Meeder Funds N-PX Annual report of proxy voting record

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number __811-03462______________________________

The Flex-funds

Exact name of registrant as specified in charter)

6125 Memorial Drive, Dublin, Ohio 43017

(Address of principal executive offices)                                                                                                                                          (Zip code)

Bruce E. McKibben, 6125 Memorial Drive, Dublin, Ohio 43017

(Name and address of agent for service)

Registrant’s telephone number, including area code: 614-766-7000_____________

Date of fiscal year end: December 31                                                      

Date of reporting period: 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 (§§ 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. § 3507.

SEC 2451 (4-03) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

ITEM 1.  PROXY VOTING RECORD:

The Muirfield Fund®, The Dynamic Growth Fund, The Aggressive Growth Fund, The Defensive Balanced Fund, The Strategic Growth Fund, The U.S. Government Bond Fund and The Money Market Fund held no securities during the period covered by this report in which there was a security holder vote.  Accordingly there are no proxy votes to report.

THE TOTAL RETURN UTILITIES FUND

Name	Security	Meeting Type	Ticker	Meeting Date	Item	Proposal	Type	Vote
P.T. TELEKOMUNIKASI INDONESIA, TBK	715684106	Special	TLK	19-Sep-2008	01	Miscellaneous Corporate Governance	Management	Abstain
P.T. TELEKOMUNIKASI INDONESIA, TBK	715684106	Special	TLK	19-Sep-2008	02	Miscellaneous Corporate Governance	Management	For
SIERRA PACIFIC RESOURCES	826428104	Special	SRP	19-Nov-2008	01	Approve Company Name Change	Management	For
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	02	Ratify Appointment of Independent Auditors	Management	For
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	03	S/H Proposal - Corporate Governance	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	04	S/H Proposal - Corporate Governance	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	05	S/H Proposal - Change Compensation Structure	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	06	S/H Proposal - Add Women & Minorities to Board	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	07	S/H Proposal - Increase Disclosure of Executive Compensation	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	08	S/H Proposal - Advisory Vote Executive Pay	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	09	S/H Proposal - Limit Compensation	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	10	S/H Proposal - Corporate Governance	Shareholder	For
BCE INC.	05534B760	Annual	BCE	17-Feb-2009	11	S/H Proposal - Adopt Cumulative Voting	Shareholder	For
EQT CORPORATION	26884L109	Annual	EQT	22-Apr-2009	2	Ratify Appointment of Independent Auditors	Management	For
EQT CORPORATION	26884L109	Annual	EQT	22-Apr-2009	3	Approve Stock Compensation Plan	Management	Against
EQT CORPORATION	26884L109	Annual	EQT	22-Apr-2009	4	Adopt Employee Stock Purchase Plan	Management	For
THE AES CORPORATION	00130H105	Annual	AES	23-Apr-2009	02	Ratify Appointment of Independent Auditors	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1A	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1B	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1C	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1D	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1E	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1F	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1G	Election of Directors (Majority Voting)	Management	Against
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1H	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1I	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1J	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1K	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1L	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1M	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1N	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	1O	Election of Directors (Majority Voting)	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	02	Ratify Appointment of Independent Auditors	Management	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	03	Authorize Common Stock Increase	Management	Against
AT&T INC.	00206R102	Annual	T	24-Apr-2009	04	S/H Proposal - Political/Government	Shareholder	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	05	S/H Proposal - Proxy Process/Statement	Shareholder	Against
AT&T INC.	00206R102	Annual	T	24-Apr-2009	06	S/H Proposal - Adopt Cumulative Voting	Shareholder	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	07	S/H Proposal - Establish Independent Chairman	Shareholder	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	08	S/H Proposal - Executive Compensation	Shareholder	For
AT&T INC.	00206R102	Annual	T	24-Apr-2009	09	S/H Proposal - Executive Compensation	Shareholder	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1A	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1B	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1C	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1D	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1E	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1F	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1G	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	1H	Election of Directors (Majority Voting)	Management	For
MDU RESOURCES GROUP, INC.	552690109	Annual	MDU	28-Apr-2009	02	Ratify Appointment of Independent Auditors	Management	For
NV ENERGY, INC.	67073Y106	Annual	NVE	30-Apr-2009	02	Classify/Stagger Board of Directors	Management	For
NV ENERGY, INC.	67073Y106	Annual	NVE	30-Apr-2009	03	Ratify Appointment of Independent Auditors	Management	For
ITRON, INC.	465741106	Annual	ITRI	05-May-2009	1A	Election of Directors (Majority Voting)	Management	For
ITRON, INC.	465741106	Annual	ITRI	05-May-2009	1B	Election of Directors (Majority Voting)	Management	For
ITRON, INC.	465741106	Annual	ITRI	05-May-2009	1C	Election of Directors (Majority Voting)	Management	For
ITRON, INC.	465741106	Annual	ITRI	05-May-2009	2	Ratify Appointment of Independent Auditors	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1A	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1B	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1C	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1D	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1E	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1F	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1G	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1H	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1I	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1J	Election of Directors (Majority Voting)	Management	Against
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	1K	Election of Directors (Majority Voting)	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	02	Adopt Omnibus Stock Option Plan	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	03	Adopt Employee Stock Purchase Plan	Management	For
EL PASO CORPORATION	28336L109	Annual	EP	06-May-2009	04	Ratify Appointment of Independent Auditors	Management	For
SPECTRA ENERGY CORP	847560109	Annual	SE	07-May-2009	01	Declassify Board	Management	For
SPECTRA ENERGY CORP	847560109	Annual	SE	07-May-2009	03	Ratify Appointment of Independent Auditors	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1A	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1B	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1C	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1D	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1E	Election of Directors (Majority Voting)	Management	Against
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1F	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1G	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1H	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1I	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1J	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1K	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	1L	Election of Directors (Majority Voting)	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	03	Miscellaneous Compensation Plans	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	04	Approve Stock Compensation Plan	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	05	Approve Stock Compensation Plan	Management	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	06	S/H Proposal - Executive Compensation	Shareholder	Against
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	07	S/H Proposal - Proxy Process/Statement	Shareholder	Against
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	08	S/H Proposal - Separate Chairman/Coe	Shareholder	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	09	S/H Proposal - Adopt Cumulative Voting	Shareholder	For
VERIZON COMMUNICATIONS INC.	92343V104	Annual	VZ	07-May-2009	10	S/H Proposal - Executive Compensation	Shareholder	For
BCE INC.	05534B760	Annual	BCE	07-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
BCE INC.	05534B760	Annual	BCE	07-May-2009	3A	Miscellaneous Shareholder Proposal	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	07-May-2009	3B	Miscellaneous Shareholder Proposal	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	07-May-2009	3C	Miscellaneous Shareholder Proposal	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	07-May-2009	3D	Miscellaneous Shareholder Proposal	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	07-May-2009	3E	Miscellaneous Shareholder Proposal	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	07-May-2009	3F	Miscellaneous Shareholder Proposal	Shareholder	For
BCE INC.	05534B760	Annual	BCE	07-May-2009	3G	Miscellaneous Shareholder Proposal	Shareholder	Against
BCE INC.	05534B760	Annual	BCE	07-May-2009	3H	Miscellaneous Shareholder Proposal	Shareholder	Against
COVANTA HOLDING CORPORATION	22282E102	Annual	CVA	07-May-2009	02	Amend Stock Option Plan	Management	For
COVANTA HOLDING CORPORATION	22282E102	Annual	CVA	07-May-2009	03	Ratify Appointment of Independent Auditors	Management	For
AMERICAN WATER WORKS COMPANY, INC.	030420103	Annual	AWK	08-May-2009	2	Ratify Appointment of Independent Auditors	Management	For
AMERICAN WATER WORKS COMPANY, INC.	030420103	Annual	AWK	08-May-2009	3	Amend Omnibus Stock Option Plan	Management	For
NORTHEAST UTILITIES	664397106	Annual	NU	12-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
NORTHEAST UTILITIES	664397106	Annual	NU	12-May-2009	03	Transact Other Business	Management	Against
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1A	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1B	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1C	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1D	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1E	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1F	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1G	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1H	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1I	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1J	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	1K	Election of Directors (Majority Voting)	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	II	Ratify Appointment of Independent Auditors	Management	For
NISOURCE INC.	65473P105	Annual	NI	12-May-2009	III	Miscellaneous Shareholder Proposal	Shareholder	For
NII HOLDINGS, INC.	62913F201	Annual	NIHD	12-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
PEPCO HOLDINGS, INC.	713291102	Annual	POM	15-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	03	Classify/Stagger Board of Directors	Management	For
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	04	Approve Director Liability Insurance	Management	For
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	05	Authorize Common Stock Increase	Management	Against
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	06	Authorize Preferred Stock Increase	Management	Against
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	07	Amend Cash/Stock Bonus Plan	Management	For
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	08	S/H Proposal - Election of Directors By Majority Vote	Shareholder	For
QUESTAR CORPORATION	748356102	Annual	STR	19-May-2009	09	S/H Proposal - Advisory Vote Executive Pay	Shareholder	For
AKAMAI TECHNOLOGIES, INC.	00971T101	Annual	AKAM	19-May-2009	1A	Election of Directors (Majority Voting)	Management	For
AKAMAI TECHNOLOGIES, INC.	00971T101	Annual	AKAM	19-May-2009	1B	Election of Directors (Majority Voting)	Management	For
AKAMAI TECHNOLOGIES, INC.	00971T101	Annual	AKAM	19-May-2009	1C	Election of Directors (Majority Voting)	Management	For
AKAMAI TECHNOLOGIES, INC.	00971T101	Annual	AKAM	19-May-2009	1D	Election of Directors (Majority Voting)	Management	For
AKAMAI TECHNOLOGIES, INC.	00971T101	Annual	AKAM	19-May-2009	02	Approve Stock Compensation Plan	Management	Against
AKAMAI TECHNOLOGIES, INC.	00971T101	Annual	AKAM	19-May-2009	03	Ratify Appointment of Independent Auditors	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	01	Approve Financial Statements, Allocation of Income, and Discharge Directors	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	02	Dividends	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3A	Election of Directors (Majority Voting)	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3B	Election of Directors (Majority Voting)	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3C	Election of Directors (Majority Voting)	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3D	Election of Directors (Majority Voting)	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3E	Election of Directors (Majority Voting)	Management	Against
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3F	Election of Directors (Majority Voting)	Management	Against
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	3G	Election of Directors (Majority Voting)	Management	Against
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	04	Approve Remuneration of Directors and Auditors	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	05	Authorize Directors to Repurchase Shares	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	06	Allot Relevant Securities	Management	For
CHINA MOBILE (HONG KONG) LIMITED	16941M109	Annual	CHL	19-May-2009	07	Allot Relevant Securities	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1A	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1B	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1C	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1D	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1E	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1F	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1G	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1H	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1I	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1J	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	1K	Election of Directors (Majority Voting)	Management	For
ONEOK, INC.	682680103	Annual	OKE	21-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
QUANTA SERVICES, INC.	74762E102	Annual	PWR	21-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
ULTRA PETROLEUM CORP.	903914109	Annual	UPL	21-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
ULTRA PETROLEUM CORP.	903914109	Annual	UPL	21-May-2009	03	Miscellaneous Shareholder Proposal	Shareholder	For
ULTRA PETROLEUM CORP.	903914109	Annual	UPL	21-May-2009	04	Transact Other Business	Management	Against
TELEPHONE AND DATA SYSTEMS, INC.	879433100	Annual	TDS	21-May-2009	02	Adopt Non-Employee Director Plan	Management	For
TELEPHONE AND DATA SYSTEMS, INC.	879433100	Annual	TDS	21-May-2009	03	Ratify Appointment of Independent Auditors	Management	For
TELEPHONE AND DATA SYSTEMS, INC.	879433100	Annual	TDS	21-May-2009	04	Miscellaneous Shareholder Proposal	Shareholder	For
DYNEGY INC.	26817G102	Annual	DYN	22-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
DYNEGY INC.	26817G102	Annual	DYN	22-May-2009	03	S/H Proposal - Environmental	Shareholder	For
CMS ENERGY CORPORATION	125896100	Annual	CMS	22-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
CMS ENERGY CORPORATION	125896100	Annual	CMS	22-May-2009	03	Amend Stock Compensation Plan	Management	For
CMS ENERGY CORPORATION	125896100	Annual	CMS	22-May-2009	04	Approve Cash/Stock Bonus Plan	Management	For
CMS ENERGY CORPORATION	125896100	Annual	CMS	22-May-2009	05	Approve Charter Amendment	Management	For
GENERAL CABLE CORPORATION	369300108	Annual	BGC	27-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
GENERAL CABLE CORPORATION	369300108	Annual	BGC	27-May-2009	03	Amend Stock Compensation Plan	Management	For
SOUTHERN UNION COMPANY	844030106	Annual	SUG	28-May-2009	02	Ratify Appointment of Independent Auditors	Management	For
SOUTHERN UNION COMPANY	844030106	Annual	SUG	28-May-2009	03	Approve Stock Compensation Plan	Management	Against
FAIRPOINT COMMUNICATIONS, INC.	305560104	Annual	FRP	03-Jun-2009	02	Ratify Appointment of Independent Auditors	Management	For
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	01	Approve Financial Statements, Allocation of Income, and Discharge Directors	Management	For
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2A	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2B	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2C	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2D	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2E	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2F	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2G	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2H	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2I	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2J	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2K	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2L	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2M	Election of Directors (Majority Voting)	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2A	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2B	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2C	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2D	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2E	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2F	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2G	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2H	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2I	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2J	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2K	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2L	Miscellaneous Corporate Governance	Management
PHILIPPINE LONG DISTANCE TELEPHONE CO.	718252604	Annual	PHI	09-Jun-2009	2M	Miscellaneous Corporate Governance	Management
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	01	Adopt Accounts for Past Year	Management	For
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	02	Adopt Accounts for Past Year	Management	For
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	03	Approve Stock Compensation Plan	Management	For
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	04	Approve Acquisition Agreement	Management	For
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	05	Authorize Stock Decrease	Management	For
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	06	Ratify Appointment of Independent Auditors	Management	For
TELEFONICA, S.A.	879382208	Annual	TEF	22-Jun-2009	07	Miscellaneous Corporate Governance	Management	For

