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