Timothy Plan Small Cap Value Fund (TPLNX) N-PX Annual report of proxy voting record

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: 811-08228
 
 
 

The Timothy Plan
(Exact name of registrant as specified in charter)
 

1055 Maitland Center Commons, Maitland, FL 32751

(Address of principal executive offices) (Zip code)
 

Art Ally

1055 Maitland Center Commons, Maitland, FL 32751

(Name and address of agent for service)
 

Registrant's telephone number, including area code: 407-644-1986

Date of reporting period: 07/01/08 - 06/30/09

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 (Secs. 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. Sec. 3507.

FORM N-PX

Annual Report of Proxy Voting Record of Registered Management Investment Company

Fund/Fund Family Name: Timothy Aggressive Growth Fund/ The Timothy Plan

Date of Fiscal Year End: 12/31

Date of Reporting Period: July 1, 2008 – June 30, 2009
 

Timothy Aggressive Growth Fund

Security Name	Ticker	Security ID	Meeting Date	Description of Matter/Proposal	Proposed by Mgt (M) or SH (S)	Vote? (Yes or No)	Vote For, Against or Abstain	Fund Cast its Vote For or Against Management
Interactive Brokers Group.	IBKR	45841N107	7/8/08
				1 Elect Directors	M	Split
				1.1 Elect Director Thomas Peterffy	M	Yes	Against	Against
				1.2 Elect Director Earl H. Nemser	M	Yes	Against	Against
				1.3 Elect Director Paul J. Brody	M	Yes	Against	Against
				1.4 Elect Director Milan Galik	M	Yes	Against	Against
				1.5 Elect Director Lawrence E Harris	M	Yes	For	For
				1.6 Elect Director Hans R. Stoll	M	Yes	For	For
				1.7 Elect Director Ivers W. Riley	M	Yes	For	For
				2 Approve Omnibus Stock Plan	M	Yes	Against	Against
				3 Ratify Auditors	M	Yes	For	For
Marvell Technology Group, Ltd	MRVL	G5876H105	7/11/08	This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
				1 Election of Class 1 Director: John G. Kassakian	M	Yes	For	For
				2 Election of Class 2 Director: Kuo Wei (Herbert) Chang	M	Yes	Against	Against
				3 Election of Class 2 Director: Juergen Gromer, PH.D.	M	Yes	For	For
				4 Election of Class 2 Director: Arturo Krueger, PH.D.	M	Yes	For	For
				5 Ratify Auditors	M	Yes	For	For
Icon plc		45103T107	7/21/08
				Meeting for ADR Holders
				1 Accept Financial Statements and Statutory Reports	M	Yes	For	For
				2 Reelect Dr. John Climax as Director	M	Yes	For	For
				3 Reelect Edward Roberts as Director	M	Yes	For	For
				4 Reelect Professor Dermot Kelleher as Director	M	Yes	For	For
				5 Authorize Board to Fix Remuneration of Auditors	M	Yes	For	For
				6 Approve ICON plc 2008 Employees Restricted Share Unit Plan	M	Yes	For	For
				7 Approve ICON plc Employee Share Option Plan 2008	M	Yes	For	For
				8 Approve ICON plc Consultants Share Option Plan 2008	M	Yes	For	For
				9 Increase Authorized Common Stock	M	Yes	For	For
				10 Approve Stock Split	M	Yes	For	For
				11 Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights	M	Yes	For	For
				12 Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights	M	Yes	For	For
				13 Authorize Share Repurchase Program and Reissuance of Shares	M	Yes	For	For
				14 Amend Articles Re: Give Chairman a Second or Casting Vote	M	Yes	For	For
Nice-Systems, Ltd.		653656108	7/29/08
				Meeting for ADR Holders	M	Yes	For	For
				1 Elect Ron Gutler as Director	M	Yes	For	For
				2 Elect Joseph Atzmon as Director	M	Yes	For	For
				3 Elect Rimon Ben-Shaoul as Director	M	Yes	For	For
				4 Elect Yoseph Dauber as Director	M	Yes	For	For
				5 Elect John Hughes as Director	M	Yes	For	For
				6 Elect David Kostman as Director	M	Yes	For	For
				7 Approve Remuneration of Directors, Excluding External Directors	M	Yes	For	For
				8 Approve Remuneration of Directors, Including External Directors	M	Yes	For	For
				9 Approve Special Annual Fee to the Chairman of the Board	M	Yes	For	For
				10 Reappoint Kost Forer Gabbay & Kasierer as Auditors and Authorize Board to Fix Their Remuneration	M	Yes	For	For
BE Aerospace, Inc.	BEAV	073302101	7/31/08
				1 Elect Directors	M	Split
				1.1 Elect Director Robert J. Khoury	M	Yes	For	For
				1.2 Elect Director Jonathan M. Schofield	M	Yes	Withhold
				2 Implement MacBride Principles	S	Yes	Against	For
Precision Castparts Corp.	PCP	740189105	8/12/08
				1 Elect Directors	M	Yes	For	For
				2 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Stanley, Inc.	SXE	854532108	8/13/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Renesola Ltd		75971T103	8/29/08	Meeting for ADR Holders
				1 To receive, consider and approve the financial statements for the year ended 31 December 2007, together with the reports of the Directors and Auditors thereon	M	Yes	For	For