07/01/08 to 06/30/09
	THE QUANTEX FUND
Abercrombie & Fitch Co.
Meeting Date/Type	06/10/09 AGM	Security	2896207	Shares Voted	2,920
Record Date	4/15/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James B. Bachmann	For	Withhold
1.2	Elect Director Michael S. Jeffries	For	Withhold
1.3	Elect Director John W. Kessler	For	Withhold
2	Ratify Auditors	For	For
3	Adopt Majority Voting for Uncontested Election of Directors	For	For
4	Death Benefits/Golden Coffins	Against	For
Advanced Micro Devices, Inc.
Meeting Date/Type	02/18/09 EGM	Security	7903107	Shares Voted	26,850
Record Date	1/15/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Issuance of Shares for a Private Placement	For	For
Advanced Micro Devices, Inc.
Meeting Date/Type	05/07/09 AGM	Security	7903107	Shares Voted	26,850
Record Date	3/9/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Waleed Al Mokarrab Al Muhairi	For	For
1.2	Elect Director W. Michael Barnes	For	For
1.3	Elect Director John E. Caldwell	For	Against
1.4	Elect Director Bruce L. Claflin	For	For
1.5	Elect Director Frank M. Clegg	For	For
1.6	Elect Director H. Paulett Eberhart	For	For
1.7	Elect Director Derrick R. Meyer	For	For
1.8	Elect Director Robert B. Palmer	For	For
1.9	Elect Director Morton L. Topfer	For	For
2	Ratify Auditors	For	For
3	Approve Repricing of Options	For	For
4	Amend Omnibus Stock Plan	For	For
AK Steel Holding Corp.
Meeting Date/Type	05/28/09 AGM	Security	1547108	Shares Voted	7,230
Record Date	3/30/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Richard A. Abdoo	For	Withhold
1.2	Elect Director John S. Brinzo	For	Withhold
1.3	Elect Director Dennis C. Cuneo	For	For
1.4	Elect Director William K. Gerber	For	For
1.5	Elect Director Bonnie G. Hill	For	Withhold
1.6	Elect Director Robert H. Jenkins	For	Withhold
1.7	Elect Director Ralph S. Michael, III	For	Withhold
1.8	Elect Director Shirley D. Peterson	For	For
1.9	Elect Director James A. Thomson	For	For
1.10	Elect Director James L. Wainscott	For	For
2	Ratify Auditors	For	For
Akamai Technologies, Inc.
Meeting Date/Type	05/19/09 AGM	Security	00971T101	Shares Voted	4,460
Record Date	3/31/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director George H. Conrades	For	For
1.2	Elect Director Martin M. Coyne II	For	For
1.3	Elect Director Jill A. Greenthal	For	For
1.4	Elect Director Geoffrey A. Moore	For	For
2	Approve Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
Allegheny Technologies Incorporated
Meeting Date/Type	05/07/09 AGM	Security	01741R102	Shares Voted	2,640
Record Date	3/11/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Diane C. Creel	For	For
1.2	Elect Director James E. Rohr	For	For
1.3	Elect Director Louis J. Thomas	For	For
1.4	Elect Director Barbara S. Jeremiah	For	For
2	Ratify Auditors	For	For
Allied Waste Industries, Inc.
Meeting Date/Type	11/14/08 EGM	Security	19589308	Shares Voted	9,920
Record Date	10/6/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Merger Agreement	For	For
2	Adjourn Meeting	For	For
American Capital Ltd.
Meeting Date/Type	06/11/09 AGM	Security	02503Y103	Shares Voted	20,800
Record Date	4/30/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Mary C. Baskin	For	For
2	Elect Director Neil M. Hahl	For	For
3	Elect Director Philip R. Harper	For	For
4	Elect Director John A. Koskinen	For	For
5	Elect Director Stan Lundine	For	For
6	Elect Director Kenneth D. Peterson, Jr.	For	For
7	Elect Director Alvin N. Puryear	For	For
8	Elect Director Malon Wilkus	For	For
9	Approve Reverse Stock Split	For	Against
10	Approve Stock Option Plan	For	Against
11	Ratify Auditors	For	For
Apartment Investment and Management Company
Meeting Date/Type	04/27/09 AGM	Security	03748R101	Shares Voted	5,885
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James N. Bailey	For	Withhold
1.2	Elect Director Terry Considine	For	For
1.3	Elect Director Richard S. Ellwood	For	Withhold
1.4	Elect Director Thomas L. Keltner	For	Withhold
1.5	Elect Director J. Landis Martin	For	Withhold
1.6	Elect Director Robert A. Miller	For	Withhold
1.7	Elect Director Michael A. Stein	For	Withhold
2	Ratify Auditors	For	For
3	Require a Majority Vote for the Election of Directors		For
Ashland Inc.
Meeting Date/Type	01/29/09 AGM	Security	44209104	Shares Voted	2,774
Record Date	12/1/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Roger W. Hale	For	For
1.2	Elect Director Vada O. Manager	For	For
1.3	Elect Director George A Schaefer, Jr.	For	For
1.4	Elect Director John F. Turner	For	For
1.5	Elect Director Mark C. Rohr	For	For
2	Ratify Auditors	For	For
3	Adopt Majority Voting for Uncontested Election of Directors	For	For
AutoNation, Inc.
Meeting Date/Type	05/06/09 AGM	Security	05329W102	Shares Voted	5,865
Record Date	3/11/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Mike Jackson	For	For
1.2	Elect Director Rick L. Burdick	For	For
1.3	Elect Director William C. Crowley	For	For
1.4	Elect Director David B. Edelson	For	For
1.5	Elect Director Kim C. Goodman	For	For
1.6	Elect Director Robert R. Grusky	For	For
1.7	Elect Director Michael E. Maroone	For	For
1.8	Elect Director Carlos A. Migoya	For	Withhold
2	Ratify Auditors	For	For
3	Amend Articles/Bylaws/Charter -- Call Special Meetings	Against	For
4	Require Independent Board Chairman	Against	For
Banco Santander S.A.
Meeting Date/Type	06/18/09 AGM	Security	05964H105	Shares Voted	6,238
Record Date	5/19/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
	Meeting for ADR Holders
1	Examination and approval of the Annual Accounts and of the Corporate Management of Banco Santander, S.A. and its Consolidated Group, all with respect to the Fiscal Wear Ended December 31, 2008	For	For
2	Application Of Results From Fiscal Year 2008	For	For
3	Re-election Of Mr. Matias Rodriguez Inciarte	For	For
4	Re-election Of Mr. Manuel Soto Serrano	For	For
5	Re-election Of Mr. Guillermo De La Dehesa Romero	For	For
6	Re-election Of Mr. Abel Matutes Juan	For	For
7	Re-election Of The Auditor Of Accounts For Fiscal Year 2009.	For	For
8	Authorize Repurchase of Shares in Accordance With Article 75 of Corporate Law; Void Authorization Granted on June 21, 2008	For	For
9	Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Accordance to Article 153 1.a) of the Spanish Corporate Law; Void Authorization Granted at the AGM held on June 21, 2008	For	For
10	Authorize Issuance of Equity or Equity-Linked Securities up to Aggregate Nominal Amount of EUR 2.04 Billion without Preemptive Rights	For	For
11	Authorize Capitalization of Reserves of 0.5: 1 Bonus Issue; Amend Article 5 Accordingly	For	For
12	Grant Board Authorization to Issue Convertible and/or Exchangeable Debt Securities without Preemptive Rights	For	For
13	Approve Bundled Incentive Plans Linked to Predetermined Requirements such as Total Return Results and EPS	For	For
14	Approve Savings Plan for Abbey National Plc' Employees and other Companies of Santander Group in the U.K.	For	For
15	Approve Issuance of 100 Shares to Employees of Sovereign Subsidiary	For	For
16	Authorize Board to Ratify and Execute Approved Resolutions	For	For
Bemis Company, Inc.
Meeting Date/Type	05/07/09 AGM	Security	81437105	Shares Voted	2,440
Record Date	3/9/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director William J. Bolton	For	For
1.2	Elect Director Barbara L. Johnson	For	For
1.3	Elect Director Paul S. Peercy	For	For
1.4	Elect Director Gene C. Wulf	For	For
2	Ratify Auditors	For	For
3	Amend Executive Incentive Bonus Plan	For	For
4	Amend Omnibus Stock Plan	For	For
5	Report on Pay Disparity	Against	Against
Big Lots, Inc.
Meeting Date/Type	05/28/09 AGM	Security	89302103	Shares Voted	3,995
Record Date	3/30/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Jeffrey P. Berger	For	For
1.2	Elect Director Steven S. Fishman	For	For
1.3	Elect Director Peter J. Hayes	For	For
1.4	Elect Director David T. Kollat	For	For
1.5	Elect Director Brenda J. Lauderback	For	For
1.6	Elect Director Philip E. Mallott	For	For
1.7	Elect Director Russell Solt	For	For
1.8	Elect Director James R. Tener	For	For
1.9	Elect Director Dennis B. Tishkoff	For	For
2	Ratify Auditors	For	For
3	Require a Majority Vote for the Election of Directors	Against	For
Cabot Oil & Gas Corp.
Meeting Date/Type	04/28/09 AGM	Security	127097103	Shares Voted	2,590
Record Date	3/10/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Rhys J. Best	For	For
1.2	Elect Director Robert Kelley	For	For
1.3	Elect Director P. Dexter Peacock	For	For
2	Increase Authorized Common Stock	For	For
3	Amend Omnibus Stock Plan	For	For
4	Ratify Auditors	For	For
CB Richard Ellis Group Inc
Meeting Date/Type	06/02/09 AGM	Security	12497T101	Shares Voted	13,420
Record Date	4/9/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Richard C. Blum	For	For
2	Elect Director Patrice M. Daniels	For	For
3	Elect Director Curtis F. Feeny	For	For
