III      For       For          Management
1i    Elect Director Richard B. Myers         For       For          Management
1j    Elect Director H. Patrick Swygert       For       For          Management
1k    Elect Director Andre Villeneuve         For       For          Management
1l    Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary P. Coughlan         For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Joseph W. Saunders       For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director William S. Shanahan      For       For          Management
1k    Elect Director John A. Swainson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

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


                              SIGNATURES

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

(Registrant):  GENERAL ELECTRIC S&S U.S. Equity Fund
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By (Signature and Title):  /S/ Dmitri Stockton
                           -----------------------------------------------------
                           Dmitri Stockton,
                           President and Chief Executive Officer,GE S&S FUNDS

Date:  August 27, 2013
       -------------------------------------------------------------------------



By (Signature and Title):  /S/ Arthur A. Jensen
                           -----------------------------------------------------
                           Arthur A. Jensen,
                           Treasurer, GE S&S FUNDS

Date:  August 27, 2013
       -------------------------------------------------------------------------