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 811-21455
                                                     ---------

                         Claymore Dividend & Income Fund
                         -------------------------------
               (Exact name of registrant as specified in charter)

                            2455 Corporate West Drive
                                 Lisle, IL 60532
                                 ---------------
               (Address of principal executive offices) (Zip code)

                                J. Thomas Futrell
                            2455 Corporate West Drive
                                 Lisle, IL 60532
                                 ---------------
                     (Name and address of agent for service)

       Registrant's telephone number, including area code: (630) 505-3700
                                                           --------------

                       Date of fiscal year end: October 31
                                                ----------

             Date of reporting period: July 1, 2008 - June 30, 2009
                                       ----------------------------

   Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

    A registrant is required to disclose the information specified by Form N-PX,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. ss. 3507.





Item 1. Proxy Voting Record.


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

ICA File Number: 811-21455
Reporting Period: 07/01/2008 - 06/30/2009
Claymore Dividend & Income Fund









======================= CLAYMORE DIVIDEND & INCOME FUND ========================


AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
04    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
04    S/H PROPOSAL - TOBACCO                  AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL - HEALTH ISSUES            AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL - HUMAN RIGHTS RELATED     AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
08    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder


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

AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    ELECTION OF DIRECTORS                   FOR       FOR          Management
03    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
04    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder


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

ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    APPROVE CHARTER AMENDMENT               FOR       FOR          Management
04    S/H - CREATE A NON-DISCRIMATORY SEXUAL  AGAINST   AGAINST      Shareholder
      ORIENTATION POLICY


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

APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    ELECTION OF DIRECTORS                   FOR       FOR          Management
03    ELECTION OF DIRECTORS                   FOR       FOR          Management
04    ELECTION OF DIRECTORS                   FOR       FOR          Management


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

APOLLO INVESTMENT CORPORATION

Ticker:       AINV           Security ID:  03761U106
Meeting Date: AUG 5, 2008    Meeting Type: Annual
Record Date:  JUN 19, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    AUTHORIZE SALE OF ASSETS                FOR       FOR          Management


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    STOCK ISSUANCE                          FOR       FOR          Management
02    AMEND STOCK OPTION PLAN                 FOR       FOR          Management
03    APPROVE AUTHORIZED COMMON STOCK         FOR       FOR          Management
      INCREASE
04    APPROVE MOTION TO ADJOURN MEETING       FOR       FOR          Management


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
1N    ELECTION OF DIRECTORS                   FOR       FOR          Management
1O    ELECTION OF DIRECTORS                   FOR       FOR          Management
1P    ELECTION OF DIRECTORS                   FOR       FOR          Management
1Q    ELECTION OF DIRECTORS                   FOR       FOR          Management
1R    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
04    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   AGAINST      Shareholder
      PAY
06    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
08    S/H PROPOSAL - ESTABLISH INDEPENDENT    AGAINST   AGAINST      Shareholder
      CHAIRMAN
09    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
10    S/H PROPOSAL - HEALTH ISSUES            AGAINST   AGAINST      Shareholder
11    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder


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

BONAVISTA ENERGY TRUST

Ticker:       BNPUF          Security ID:  098536105
Meeting Date: MAY 7, 2009    Meeting Type: Special
Record Date:  MAR 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    FIX NUMBER OF DIRECTORS                 FOR       FOR          Management
02    ELECTION OF DIRECTORS                   FOR       FOR          Management
03    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
04    MISCELLANEOUS CORPORATE ACTIONS         FOR       FOR          Management


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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    S/H ELECTION OF DIRECTORS               AGAINST   AGAINST      Shareholder
04    S/H ELECTION OF DIRECTORS               AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL - MILITARY/WEAPONS         AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL - ELIMINATE SUPERMAJORITY  AGAINST   AGAINST      Shareholder
      VOTE
07    SHAREHOLDER PROPOSAL - INDEPENDENCE OF  AGAINST   AGAINST      Shareholder
      COMPENSATION CONSULTANTS
08    S/H PROPOSAL - ESTABLISH INDEPENDENT    AGAINST   AGAINST      Shareholder
      CHAIRMAN
09    S/H PROPOSAL - ADOPT/IMPLEMENT CERES    AGAINST   AGAINST      Shareholder
      PRINCIPLES