4	Elect Director Bradford M. Freeman	For	For
5	Elect Director Michael Kantor	For	For
6	Elect Director Frederic V. Malek	For	For
7	Elect Director Jane J. Su	For	For
8	Elect Director Brett White	For	For
9	Elect Director Gary L. Wilson	For	For
10	Elect Director Ray Wirta	For	For
11	Ratify Auditors	For	For
12	Approve Stock Option Exchange Program	For	Against
13	Increase Authorized Common Stock	For	For
Centex Corp.
Meeting Date/Type	07/10/08 AGM	Security	152312104	Shares Voted	6,110
Record Date	5/19/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Barbara T. Alexander	For	For
1.2	Elect Director Timothy R. Eller	For	For
1.3	Elect Director James J. Postl	For	For
2	Ratify Auditors	For	For
3	Amend Articles of Incorporation to Remove Certain Provisions	For	For
4	Approve Executive Incentive Bonus Plan	For	For
5	Amend Omnibus Stock Plan	For	For
6	Amend Omnibus Stock Plan	For	For
7	Adopt Greenhouse Gas Goals for Products and Operations	Against	For
8	Declassify the Board of Directors	Against	For
CenturyTel, Inc.
Meeting Date/Type	01/27/09 EGM	Security	156700106	Shares Voted	2,630
Record Date	12/17/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Issue Shares in Connection with Acquisition	For	For
2	Amend Charter Eliminating Enhanced Voting Rights	For	For
3	Increase Authorized Common Stock	For	For
4	Adjourn Meeting	For	For
CenturyTel, Inc.
Meeting Date/Type	05/07/09 AGM	Security	156700106	Shares Voted	2,120
Record Date	3/25/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Fred R. Nichols	For	For
1.2	Elect Director Harvey P. Perry	For	For
1.3	Elect Director Jim D. Reppond	For	For
1.4	Elect Director Joseph R. Zimmel	For	For
2	Ratify Auditors	For	For
3	Require a Majority Vote for the Election of Directors	Against	For
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
5	Report on Internet Network Management Practices Regarding Privacy and Freedom of Expression	Against	For
CF Industries Holdings, Inc.
Meeting Date/Type	04/21/09 Contest	Security	125269100	Shares Voted	1,370
Record Date	3/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
	Management Proxy (White Card)
1.1	Elect Director Stephen A. Furbacher	For	For
1.2	Elect Director David R. Harvey	For	For
1.3	Elect Director John D. Johnson	For	For
2	Ratify Auditors	For	For
3	Approve Omnibus Stock Plan	For	For
	Dissident Proxy (Green Card)
1.1	Elect Director Stephen A. Furbacher		TNA
1.2	Elect Director David R. Harvey		TNA
1.3	Elect Director John D. Johnson		TNA
2	Ratify Auditors	For	TNA
3	Approve Omnibus Stock Plan	For	TNA
Ciena Corporation
Meeting Date/Type	03/25/09 AGM	Security	171779309	Shares Voted	8,649
Record Date	1/26/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Stephen P. Bradley, Ph.D.	For	For
1.2	Elect Director Bruce L. Claflin	For	For
2	Ratify Auditors	For	For
Cintas Corp.
Meeting Date/Type	10/14/08 AGM	Security	172908105	Shares Voted	4,590
Record Date	8/19/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Gerald S. Adolph	For	Against
2	Elect Director Paul R. Carter	For	Against
3	Elect Director Gerald V. Dirvin	For	Against
4	Elect Director Richard T. Farmer	For	For
5	Elect Director Scott D. Farmer	For	For
6	Elect Director Joyce Hergenhan	For	Against
7	Elect Director Robert J. Kohlhepp	For	For
8	Elect Director David C. Phillips	For	Against
9	Elect Director Ronald W. Tysoe	For	For
10	Ratify Auditors	For	For
11	Require Independent Board Chairman	Against	For
12	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
CIT Group Inc
Meeting Date/Type	05/12/09 AGM	Security	125581108	Shares Voted	12,770
Record Date	3/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Michael A. Carpenter	For	For
2	Elect Director William M. Freeman	For	Against
3	Elect Director Susan M. Lyne	For	Against
4	Elect Director Marianne Miller Parrs	For	For
5	Elect Director Jeffrey M. Peek	For	For
6	Elect Director John R. Ryan	For	For
7	Elect Director Christopher H. Shays	For	For
8	Elect Director Seymour Sternberg	For	For
9	Elect Director Peter J. Tobin	For	For
10	Elect Director Lois M. Van Deusen	For	For
11	Ratify Auditors	For	For
12	Amend Omnibus Stock Plan	For	For
13	Amend Qualified Employee Stock Purchase Plan	For	For
14	Approve Issuance of Warrants/Convertible Debentures	For	For
15	Advisory Vote to Ratify Named Executive Officer's Compensation	For	Against
CMS Energy Corp.
Meeting Date/Type	05/22/09 AGM	Security	125896100	Shares Voted	5,735
Record Date	3/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Merribel S. Ayres	For	For
1.2	Elect Director Jon E. Barfield	For	For
1.3	Elect Director Richard M. Gabrys	For	For
1.4	Elect Director David W. Joos	For	For
1.5	Elect Director Philip R. Lochner, Jr.	For	For
1.6	Elect Director Michael T. Monahan	For	For
1.7	Elect Director Joseph F. Paquette, Jr.	For	For
1.8	Elect Director Percy A. Pierre	For	For
1.9	Elect Director Kenneth L. Way	For	For
1.10	Elect Director Kenneth Whipple	For	For
1.11	Elect Director John B. Yasinsky	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Amend Executive Incentive Bonus Plan	For	For
5	Adopt Majority Voting for Uncontested Election of Directors	For	For
Compuware Corp.
Meeting Date/Type	08/26/08 AGM	Security	205638109	Shares Voted	17,410
Record Date	6/30/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Directors Dennis W. Archer	For	For
1.2	Elect Directors Gurminder S. Bedi	For	For
1.3	Elect Directors William O. Grabe	For	For
1.4	Elect Directors William R. Halling	For	For
1.5	Elect Directors Peter Karmanos, Jr	For	For
1.6	Elect Directors Faye Alexander Nelson	For	For
1.7	Elect Directors Glenda D. Price	For	For
1.8	Elect Directors W. James Prowse	For	For
1.9	Elect Directors G. Scott Romney	For	For
2	Ratify Auditors	For	For
Constellation Brands, Inc.
Meeting Date/Type	07/17/08 AGM	Security	21036P108	Shares Voted	6,540
Record Date	5/23/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Barry A. Fromberg	For	For
1.2	Elect Director Jeananne K. Hauswald	For	For
1.3	Elect Director James A. Locke III	For	Withhold
1.4	Elect Director Thomas C. McDermott	For	For
1.5	Elect Director Peter M. Perez	For	For
1.6	Elect Director Richard Sands	For	For
1.7	Elect Director Robert Sands	For	For
1.8	Elect Director Paul L. Smith	For	For
1.9	Elect Director Peter H. Soderberg	For	For
1.10	Elect Director Mark Zupan	For	For
2	Ratify Auditors	For	For
Convergys Corp.
Meeting Date/Type	04/21/09 AGM	Security	212485106	Shares Voted	9,040
Record Date	3/4/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director John F. Barrett	For	Withhold
1.2	Elect Director Willard W. Brittain, Jr.	For	Withhold
1.3	Elect Director David F. Dougherty	For	Withhold
1.4	Elect Director Joseph E. Gibbs	For	Withhold
1.5	Elect Director Barry S. Rosenstein	For	For
2	Ratify Auditors	For	For
3	Amend Code of Regulation to Adopt Director Resignation Policy	For	For
4	Require a Majority Vote for the Election of Directors	Against	For
5	Declassify the Board of Directors	Against	For
Coventry Health Care Inc.
Meeting Date/Type	05/21/09 AGM	Security	222862104	Shares Voted	4,530
Record Date	3/23/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Daniel N. Mendelson	For	For
1.2	Elect Director Rodman W. Moorhead	For	For
1.3	Elect Director Timothy T. Weglicki	For	For
2	Amend Omnibus Stock Plan	For	For
3	Amend Omnibus Stock Plan	For	For
5	Ratify Auditors	For	For
D.R. Horton, Inc.
Meeting Date/Type	01/29/09 AGM	Security	23331A109	Shares Voted	8,230
Record Date	12/2/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Donald R. Horton	For	For
1.2	Elect Director Bradley S. Anderson	For	For
1.3	Elect Director Michael R. Buchanan	For	For
1.4	Elect Director Michael W. Hewatt	For	For
1.5	Elect Director Bob G. Scott	For	For
1.6	Elect Director Donald J. Tomnitz	For	For
1.7	Elect Director Bill W. Wheat	For	For
2	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity	Against	For
3	Require a Majority Vote for the Election of Directors	Against	For
4	Other Business	For	Against
Darden Restaurants, Inc.
Meeting Date/Type	09/12/08 AGM	Security	237194105	Shares Voted	5,570
Record Date	7/21/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Leonard L. Berry	For	For
1.2	Elect Director Odie C. Donald	For	For
1.3	Elect Director David H. Hughes	For	For
1.4	Elect Director Charles A Ledsinger, Jr.	For	For
1.5	Elect Director William M. Lewis, Jr.	For	For
1.6	Elect Director Connie Mack, III	For	For
1.7	Elect Director Andrew H. (Drew) Madsen	For	For
1.8	Elect Director Clarence Otis, Jr.	For	For
1.9	Elect Director Michael D. Rose	For	For
1.10	Elect Director Maria A. Sastre	For	For
1.11	Elect Director Jack A. Smith	For	For
2	Amend Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
Dean Foods Company
Meeting Date/Type	05/21/09 AGM	Security	242370104	Shares Voted	3,220
Record Date	3/25/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Janet Hill	For	For
1.2	Elect Director Hector M. Nevares	For	For
2	Amend Omnibus Stock Plan	For	Against
3	Ratify Auditors	For	For
Developers Diversified Realty Corp.
Meeting Date/Type	04/09/09 EGM	Security	251591103	Shares Voted	11,880
Record Date	3/6/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Issuance of Shares for a Private Placement	For	For
2	Amend Stock Ownership Limitations	For	For
3	Amend Securities Transfer Restrictions	For	For
4	Fix Number of Directors	For	For
5	Adjourn Meeting	For	For
Developers Diversified Realty Corp.
Meeting Date/Type	06/25/09 AGM	Security	251591103	Shares Voted	12,728
Record Date	4/29/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Dean S. Adler	For	For
1.2	Elect Director Terrance R. Ahern	For	For
1.3	Elect Director Robert H. Gidel	For	For
1.4	Elect Director Daniel B. Hurwitz	For	For
1.5	Elect Director Volker Kraft	For	For
1.6	Elect Director Victor B. MacFarlane	For	For
1.7	Elect Director Craig Macnab	For	For
1.8	Elect Director Scott D. Roulston	For	For
1.9	Elect Director Barry A. Sholem	For	For
1.10	Elect Director William B. Summers, Jr.	For	For
1.11	Elect Director Scott A. Wolstein	For	For
2	Increase Authorized Common Stock	For	For
3	Amend Omnibus Stock Plan	For	For
4	Ratify Auditors	For	For
Dynegy, Inc.
Meeting Date/Type	05/22/09 AGM	Security	26817G102	Shares Voted	29,000
Record Date	3/24/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director David W. Biegler	For	For
1.2	Elect Director Thomas D. Clark, Jr.	For	For
1.3	Elect Director Victor E. Grijalva	For	For
1.4	Elect Director Patricia A. Hammick	For	For
1.5	Elect Director George L. Mazanec	For	For
1.6	Elect Director Howard B. Sheppard	For	For
1.7	Elect Director William L. Trubeck	For	For
1.8	Elect Director Bruce A. Williamson	For	For
2	Ratify Auditors	For	For
3	Adopt Quantitative GHG Goals for Products and Operations	Against	For
E*Trade Financial Corp.
Meeting Date/Type	05/28/09 AGM	Security	269246104	Shares Voted	50,430
Record Date	4/20/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Michael K. Parks	For	For
1.2	Elect Director Lewis E. Randall	For	For
1.3	Elect Director Joseph L. Sclafani	For	For
1.4	Elect Director Stephen H. Willard	For	For
2	Amend Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
4	Amend Executive Bonus Program	Against	For
E.W. Scripps Co. (The)
Meeting Date/Type	07/15/08 EGM	Security	811054204	Shares Voted	3,435
Record Date	6/9/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Reverse Stock Split	For	Against
Eastman Chemical Co.
Meeting Date/Type	05/07/09 AGM	Security	277432100	Shares Voted	1,835
Record Date	3/10/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Stephen R. Demeritt	For	For
1.2	Elect Director Robert M. Hernandez	For	For
1.3	Elect Director Lewis M. Kling	For	For
1.4	Elect Director David W. Raisbeck	For	For
2	Ratify Auditors	For	For
3	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity	Against	For
4	Amend Articles/Bylaws/Charter -- Call Special Meetings	Against	For
Eastman Kodak Co.
Meeting Date/Type	05/13/09 AGM	Security	277461109	Shares Voted	10,240
Record Date	3/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Richard S. Braddock	For	For
2	Elect Director Timothy M. Donahue	For	For
3	Elect Director Michael J. Hawley	For	For
4	Elect Director William H. Hernandez	For	For
5	Elect Director Douglas R. Lebda	For	For
6	Elect Director Debra L. Lee	For	For
7	Elect Director Delano E. Lewis	For	For
8	Elect Director William G. Parrett	For	For
9	Elect Director Antonio M. Perez	For	For
10	Elect Director Dennis F. Strigl	For	For
11	Elect Director Laura D'Andrea Tyson	For	For
12	Ratify Auditors	For	For
Expedia Inc
Meeting Date/Type	06/02/09 AGM	Security	30212P105	Shares Voted	8,180
Record Date	4/9/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director A. George Battle	For	For
1.2	Elect Director Barry Diller	For	Withhold
1.3	Elect Director Jonathan L. Dolgen	For	For
1.4	Elect Director William R. Fitzgerald	For	Withhold
1.5	Elect Director Craig A. Jacobson	For	For
1.6	Elect Director Victor A. Kaufman	For	Withhold
1.7	Elect Director Peter M. Kern	For	For
1.8	Elect Director Dara Khosrowshahi	For	Withhold
1.9	Elect Director John C. Malone	For	Withhold
1.10	Elect Director Jose A. Tazon	For	For
2	Amend Omnibus Stock Plan	For	Against
3	Ratify Auditors	For	For
Family Dollar Stores, Inc.
Meeting Date/Type	01/15/09 AGM	Security	307000109	Shares Voted	5,630
Record Date	11/28/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Mark R. Bernstein	For	For
1.2	Elect Director Pamela L. Davies	For	For
1.3	Elect Director Sharon Allred Decker	For	For
1.4	Elect Director Edward C. Dolby	For	For
1.5	Elect Director Glenn A. Eisenberg	For	For
1.6	Elect Director Howard R. Levine	For	For
1.7	Elect Director George R. Mahoney, Jr.	For	For
1.8	Elect Director James G. Martin	For	For
1.9	Elect Director Harvey Morgan	For	For
1.10	Elect Director Dale C. Pond	For	For
2	Ratify Auditors	For	For
First Horizon National Corp
Meeting Date/Type	04/21/09 AGM	Security	320517105	Shares Voted	5,486
Record Date	2/20/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Mark A. Emkes	For	For
1.2	Elect Director D. Bryan Jordan	For	For
1.3	Elect Director R. Brad Martin	For	For
1.4	Elect Director Vicki R. Palmer	For	For
1.5	Elect Director William B. Sansom	For	For
2	Ratify Auditors	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	For	For
Frontier Communications Corp.
Meeting Date/Type	05/14/09 AGM	Security	35906A108	Shares Voted	6,635
Record Date	3/18/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Kathleen Q. Abernathy	For	For
1.2	Elect Director Leroy T. Barnes, Jr.	For	For
1.3	Elect Director Peter C.B. Bynoe	For	For
1.4	Elect Director Michael T. Dugan	For	For
1.5	Elect Director Jeri B. Finard	For	For
1.6	Elect Director Lawton Wehle Fitt	For	For
1.7	Elect Director William M. Kraus	For	For
1.8	Elect Director Howard L. Schrott	For	For
1.9	Elect Director Larraine D. Segil	For	For
1.10	Elect Director David H. Ward	For	For
1.11	Elect Director Myron A. Wick, III	For	For
1.12	Elect Director Mary Agnes Wilderotter	For	For
2	Approve Omnibus Stock Plan	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
4	Ratify Auditors	For	For
Gannett Co., Inc.
Meeting Date/Type	04/28/09 AGM	Security	364730101	Shares Voted	8,420
Record Date	3/2/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Craig A. Dubow	For	For
1.2	Elect Director Howard D. Elias	For	For
1.3	Elect Director Marjorie Magner	For	For
1.4	Elect Director Scott K. McCune	For	For
1.5	Elect Director Duncan M. McFarland	For	For
1.6	Elect Director Donna E. Shalala	For	For
1.7	Elect Director Neal Shapiro	For	For
1.8	Elect Director Karen Hastie Williams	For	For
2	Ratify Auditors	For	For
3	Adopt Anti Gross-up Policy	Against	For
Genworth Financial, Inc.
Meeting Date/Type	05/13/09 AGM	Security	37247D106	Shares Voted	23,820
Record Date	3/20/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Frank J. Borelli	For	For
1.2	Elect Director Michael D. Fraizer	For	For
1.3	Elect Director Nancy J. Karch	For	For
1.4	Elect Director J. Robert "Bob" Kerrey	For	For
1.5	Elect Director Risa J. Lavizzo-Mourey	For	For
1.6	Elect Director James A. Parke	For	For
1.7	Elect Director James S. Riepe	For	For
1.8	Elect Director Barrett A. Toan	For	For
1.9	Elect Director Thomas B. Wheeler	For	For
2	Approve Repricing of Options	For	For
3	Ratify Auditors	For	For
Harman International Industries, Inc.
Meeting Date/Type	12/03/08 AGM	Security	413086109	Shares Voted	1,490
Record Date	10/6/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Brian F. Carroll	For	For		��
1.2	Elect Director Hellene S. Runtagh	For	For
2	Amend Omnibus Stock Plan	For	For
3	Approve Executive Incentive Bonus Plan	For	For
Hercules Inc.
Meeting Date/Type	11/05/08 EGM	Security	427056106	Shares Voted	5,590
Record Date	9/19/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Merger Agreement	For	For
2	Adjourn Meeting	For	For
Huntington Bancshares Inc.
Meeting Date/Type	04/22/09 AGM	Security	446150104	Shares Voted	8,800
Record Date	2/18/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director John B. Gerlach, Jr.	For	Withhold
1.2	Elect Director D. James Hilliker	For	Withhold
1.3	Elect Director Jonathan A. Levy	For	For
1.4	Elect Director Gene E. Little	For	For
2	Amend Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
4	Advisory Vote to Ratify Named Executive Officers' Compensation	For	Against
IAC/InteractiveCorp.
Meeting Date/Type	08/01/08 AGM	Security	44919P300	Shares Voted	5,740
Record Date	6/17/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Edgar Bronfman, Jr.	For	Withhold
1.2	Elect Director Barry Diller	For	Withhold
1.3	Elect Director Victor A. Kaufman	For	Withhold
1.4	Elect Director Donald R. Keough	For	For