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

CHESAPEAKE ENERGY CORPORATION

Ticker:       CHK            Security ID:  165167107
Meeting Date: JUN 12, 2009   Meeting Type: Annual
Record Date:  APR 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    APPROVE AUTHORIZED COMMON STOCK         FOR       FOR          Management
      INCREASE
03    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
04    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
05    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
06    S/H ELECTION OF DIRECTORS               AGAINST   AGAINST      Shareholder
07    S/H - CREATE A NON-DISCRIMATORY SEXUAL  AGAINST   AGAINST      Shareholder
      ORIENTATION POLICY


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
1N    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    AMEND CASH/STOCK BONUS PLAN             FOR       FOR          Management
04    AMEND CASH/STOCK BONUS PLAN             FOR       FOR          Management
05    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   AGAINST      Shareholder
      PAY
07    S/H PROPOSAL - ENVIRONMENTAL            AGAINST   AGAINST      Shareholder
08    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
09    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder
10    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
1N    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
04    APPROVE CASH/STOCK BONUS PLAN           FOR       FOR          Management
05    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder
07    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
08    S/H PROPOSAL REQUIRE 2 CANDIDATES FOR   AGAINST   AGAINST      Shareholder
      EACH BOARD SEAT
09    S/H PROPOSAL - ENVIRONMENTAL            AGAINST   AGAINST      Shareholder
10    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
11    S/H PROPOSAL - INCREASE DISCLOSURE OF   AGAINST   AGAINST      Shareholder
      EXECUTIVE COMPENSATION
12    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
13    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    ADOPT STOCK PURCHASE PLAN               FOR       FOR          Management
04    S/H PROPOSAL - HEALTH ISSUES            AGAINST   FOR          Shareholder
05    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   FOR          Shareholder
      PAY
06    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   FOR          Shareholder
07    S/H PROPOSAL - ENVIRONMENTAL            AGAINST   FOR          Shareholder
08    S/H PROPOSAL - ENVIRONMENTAL            AGAINST   FOR          Shareholder
09    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   FOR          Shareholder


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

CONTRANS INCOME FUND

Ticker:       CSIUF          Security ID:  212337109
Meeting Date: APR 30, 2009   Meeting Type: Special
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A     ELECTION OF DIRECTORS                   FOR       FOR          Management
B     MISCELLANEOUS CORPORATE ACTIONS         FOR       FOR          Management
C     ELECTION OF DIRECTORS                   FOR       FOR          Management
D     APPROVE RENUMERATION OF DIRECTORS AND   FOR       FOR          Management
      AUDITORS
E     APPROVE CHARTER AMENDMENT               FOR       FOR          Management


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

DEVON ENERGY CORPORATION

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    ELECTION OF DIRECTORS                   FOR       FOR          Management
03    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
04    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
05    S/H ELECTION OF DIRECTORS               AGAINST   AGAINST      Shareholder


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

EVERGREEN INCOME ADVANTAGE FUND

Ticker:       EAD            Security ID:  30023Y105
Meeting Date: AUG 8, 2008    Meeting Type: Annual
Record Date:  JUN 13, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management


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

EVERGREEN INCOME ADVANTAGE FUND

Ticker:       EAD            Security ID:  30023Y105
Meeting Date: JAN 16, 2009   Meeting Type: Special
Record Date:  OCT 31, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    APPROVE INVESTMENT ADVISORY AGREEMENT   FOR       FOR          Management
1B    APPROVE SUB-INVESTMENT ADVISORY         FOR       FOR          Management
      AGREEMENT