1.5	Elect Director Bryan Lourd	For	For
1.6	Elect Director John C. Malone	For	Withhold
1.7	Elect Director Arthur C. Martinez	For	For
1.8	Elect Director Steven Rattner	For	For
1.9	Elect Director Alan G. Spoon	For	For
1.10	Elect Director Diane Von Furstenberg	For	Withhold
1.11	Elect Director Michael P. Zeisser	For	Withhold
2	Approve Merger Agreement	For	Against
3	Approve Reverse Stock Split	For	Against
4	Approve Omnibus Stock Plan	For	Against
5	Ratify Auditors	For	For
IMS Health Inc.
Meeting Date/Type	05/01/09 AGM	Security	449934108	Shares Voted	3,825
Record Date	3/6/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director H. Eugene Lockhart	For	For
1.2	Elect Director Bradley T. Sheares	For	For
2	Ratify Auditors	For	For
3	Reduce Supermajority Vote Requirement	For	For
International Flavors & Fragrances Inc.
Meeting Date/Type	04/28/09 AGM	Security	459506101	Shares Voted	1,945
Record Date	3/2/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Margaret Hayes Adame	For	For
1.2	Elect Director Robert M. Amen	For	For
1.3	Elect Director Marcello Bottoli	For	For
1.4	Elect Director Linda B. Buck	For	For
1.5	Elect Director J. Michael Cook	For	For
1.6	Elect Director Peter A. Georgescu	For	For
1.7	Elect Director Alexandra A. Herzan	For	For
1.8	Elect Director Henry W. Howell, Jr	For	For
1.9	Elect Director Katherine M. Hudson	For	For
1.10	Elect Director Arthur C. Martinez	For	For
1.11	Elect Director Burton M. Tansky	For	For
1.12	Elect Director Douglas D. Tough	For	For
2	Ratify Auditors	For	For
Jabil Circuit, Inc.
Meeting Date/Type	01/22/09 AGM	Security	466313103	Shares Voted	7,120
Record Date	11/26/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Laurence S. Grafstein	For	For
1.2	Elect Director Mel S. Lavitt	For	For
1.3	Elect Director Timothy L. Main	For	For
1.4	Elect Director William D. Morean	For	For
1.5	Elect Director Lawrence J. Murphy	For	For
1.6	Elect Director Frank A. Newman	For	For
1.7	Elect Director Steven A. Raymund	For	For
1.8	Elect Director Thomas A. Sansone	For	For
1.9	Elect Director Kathleen A. Walters	For	For
2	Amend Omnibus Stock Plan	For	For
3	Amend Qualified Employee Stock Purchase Plan	For	For
4	Ratify Auditors	For	For
5	Other Business	For	Against
Janus Capital Group Inc.
Meeting Date/Type	04/30/09 AGM	Security	47102X105	Shares Voted	7,220
Record Date	3/2/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Steven L. Scheid	For	For
1.2	Elect Director Timothy K. Armour	For	For
1.3	Elect Director J. Richard Fredericks	For	For
1.4	Elect Director Lawrence E. Kochard	For	For
1.5	Elect Director Landon H. Rowland	For	For
2	Ratify Auditors	For	For
JDS Uniphase Corp.
Meeting Date/Type	11/12/08 AGM	Security	46612J507	Shares Voted	8,222
Record Date	9/12/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Richard T. Liebhaber	For	For
1.2	Elect Director Casimir S. Skrzypczak	For	Withhold
1.3	Elect Director Kevin A. DeNuccio	For	Withhold
2	Amend Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
Jones Apparel Group, Inc.
Meeting Date/Type	05/20/09 AGM	Security	480074103	Shares Voted	9,890
Record Date	3/24/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Wesley R. Card	For	For
2	Elect Director Sidney Kimmel	For	For
3	Elect Director Matthew H. Kamens	For	For
4	Elect Director J. Robert Kerrey	For	For
5	Elect Director Ann N. Reese	For	For
6	Elect Director Gerald C. Crotty	For	For
7	Elect Director Lowell W. Robinson	For	For
8	Elect Director Donna F. Zarcone	For	For
9	Elect Director Robert L. Mettler	For	For
10	Elect Director Margaret H. Georgiadis	For	For
11	Ratify Auditors	For	For
12	Approve Omnibus Stock Plan	For	For
13	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
KB Home
Meeting Date/Type	04/02/09 AGM	Security	48666K109	Shares Voted	4,250
Record Date	2/14/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Stephen F. Bollenbach	For	For
1.2	Elect Director Timothy W. Finchem	For	For
1.3	Elect Director Kenneth M. Jastrow, II	For	For
1.4	Elect Director Robert L. Johnson	For	For
1.5	Elect Director Melissa Lora	For	For
1.6	Elect Director Michael G. McCaffery	For	For
1.7	Elect Director Jeffrey T. Mezger	For	For
2	Ratify Auditors	For	For
3	Approve Stock Ownership Limitations	For	For
4	Approve Shareholder Rights Plan (Poison Pill)	For	For
5	Approve Executive Incentive Bonus Plan	For	For
6	Pay For Superior Performance	Against	For
7	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
8	Adopt Principles for Health Care Reform	Against	Against
King Pharmaceuticals Inc.
Meeting Date/Type	06/04/09 AGM	Security	495582108	Shares Voted	5,455
Record Date	3/30/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director R. Charles Moyer	For	For
1.2	Elect Director D. Gregory Rooker	For	For
1.3	Elect Director Ted G. Wood	For	For
1.4	Elect Director E.W. Deavenport, Jr.	For	For
1.5	Elect Director Elizabeth M. Greetham	For	For
2	Ratify Auditors	For	For
3	Require a Majority Vote for the Election of Directors	Against	For
Leggett & Platt, Inc.
Meeting Date/Type	05/07/09 AGM	Security	524660107	Shares Voted	3,815
Record Date	3/5/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Ralph W. Clark	For	For
2	Elect Director R. Ted Enloe, III	For	For
3	Elect Director Richard T. Fisher	For	For
4	Elect Director Karl G. Glassman	For	For
5	Elect Director David S. Haffner	For	For
6	Elect Director Joseph W. McClanathan	For	For
7	Elect Director Judy C. Odom	For	For
8	Elect Director Maurice E. Purnell, Jr.	For	For
9	Elect Director Phoebe A. Wood	For	For
10	Ratify Auditors	For	For
11	Approve Executive Incentive Bonus Plan	For	For
12	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity	Against	For
Lennar Corp.
Meeting Date/Type	04/15/09 AGM	Security	526057104	Shares Voted	6,140
Record Date	2/19/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Irving Bolotin	For	For
1.2	Elect Director Steven L. Gerard	For	For
1.3	Elect Director Sherrill W. Hudson	For	For
1.4	Elect Director R. Kirk Landon	For	For
1.5	Elect Director Sidney Lapidus	For	For
1.6	Elect Director Stuart A. Miller	For	For
1.7	Elect Director Donna E. Shalala	For	For
1.8	Elect Director Jeffrey Sonnenfeld	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	Against
4	Adopt Quantitative GHG Goals for Products and Operations	Against	For
Lexmark International, Inc.
Meeting Date/Type	04/23/09 AGM	Security	529771107	Shares Voted	2,150
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Michael J. Maples	For	For
1.2	Elect Director Stephen R. Hardis	For	For
1.3	Elect Director William R. Fields	For	For
1.4	Elect Director Robert Holland, Jr.	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
Limited Brands
Meeting Date/Type	05/28/09 AGM	Security	532716107	Shares Voted	6,710
Record Date	3/30/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James L. Heskett	For	For
1.2	Elect Director Allan R. Tessler	For	For
1.3	Elect Director Abigail S. Wexner	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Declassify the Board of Directors		For
LSI Corp
Meeting Date/Type	05/14/09 AGM	Security	502161102	Shares Voted	17,620
Record Date	3/17/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Charles A. Haggerty	For	For
2	Elect Director Richard S. Hill	For	For
3	Elect Director John H.F. Miner	For	For
4	Elect Director Arun Netravali	For	For
5	Elect Director Matthew J. O?Rourke	For	For
6	Elect Director Gregorio Reyes	For	For
7	Elect Director Michael G. Strachan	For	For
8	Elect Director Abhijit Y. Talwalkar	For	For
9	Elect Director Susan Whitney	For	For
10	Ratify Auditors	For	For
11	Amend Executive Incentive Bonus Plan	For	For
Massey Energy Company
Meeting Date/Type	05/19/09 AGM	Security	576206106	Shares Voted	4,880
Record Date	3/20/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James B. Crawford	For	For
1.2	Elect Director E. Gordon Gee	For	For
1.3	Elect Director Lady Judge	For	Withhold
1.4	Elect Director Stanley C. Suboleski	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Report on Implementation of EPA Settlement Reforms and CSR Commitments	Against	For
5	Adopt Report on Plans to Reduce Greenhouse Gas from Products and Operations	Against	For
6	Provide Early Disclosure of Shareholder Proposal Voting Results	Against	For
MBIA Inc.
Meeting Date/Type	05/07/09 AGM	Security	55262C100	Shares Voted	14,250
Record Date	3/10/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Joseph W. Brown	For	For
1.2	Elect Director David A. Coulter	For	For
1.3	Elect Director Claire L. Gaudiani	For	For
1.4	Elect Director Daniel P. Kearney	For	For
1.5	Elect Director Kewsong Lee	For	For
1.6	Elect Director Laurence H. Meyer	For	For
1.7	Elect Director Charles R. Rinehart	For	For
1.8	Elect Director John A. Rolls	For	For
1.9	Elect Director Richard C. Vaughan	For	For
2	Amend Omnibus Stock Plan	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	For	Against