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A1    ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A2    ELECTION OF DIRECTORS                   FOR       FOR          Management
A3    ELECTION OF DIRECTORS                   FOR       FOR          Management
A4    ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A5    ELECTION OF DIRECTORS                   FOR       FOR          Management
A6    ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A7    ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A8    ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A9    ELECTION OF DIRECTORS                   FOR       FOR          Management
A10   ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A11   ELECTION OF DIRECTORS                   FOR       FOR          Management
A12   ELECTION OF DIRECTORS                   FOR       FOR          Management
A13   ELECTION OF DIRECTORS                   AGAINST   AGAINST      Management
A14   ELECTION OF DIRECTORS                   FOR       FOR          Management
A15   ELECTION OF DIRECTORS                   FOR       FOR          Management
B     RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
C1    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
C2    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   FOR          Shareholder
      PAY
C3    S/H PROPOSAL - SELLING OF COMPANY       AGAINST   AGAINST      Shareholder
C4    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
C5    S/H PROPOSAL - RESCIND OR ALLOW         AGAINST   FOR          Shareholder
      SHAREHOLDER TO RATIFY POISON PILL


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

HELIOS FUNDS

Ticker:       HTR            Security ID:  42327V109
Meeting Date: MAR 26, 2009   Meeting Type: Annual
Record Date:  JAN 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
04    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
07    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
08    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
09    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
10    S/H PROPOSAL - ENVIRONMENTAL            AGAINST   AGAINST      Shareholder


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

LOWES COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
03    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
04    ADOPT SUPERMAJORITY REQUIREMENT TO      FOR       FOR          Management
      CHANGE NUMBER OF DIRECTORS
05    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL - HEALTH ISSUES            AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - ESTABLISH INDEPENDENT    AGAINST   AGAINST      Shareholder
      CHAIRMAN


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

NEWMONT MINING CORPORATION

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
04    S/H ELECTION OF DIRECTORS               AGAINST   AGAINST      Shareholder


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

NORTHROP GRUMMAN CORPORATION

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    S/H PROPOSAL - MILITARY/WEAPONS         AGAINST   AGAINST      Shareholder
04    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder


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

NUVEEN PREFERED & CONVERTIBLE INCOME 2

Ticker:       JQC            Security ID:  67073D102
Meeting Date: OCT 28, 2008   Meeting Type: Annual
Record Date:  MAY 2, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management


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

NUVEEN QUALITY PREFERRED INCOME FUND 2

Ticker:       JPS            Security ID:  67072C105
Meeting Date: OCT 28, 2008   Meeting Type: Annual
Record Date:  MAY 2, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    RESTORE RIGHT TO CALL A SPECIAL MEETING FOR       FOR          Management
04    S/H PROPOSAL - ENVIRONMENTAL            AGAINST   AGAINST      Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
1N    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
04    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   AGAINST      Shareholder
      PAY
06    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
2     RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
3     AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management


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

PIONEER HIGH INCOME TRUST

Ticker:       PHT            Security ID:  72369H106
Meeting Date: SEP 22, 2008   Meeting Type: Special
Record Date:  JUL 9, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management
01    ELECTION OF DIRECTORS                   FOR       FOR          Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
03    AMEND STOCK PURCHASE PLAN               FOR       FOR          Management
04    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
05    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    AMEND CASH/STOCK BONUS PLAN             FOR       FOR          Management
04    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
05    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   AGAINST      Shareholder
      PAY
07    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
04    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
05    S/H ELECTION OF DIRECTORS               AGAINST   AGAINST      SHareholder
06    MISCELLANEOUS SHAREHOLDER PROPOSAL      AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder


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

THE HARTFORD FINANCIAL SVCS GROUP, INC.