4	Advisory Vote to Ratify Named Executive Officers' Compensation	For	Against
5	Ratify Auditors	For	For
MeadWestvaco Corp.
Meeting Date/Type	04/27/09 AGM	Security	583334107	Shares Voted	6,020
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Michael E. Campbell	For	For
1.2	Elect Director Thomas W. Cole, Jr.	For	For
1.3	Elect Director James G. Kaiser	For	For
1.4	Elect Director Richard B. Kelson	For	For
1.5	Elect Director James M. Kilts	For	For
1.6	Elect Director Susan J. Kropf	For	For
1.7	Elect Director Douglas S. Luke	For	For
1.8	Elect Director John A. Luke, Jr.	For	For
1.9	Elect Director Robert C. McCormack	For	For
1.10	Elect Director Timothy H. Powers	For	For
1.11	Elect Director Edward M. Straw	For	For
1.12	Elect Director Jane L. Warner	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Amend Articles/Bylaws/Charter -- Call Special Meetings	Against	For
Meredith Corp.
Meeting Date/Type	11/05/08 AGM	Security	589433101	Shares Voted	2,015
Record Date	9/11/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Alfred H. Drewes	For	For
1.2	Elect Director David J. Londoner	For	For
1.3	Elect Director Philip A. Marineau	For	For
1.4	Elect Director Elizabeth E. Tallett	For	For
2	Ratify Auditors	For	For
3	Amend Qualified Employee Stock Purchase Plan	For	For
4	Report on Sustainable Paper Purchasing	Against	For
Molex Incorporated
Meeting Date/Type	10/31/08 AGM	Security	608554101	Shares Voted	3,955
Record Date	9/2/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Edgar D. Jannotta	For	For
1.2	Elect Director John H. Krehbiel, Jr.	For	For
1.3	Elect Director Donald G. Lubin	For	For
1.4	Elect Director Robert J. Potter	For	For
2	Approve Executive Incentive Bonus Plan	For	For
3	Approve Omnibus Stock Plan	For	For
4	Ratify Auditors	For	For
Monster Worldwide, Inc.
Meeting Date/Type	06/22/09 AGM	Security	611742107	Shares Voted	4,790
Record Date	4/23/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Salvatore Iannuzzi	For	For
1.2	Elect Director Robert J. Chrenc	For	For
1.3	Elect Director John Gaulding	For	For
1.4	Elect Director Edmund P. Giambastiani, Jr.	For	For
1.5	Elect Director Ronald J. Kramer	For	For
1.6	Elect Director Roberto Tunioli	For	For
1.7	Elect Director Timothy T. Yates	For	For
2	Amend Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
Newell Rubbermaid Inc.
Meeting Date/Type	05/05/09 AGM	Security	651229106	Shares Voted	6,890
Record Date	3/13/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Thomas E. Clarke	For	For
1.2	Elect Director Domenico De Sole	For	For
1.3	Elect Director Elizabeth Cuthbert-Millett	For	For
1.4	Elect Director Steven J. Strobel	For	For
2	Ratify Auditors	For	For
Nicor Inc.
Meeting Date/Type	04/23/09 AGM	Security	654086107	Shares Voted	1,665
Record Date	2/24/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Robert M. Beavers, Jr.	For	For
1.2	Elect Director Bruce P. Bickner	For	For
1.3	Elect Director John H. Birdsall, III	For	For
1.4	Elect Director Norman R Bobins	For	For
1.5	Elect Director Brenda J. Gaines	For	For
1.6	Elect Director Raymond A. Jean	For	For
1.7	Elect Director Dennis J. Keller	For	For
1.8	Elect Director R. Eden Martin	For	For
1.9	Elect Director Georgia R. Nelson	For	For
1.10	Elect Director Armando J. Olivera	For	For
1.11	Elect Director John Rau	For	For
1.12	Elect Director John C. Staley	For	For
1.13	Elect Director Russ M. Strobel	For	For
2	Ratify Auditors	For	For
Nordstrom, Inc.
Meeting Date/Type	05/19/09 AGM	Security	655664100	Shares Voted	5,060
Record Date	3/11/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Phyllis J. Campbell	For	For
2	Elect Director Enrique Hernandez, Jr.	For	For
3	Elect Director Robert G. Miller	For	For
4	Elect Director Blake W. Nordstrom	For	For
5	Elect Director Erik B. Nordstrom	For	For
6	Elect Director Peter E. Nordstrom	For	For
7	Elect Director Philip G. Satre	For	For
8	Elect Director Robert D. Walter	For	For
9	Elect Director Alison A. Winter	For	For
10	Ratify Auditors	For	For
11	Approve Executive Incentive Bonus Plan	For	For
Novell, Inc.
Meeting Date/Type	04/06/09 AGM	Security	670006105	Shares Voted	14,905
Record Date	2/13/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Albert Aiello	For	For
1.2	Elect Director Fred Corrado	For	For
1.3	Elect Director Richard L. Crandall	For	For
1.4	Elect Director Gary G. Greenfield	For	For
1.5	Elect Director Judith H. Hamilton	For	For
1.6	Elect Director Ronald W. Hovsepian	For	For
1.7	Elect Director Patrick S. Jones	For	For
1.8	Elect Director Claudine B. Malone	For	For
1.9	Elect Director Richard L. Nolan	For	For
1.10	Elect Director Thomas G. Plaskett	For	For
1.11	Elect Director John W. Poduska, Sr	For	For
1.12	Elect Director Kathy Brittain White	For	For
2	Approve Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
Novellus Systems, Inc.
Meeting Date/Type	05/12/09 AGM	Security	670008101	Shares Voted	4,700
Record Date	3/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Richard S. Hill	For	For
1.2	Elect Director Neil R. Bonke	For	For
1.3	Elect Director Youssef A. El-Mansy	For	For
1.4	Elect Director J. David Litster	For	For
1.5	Elect Director Yoshio Nishi	For	For
1.6	Elect Director Glen G. Possley	For	For
1.7	Elect Director Ann D. Rhoads	For	For
1.8	Elect Director William R. Spivey	For	For
1.9	Elect Director Delbert A. Whitaker	For	For
2	Amend Omnibus Stock Plan	For	For
3	Amend Qualified Employee Stock Purchase Plan	For	For
4	Amend Executive Incentive Bonus Plan	For	For
5	Ratify Auditors	For	For
Office Depot, Inc.
Meeting Date/Type	04/22/09 AGM	Security	676220106	Shares Voted	19,460
Record Date	3/3/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Lee A. Ault III	For	For
1.2	Elect Director Neil R. Austrian	For	For
1.3	Elect Director David W. Bernauer	For	For
1.4	Elect Director Marsha J. Evans	For	For
1.5	Elect Director David I. Fuente	For	For
1.6	Elect Director Brenda J. Gaines	For	For
1.7	Elect Director Myra M. Hart	For	For
1.8	Elect Director W. Scott Hedrick	For	For
1.9	Elect Director Kathleen Mason	For	For
1.10	Elect Director Michael J. Myers	For	For
1.11	Elect Director Steve Odland	For	For
2	Ratify Auditors	For	For
3	Amend Bylaws -- Call Special Meetings	Against	For
4	Reimburse Proxy Contest Expenses	Against	For
5	Require Independent Board Chairman	Against	For
Pall Corp.
Meeting Date/Type	11/19/08 AGM	Security	696429307	Shares Voted	2,740
Record Date	9/30/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Cheryl W. Grisé	For	For
1.2	Elect Director Ulric S. Haynes, Jr.	For	For
1.3	Elect Director Ronald L. Hoffman	For	For
1.4	Elect Edwin W. Martin, Jr.	For	For
1.5	Elect Director Katharine L. Plourde	For	For
1.6	Elect Director Heywood Shelley	For	For
1.7	Elect Director Edward Travaglianti	For	For
2	Ratify Auditors	For	For
3	Amend Restricted Stock Plan	For	For
4	Amend Omnibus Stock Plan	For	For
Patterson Companies Inc.
Meeting Date/Type	09/08/08 AGM	Security	703395103	Shares Voted	4,555
Record Date	7/11/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Ronald E. Ezerski	For	For
1.2	Elect Director Andre B. Lacy	For	For
2	Approve Profit Sharing Plan	For	For
3	Ratify Auditors	For	For
PerkinElmer, Inc.
Meeting Date/Type	04/28/09 AGM	Security	714046109	Shares Voted	4,150
Record Date	3/2/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Robert F. Friel	For	For
1.2	Elect Director Nicholas A. Lopardo	For	For
1.3	Elect Director Alexis P. Michas	For	For
1.4	Elect Director James C. Mullen	For	For
1.5	Elect Director Vicki L. Sato	For	For
1.6	Elect Director Gabriel Schmergel	For	For
1.7	Elect Director Kenton J. Sicchitano	For	For
1.8	Elect Director Patrick J. Sullivan	For	For
1.9	Elect Director G. Robert Tod	For	For
2	Ratify Auditors	For	For
3	Approve Omnibus Stock Plan	For	For
Pioneer Natural Resources Co.
Meeting Date/Type	06/17/09 AGM	Security	723787107	Shares Voted	4,160
Record Date	4/22/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Thomas D. Arthur	For	For
1.2	Elect Director Andrew F. Cates	For	For
1.3	Elect Director Scott J. Reiman	For	For
1.4	Elect Director Scott D. Sheffield	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	Against
4	Amend Omnibus Stock Plan	For	For
Polo Ralph Lauren Corp.
Meeting Date/Type	08/07/08 AGM	Security	731572103	Shares Voted	2,500
Record Date	6/23/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Frank A. Bennack, Jr.	For	For
1.2	Elect Joel L. Fleishman	For	For
1.3	Elect Terry S. Semel	For	Withhold
3	Ratify Auditors	For	For
Pulte Homes Inc.
Meeting Date/Type	05/14/09 AGM	Security	745867101	Shares Voted	5,300
Record Date	3/17/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Debra J. Kelly-Ennis	For	Withhold
1.2	Elect Director Bernard W. Reznicek	For	Withhold
1.3	Elect Director Richard G. Wolford	For	Withhold
2	Amend Stock Ownership Limitations	For	Against
3	Amend Omnibus Stock Plan	For	Against
4	Ratify Auditors	For	For
5	Require a Majority Vote for the Election of Directors	Against	For
6	Declassify the Board of Directors	Against	For
7	Require Independent Board Chairman	Against	For
8	Performance-Based Equity Awards	Against	For
9	Advisory Vote to Ratify Named Executive Officers' Compensation	Against	For
10	Report on Pay Disparity	Against	Against
QLogic Corp.
Meeting Date/Type	08/28/08 AGM	Security	747277101	Shares Voted	10,885
Record Date	7/7/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director H.K. Desai	For	For
1.2	Elect Director Joel S. Birnbaum	For	For
1.3	Elect Director James R. Fiebiger	For	For
1.4	Elect Director Balakrishnan S. Iyer	For	For
1.5	Elect Director Kathryn B. Lewis	For	For
1.6	Elect Director George D. Wells	For	For
2	Amend Omnibus Stock Plan	For	For
3	Amend Qualified Employee Stock Purchase Plan	For	For
4	Ratify Auditors	For	For
R. R. Donnelley & Sons Co.
Meeting Date/Type	05/21/09 AGM	Security	257867101	Shares Voted	4,960
Record Date	4/3/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Thomas J. Quinlan, III	For	For
2	Elect Director Stephen M. Wolf	For	For
3	Elect Director Lee A. Chaden	For	For
4	Elect Director E.V. (Rick) Goings	For	For
5	Elect Director Judith H. Hamilton	For	For
6	Elect Director Susan M. Ivey	For	For
7	Elect Director Thomas S. Johnson	For	For
8	Elect Director John C. Pope	For	For
9	Elect Director Michael T. Riordan	For	For
10	Elect Director Oliver R. Sockwell	For	For
11	Ratify Auditors	For	For
12	Report on Sustainable Forestry	Against	Against
13	Amend Articles/Bylaws/Charter -- Call Special Meetings	Against	For
Radioshack Corp.
Meeting Date/Type	05/21/09 AGM	Security	750438103	Shares Voted	4,855
Record Date	3/24/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Frank J. Belatti	For	For
2	Elect Director Julian C. Day	For	For
3	Elect Director Daniel R. Feehan	For	For
4	Elect Director H. Eugene Lockhart	For	For
5	Elect Director Jack L. Messman	For	For
6	Elect Director Thomas G. Plaskett	For	For
7	Elect Director Edwina D. Woodbury	For	For
8	Ratify Auditors	For	For
9	Approve Executive Incentive Bonus Plan	For	For
10	Approve Omnibus Stock Plan	For	For
Rowan Companies, Inc.
Meeting Date/Type	05/05/09 AGM	Security	779382100	Shares Voted	3,640
Record Date	3/9/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Thomas R. Hix	For	For
1.2	Elect Director Robert E. Kramek	For	For
1.3	Elect Director Frederick R. Lausen	For	For
1.4	Elect Director Lawrence J. Ruisi	For	For
2	Approve Omnibus Stock Plan	For	For
3	Ratify Auditors	For	For
Ryder System, Inc.
Meeting Date/Type	05/01/09 AGM	Security	783549108	Shares Voted	1,490
Record Date	3/6/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James S. Beard	For	For
1.2	Elect Director John M. Berra	For	For
1.3	Elect Director Luis P. Nieto, Jr.	For	For
1.4	Elect Director E. Follin Smith	For	For
1.5	Elect Director Gregory T. Swienton	For	For
2	Ratify Auditors	For	For
Sandisk Corp.
Meeting Date/Type	05/27/09 AGM	Security	80004C101	Shares Voted	7,020
Record Date	3/30/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Dr. Eli Harari	For	For
1.2	Elect Director Irwin Federman	For	Withhold
1.3	Elect Director Steven J. Gomo	For	For
1.4	Elect Director Eddy W. Hartenstein	For	For
1.5	Elect Director Catherine P. Lego	For	For
1.6	Elect Director Michael E. Marks	For	Withhold
1.7	Elect Director Dr. James D. Meindl	For	Withhold
2	Ratify Auditors	For	For
3	Eliminate Cumulative Voting	For	For
4	Amend Omnibus Stock Plan	For	For
5	Amend Omnibus Stock Plan	For	For
6	Require a Majority Vote for the Election of Directors	Against	For
7	Prepare Sustainability Report	Against	For
Scripps Networks Interactive Inc.
Meeting Date/Type	04/29/09 AGM	Security	811065101	Shares Voted	2,435
Record Date	3/5/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director David A. Galloway	For	Withhold
1.2	Elect Director Dale Pond	For	Withhold
1.3	Elect Director Ronald W. Tysoe	For	Withhold
Sealed Air Corporation
Meeting Date/Type	05/20/09 AGM	Security	81211K100	Shares Voted	3,875
Record Date	3/23/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Hank Brown	For	For
2	Elect Director Michael Chu	For	For
3	Elect Director Lawrence R. Codey	For	For
4	Elect Director T. J. Dermot Dunphy	For	For
5	Elect Director Charles F. Farrell, Jr.	For	For
6	Elect Director William V. Hickey	For	For
7	Elect Director Jacqueline B. Kosecoff	For	For
8	Elect Director Kenneth P. Manning	For	For
9	Elect Director William J. Marino	For	For
10	Ratify Auditors	For	For
Sears Holdings Corporation
Meeting Date/Type	05/04/09 AGM	Security	812350106	Shares Voted	1,730
Record Date	3/6/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director William C. Crowley	For	For
1.2	Elect Director Edward S. Lampert	For	For
1.3	Elect Director Steven T. Mnuchin	For	For
1.4	Elect Director Ann N. Reese	For	For
1.5	Elect Director Kevin B. Rollins	For	For
1.6	Elect Director Emily Scott	For	For
1.7	Elect Director Thomas J. Tisch	For	For
2	Ratify Auditors	For	For
Snap-on Incorporated
Meeting Date/Type	04/23/09 AGM	Security	833034101	Shares Voted	1,470
Record Date	2/23/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Bruce S. Chelberg	For	For
1.2	Elect Director Karen L. Daniel	For	For
1.3	Elect Director Nathan J. Jones	For	For
1.4	Elect Director Arthur L. Kelly	For	For
2	Ratify Auditors	For	For
Sovereign Bancorp, Inc.
Meeting Date/Type	01/28/09 EGM	Security	845905108	Shares Voted	9,550
Record Date	12/19/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Merger Agreement	For	For
2	Adjourn Meeting	For	For
TECO Energy, Inc.
Meeting Date/Type	04/29/09 AGM	Security	872375100	Shares Voted	4,690
Record Date	2/20/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Sherrill W. Hudson	For	For
1.2	Elect Director Joseph P. Lacher	For	For
1.3	Elect Director Loretta A. Penn	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Declassify the Board of Directors	Against	For
Tellabs, Inc.
Meeting Date/Type	05/01/09 AGM	Security	879664100	Shares Voted	14,075
Record Date	3/2/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Bo Hedfors	For	For
1.2	Elect Director Michael E. Lavin	For	For
1.3	Elect Director Jan H. Suwinski	For	For
2	Ratify Auditors	For	For
Tenet Healthcare Corp.
Meeting Date/Type	05/06/09 AGM	Security	88033G100	Shares Voted	50,425
Record Date	3/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director John Ellis "Jeb" Bush	For	For
1.2	Elect Director Trevor Fetter	For	For
1.3	Elect Director Brenda J. Gaines	For	For
1.4	Elect Director Karen M. Garrison	For	For
1.5	Elect Director Edward A. Kangas	For	For
1.6	Elect Director J. Robert Kerrey	For	For
1.7	Elect Director Floyd D. Loop	For	For
1.8	Elect Director Richard R. Pettingill	For	For
1.9	Elect Director James A. Unruh	For	For
1.10	Elect Director J. McDonald Williams	For	For
2	Ratify Auditors	For	For
3	Pay For Superior Performance	Against	For
Teradata Corporation
Meeting Date/Type	04/28/09 AGM	Security	88076W103	Shares Voted	3,930
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Peter L. Fiore	For	For
1.2	Elect Director Michael F. Koehler	For	For
1.3	Elect Director James M. Ringler	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Approve Executive Incentive Bonus Plan	For	For
Teradyne, Inc.
Meeting Date/Type	05/28/09 AGM	Security	880770102	Shares Voted	13,740
Record Date	4/3/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James W. Bagley	For	For
1.2	Elect Director Michael A. Bradley	For	For
1.3	Elect Director Albert Carnesale	For	For
1.4	Elect Director Edwin J. Gillis	For	For
1.5	Elect Director Vincent M. O'Reilly	For	For
1.6	Elect Director Paul J. Tufano	For	For
1.7	Elect Director Roy A. Vallee	For	For
1.8	Elect Director Patricia S. Wolpert	For	For
2	Amend Omnibus Stock Plan	For	For
3	Amend Qualified Employee Stock Purchase Plan	For	For
4	Ratify Auditors	For	For
Tesoro Corp.
Meeting Date/Type	05/06/09 AGM	Security	881609101	Shares Voted	5,110
Record Date	3/12/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director John F. Bookout, III	For	For
1.2	Elect Director Rodney F. Chase	For	For
1.3	Elect Director Robert W. Goldman	For	For
1.4	Elect Director Steven H. Grapstein	For	For
1.5	Elect Director William J. Johnson	For	For
1.6	Elect Director J.W. (Jim) Nokes	For	For
1.7	Elect Director Donald H. Schmude	For	For
1.8	Elect Director Bruce A. Smith	For	For
1.9	Elect Director Michael E. Wiley	For	For
2	Ratify Auditors	For	For
The Black & Decker Corp.
Meeting Date/Type	04/30/09 AGM	Security	91797100	Shares Voted	1,380
Record Date	2/24/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Nolan D. Archibald	For	For
1.2	Elect Director Norman R. Augustine	For	For
1.3	Elect Director Barbara L. Bowles	For	For
1.4	Elect Director George W. Buckley	For	For
1.5	Elect Director M. Anthony Burns	For	For