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAR 26, 2009   Meeting Type: Special
Record Date:  FEB 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    STOCK CONVERSION                        FOR       FOR          Management


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

THE PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
1N    ELECTION OF DIRECTORS                   FOR       FOR          Management
1O    ELECTION OF DIRECTORS                   FOR       FOR          Management
1P    ELECTION OF DIRECTORS                   FOR       FOR          Management
1Q    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    AMEND STOCK PURCHASE PLAN               FOR       FOR          Management
03    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
04    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
05    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
04    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 10, 2009   Meeting Type: Annual
Record Date:  JAN 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
04    AMEND CASH/STOCK BONUS PLAN             FOR       FOR          Management
05    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder
06    S/H PROPOSAL - LIMIT COMPENSATION       AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   AGAINST      Shareholder
      PAY


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

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    S/H PROPOSAL-ADVISORY VOTE EXECUTIVE    AGAINST   AGAINST      Shareholder
      PAY
04    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
05    S/H PROPOSAL - INCREASE DISCLOSURE OF   AGAINST   FOR          Shareholder
      EXECUTIVE COMPENSATION
06    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
04    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
05    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
06    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder
07    S/H PROPOSAL - PROXY PROCESS/STATEMENT  AGAINST   AGAINST      Shareholder
08    S/H PROPOSAL - SEPARATE CHAIRMAN/CEO    AGAINST   AGAINST      Shareholder
09    S/H PROPOSAL - ADOPT CUMULATIVE VOTING  AGAINST   AGAINST      Shareholder
10    S/H PROPOSAL - EXECUTIVE COMPENSATION   AGAINST   AGAINST      Shareholder


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

WACHOVIA CORPORATION

Ticker:       WB             Security ID:  929903102
Meeting Date: DEC 23, 2008   Meeting Type: Special
Record Date:  NOV 3, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
01    APPROVE REORGANIZATION PLAN             FOR       FOR          Management
02    APPROVE MOTION TO ADJOURN MEETING       FOR       FOR          Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
1H    ELECTION OF DIRECTORS                   FOR       FOR          Management
1I    ELECTION OF DIRECTORS                   FOR       FOR          Management
1J    ELECTION OF DIRECTORS                   FOR       FOR          Management
1K    ELECTION OF DIRECTORS                   FOR       FOR          Management
1L    ELECTION OF DIRECTORS                   FOR       FOR          Management
1M    ELECTION OF DIRECTORS                   FOR       FOR          Management
1N    ELECTION OF DIRECTORS                   FOR       FOR          Management
1O    ELECTION OF DIRECTORS                   FOR       FOR          Management
1P    ELECTION OF DIRECTORS                   FOR       FOR          Management
1Q    ELECTION OF DIRECTORS                   FOR       FOR          Management
1R    ELECTION OF DIRECTORS                   FOR       FOR          Management
1S    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    MISCELLANEOUS COMPENSATION PLANS        FOR       FOR          Management
03    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
04    AMEND STOCK COMPENSATION PLAN           FOR       FOR          Management
05    S/H PROPOSAL - ESTABLISH INDEPENDENT    AGAINST   AGAINST      Shareholder
      CHAIRMAN
06    S/H PROPOSAL - POLITICAL/GOVERNMENT     AGAINST   AGAINST      Shareholder


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

ZIMMER HOLDINGS, INC.

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 4, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    ELECTION OF DIRECTORS                   FOR       FOR          Management
1B    ELECTION OF DIRECTORS                   FOR       FOR          Management
1C    ELECTION OF DIRECTORS                   FOR       FOR          Management
1D    ELECTION OF DIRECTORS                   FOR       FOR          Management
1E    ELECTION OF DIRECTORS                   FOR       FOR          Management
1F    ELECTION OF DIRECTORS                   FOR       FOR          Management
1G    ELECTION OF DIRECTORS                   FOR       FOR          Management
02    RATIFY APPOINTMENT OF INDEPENDENT       FOR       FOR          Management
      AUDITORS
03    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
04    APPROVE STOCK COMPENSATION PLAN         FOR       FOR          Management
05    AMEND NON-EMPLOYEE DIRECTOR PLAN        FOR       FOR          Management

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



                                   SIGNATURES

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


Claymore Dividend & Income Fund
-------------------------------


By:      /s/ J. Thomas Futrell
         -------------------------------------------
Name:    J. Thomas Futrell
Title:   Chief Executive Officer
Date:    August 17, 2009