1.6	Elect Director Kim B. Clark	For	For
1.7	Elect Director Manuel A. Fernandez	For	For
1.8	Elect Director Benjamin H. Griswold IV	For	For
1.9	Elect Director Anthony Luiso	For	For
1.10	Elect Director Robert L. Ryan	For	For
1.11	Elect Director Mark H. Willes	For	For
2	Ratify Auditors	For	For
The Estee Lauder Companies Inc.
Meeting Date/Type	11/07/08 AGM	Security	518439104	Shares Voted	2,545
Record Date	9/16/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Charlene Barshefsky	For	For
1.2	Elect Director Leonard A. Lauder	For	Withhold
1.3	Elect Director Ronald S. Lauder	For	For
2	Approve Executive Incentive Bonus Plan	For	For
3	Ratify Auditors	For	For
The Goodyear Tire & Rubber Co.
Meeting Date/Type	04/07/09 AGM	Security	382550101	Shares Voted	11,290
Record Date	2/13/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James C. Boland	For	For
1.2	Elect Director James A. Firestone	For	For
1.3	Elect Director Robert J. Keegan	For	For
1.4	Elect Director W. Alan McCollough	For	For
1.5	Elect Director Denise M. Morrison	For	For
1.6	Elect Director Rodney O'Neal	For	For
1.7	Elect Director Shirley D. Peterson	For	For
1.8	Elect Director Stephanie A. Streeter	For	For
1.9	Elect Director G. Craig Sullivan	For	For
1.10	Elect Director Thomas H. Weidemeyer	For	For
1.11	Elect Director Michael R. Wessel	For	For
2	Adopt Majority Voting for Uncontested Election of Directors	For	For
3	Amend Code of Regulations	For	For
4	Ratify Auditors	For	For
The Interpublic Group of Companies, Inc.
Meeting Date/Type	05/28/09 AGM	Security	460690100	Shares Voted	13,455
Record Date	4/6/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Elect Director Frank J. Borelli	For	For
2	Elect Director Reginald K. Brack	For	For
3	Elect Director Jocelyn Carter-Miller	For	For
4	Elect Director Jill M. Considine	For	For
5	Elect Director Richard A. Goldstein	For	For
6	Elect Director Mary J. Steele Guilfoile	For	For
7	Elect Director H. John Greeniaus	For	For
8	Elect Director William T. Kerr	For	For
9	Elect Director Michael I. Roth	For	For
10	Elect Director David M. Thomas	For	For
11	Approve Omnibus Stock Plan	For	Against
12	Approve Non-Employee Director Omnibus Stock Plan	For	For
13	Ratify Auditors	For	For
14	Amend Articles/Bylaws/Charter -- Call Special Meetings	Against	For
The Manitowoc Company, Inc.
Meeting Date/Type	05/05/09 AGM	Security	563571108	Shares Voted	7,780
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Cynthia M. Egnotovich	For	For
1.2	Elect Director James L. Packard	For	For
2	Ratify Auditors	For	For
The New York Times Co.
Meeting Date/Type	04/23/09 AGM	Security	650111107	Shares Voted	7,910
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Scott Galloway	For	For
1.2	Elect Director William E. Kennard	For	For
1.3	Elect Director James A. Kohlberg	For	For
1.4	Elect Director David E. Liddle	For	For
1.5	Elect Director Ellen R. Marram	For	For
2	Ratify Auditors	For	For
The Stanley Works
Meeting Date/Type	04/23/09 AGM	Security	854616109	Shares Voted	1,695
Record Date	2/27/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Patrick D. Campbell	For	Withhold
1.2	Elect Director Eileen S. Kraus	For	Withhold
1.3	Elect Director Lawrence A. Zimmerman	For	Withhold
2	Ratify Auditors	For	For
3	Approve Omnibus Stock Plan	For	For
4	Declassify the Board of Directors	Against	For
The Washington Post Co.
Meeting Date/Type	05/14/09 AGM	Security	939640108	Shares Voted	145
Record Date	3/9/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Christopher C. Davis	For	For
1.2	Elect Director John L. Dotson Jr.	For	For
1.3	Elect Director Ronald L. Olson	For	Withhold
2	Amend Omnibus Stock Plan	For	For
Titanium Metals Corp.
Meeting Date/Type	05/11/09 AGM	Security	888339207	Shares Voted	6,580
Record Date	3/31/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Keith R. Coogan	For	For
1.2	Elect Director Glenn R. Simmons	For	For
1.3	Elect Director Harold C. Simmons	For	For
1.4	Elect Director Thomas P. Stafford	For	For
1.5	Elect Director Steven L. Watson	For	For
1.6	Elect Director Terry N. Worrell	For	For
1.7	Elect Director Paul J. Zucconi	For	For
Total System Services, Inc.
Meeting Date/Type	04/29/09 AGM	Security	891906109	Shares Voted	4,810
Record Date	2/19/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director James H. Blanchard	For	For
1.2	Elect Director Richard Y. Bradley	For	For
1.3	Elect Director Walter W. Driver, Jr.	For	For
1.4	Elect Director Gardiner W. Garrard, Jr.	For	For
1.5	Elect Director W. Walter Miller, Jr.	For	For
2	Declassify the Board of Directors	For	For
2	Ratify Auditors	For	For
Tyson Foods, Inc.
Meeting Date/Type	02/06/09 AGM	Security	902494103	Shares Voted	7,085
Record Date	12/12/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Don Tyson	For	For
1.2	Elect Director John Tyson	For	For
1.3	Elect Director Richard L. Bond	For	For
1.4	Elect Director Lloyd V. Hackley	For	Withhold
1.5	Elect Director Jim Kever	For	For
1.6	Elect Director Kevin M. McNamara	For	Withhold
1.7	Elect Director Brad T. Sauer	For	For
1.8	Elect Director Jo Ann R. Smith	For	For
1.9	Elect Director Barbara A. Tyson	For	For
1.10	Elect Director Albert C. Zapanta	For	Withhold
2	Ratify Auditors	For	For
3	Disclose GHG Emissions Caused by Individual Products via Product Packaging	Against	Against
4	Phase out Use of Gestation Crates	Against	Against
Unisys Corp.
Meeting Date/Type	07/24/08 AGM	Security	909214108	Shares Voted	32,680
Record Date	5/30/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director J. P. Bolduc	For	For
1.2	Elect Director James J. Duderstadt	For	For
1.3	Elect Director Matthew J. Espe	For	For
1.4	Elect Director Denise K. Fletcher	For	For
1.5	Elect Director Clay B. Lifflander	For	For
2	Ratify Auditors	For	For
Watson Pharmaceuticals, Inc.
Meeting Date/Type	05/08/09 AGM	Security	942683103	Shares Voted	2,180
Record Date	3/20/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Ronald R. Taylor	For	For
1.2	Elect Director Andrew L. Turner	For	For
1.3	Elect Director Jack Michelson	For	For
2	Ratify Auditors	For	For
Wendy's International, Inc.
Meeting Date/Type	09/15/08 EGM	Security	950590109	Shares Voted	5,980
Record Date	8/5/2008
Ballot Issues		Mgmt	Vote
		Rec	Cast
1	Approve Merger Agreement	For	For
2	Adjourn Meeting	For	For
Whole Foods Market, Inc.
Meeting Date/Type	03/16/09 AGM	Security	966837106	Shares Voted	7,140
Record Date	1/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director John B. Elstrott	For	For
1.2	Elect Director Gabrielle E. Greene	For	For
1.3	Elect Director Hass Hassan	For	For
1.4	Elect Director Stephanie Kugelman	For	For
1.5	Elect Director John P. Mackey	For	For
1.6	Elect Director Morris J. Siegel	For	For
1.7	Elect Director Ralph Z. Sorenson	For	For
1.8	Elect Director William A. (Kip) Tindell, III	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Amend Omnibus Stock Plan	For	For
5	Amend Qualified Employee Stock Purchase Plan	For	For
6	Require Independent Board Chairman	Against	For
7	Reduce Supermajority Vote Requirement	Against	For
8	Reincorporate in Another State from Texas to North Dakota	Against	Against
Wyndham Worldwide Corp
Meeting Date/Type	05/12/09 AGM	Security	98310W108	Shares Voted	8,850
Record Date	3/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Stephen P. Holmes	For	For
1.2	Elect Director Myra J. Biblowit	For	For
1.3	Elect Director Pauline D.E. Richards	For	For
2	Ratify Auditors	For	For
3	Amend Omnibus Stock Plan	For	For
4	Eliminate or Restrict Severance Agreements (Change-in-Control)	Against	For
5	Require Independent Board Chairman	Against	For
Wynn Resorts Ltd
Meeting Date/Type	05/05/09 AGM	Security	983134107	Shares Voted	1,590
Record Date	3/16/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
1.1	Elect Director Linda Chen	For	For
1.2	Elect Director Elaine P. Wynn	For	For
1.3	Elect Director John A. Moran	For	Withhold
2	Ratify Auditors	For	For
XL Capital Ltd.
Meeting Date/Type	04/24/09 AGM	Security	G98255105	Shares Voted	18,220
Record Date	3/2/2009
Ballot Issues		Mgmt	Vote
		Rec	Cast
	Meeting for Holders of Class A Ordinary Shares
1.1	Elect Dale R. Comey as a Director	For	For
1.2	Elect Robert R. Glauber as a Director	For	For
1.3	Elect G. Thompson Hutton as a Director	For	For
2	Amend 1991 Peformance Incentive Program	For	For
3	Amend Directors Stock & Option Plan	For	For
4	Ratify PriceWaterhouseCoopers LLP as Auditors	For	For

SIGNATURES

[See General Instruction F]

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

(Registrant) The Flex-funds                                                

By (Signature and Title)*_/s/ Bruce E. McKibben, Treasurer

Date                                                                                                                                          

* Print the name and title of each signing officer under his or her signature.