				2 To Re-Elect Yuncai Wu as a Director of the company, who is retiring by rotation and offering himself for re-election in accordance with the company’s articles of association	M	Yes	For	For
				3 Approve the appointment of Robert Naii Lee as an independent director of the company	M	Yes	For	For
				4 Ratify auditors	M	Yes	For	For
				5 To authorize the directors to determine the remuneration of the auditors	M	Yes	For	For
				6 To adopt the amended and restated memorandum and articles of association produced to the meeting and initialed by the Chairman for the purposes of identification	M	Yes	Against	Against
NetApp, Inc.	NTAP	64110D104	9/2/08
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	Against	Against
				4 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				5 Ratify Auditors	M	Yes	For	For
The Advisory Board Co.	ABCO	00762W107	9/8/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
RBC Bearings, Inc.	ROLL	75524B104	9/10/08
				1 Elect Director Michael J. Hartnett	M	Yes	For	For
				2 Elect Director Thomas O’Brien	M	Yes	For	For
				3 Elect Director Amir Faghri	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Discovery Communications, Inc.	DISCA	25468Y107	9/16/08
				1 Approve Merger Agreement	M	Yes	For	For
				2 Approve Issuance of Shares for a Private Placement	M	Yes	For	For
				3 Increase Authorized Preferred and Common Stock	M	Yes	For	For
				4 Amend Omnibus Stock Plan	M	Yes	Against	Against
				5 Elect Directors	M	Yes	Withhold
				6 Ratify Auditors	M	Yes	For	For
Global Payments, Inc.	GPN	37940X102	9/26/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Matrix Service Co.	MTRX	576853105	10/21/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Vistaprint Limited	VPRT	G93762204	11/7/08	This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
				1 Elect Directors	M	Split
				1.1 Elect Director Robert Keane	M	Yes	For	For
				1.2 Elect Director Daniel Ciporin	M	Yes	Withhold
				2 To approve the company second amended and restated bye-laws	M	Yes	For	For
				3 To ratify and approve the appointment of Ernst & Young LLP as the company’s independent registered public account firm for the fiscal year ending June 30, 2009	M	Yes	For	For
Devry, Inc	DV	251893103	11/13/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Net 1 UEPS Technologies, Inc.	UEPS	64107N206	11/27/08
				1 Elect Directors	M	Split
				M Elect Director Dr. Serge C.P. Belamant	M	Yes	For	For
				1.2 Elect Director Herman G. Kotze	M	Yes	For	For
				1.3 Elect Director C.S. Seabrooke	M	Yes	Withhold
				1.4 Elect Director Anthony C. Ball	M	Yes	For	For
				1.5 Elect Director Alasdair J.K. Pein	M	Yes	For	For
				1.6 Elect Director Paul Edwards	M	Yes	For	For
				1.7 Elect Director Tom C. Tinsley	M	Yes	For	For
				2 Amend Articles of Incorporation	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Meridian Bioscience, Inc.	VIVO	589584101	1/22/09
				1 Elect Director James A. Buzard	M	Yes	For	For
				2 Elect Director John A. Kraeutler	M	Yes	Against	Against
				3 Elect Director Gary P. Kreider	M	Yes	Against	Against
				4 Elect Director William J. Motto	M	Yes	Against	Against
				5 Elect Director David C. Phillips	M	Yes	For	For
				6 Elect Director Robert J. Ready	M	Yes	For	For
				7 Ratify Auditors	M	Yes	For	For
Hill-Rom Holdings, Inc.	HRC	431475102	2/13/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	Against	Against
				4 Ratify Auditors	M	Yes	For	For
AmerisourceBergen Corp	ABC	03073E105	2/19/09
				1 Elect Director Richard C. Gozon	M	Yes	For	For
				2 Elect Director Michael J. Long	M	Yes	For	For
				3 Elect Director J. Lawrence Wilson	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
				5 Amend Omnibus Stock Plan	M	Yes	For	For
				6 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	S	Yes	For	Against
Microsemi Corp.	MSCC	595137100	2/19/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Sirona Dental Systems, Inc.	SIRO	82966C103	2/25/09
				1 Elect Directors	M	Yes	Withhold
				2 Amend Omnibus Stock Plan	M	Yes	Against	Against
				3 Approve Re-pricing of Options	M	Yes	Against	Against
				4 Ratify Auditors	M	Yes	For	For
Tetra Tech, Inc.	TTEK	88162G103	2/26/09
				1 Elect Directors	M	Yes	For	For
				2 Increase Authorized Common Stock	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Approve Executive Incentive Bonus Plan	M	Yes	For	For
				5 Ratify Auditors	M	Yes	For	For
Parametric Technology Corp.	PMTC	699173209	3/4/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Ariba, Inc.	ARBA	04033V203	3/11/09
				1 Elect Directors	M	Split
				1.1 Elect Director Harriet Edelman	M	Yes	For	For
				1.2 Elect Director Richard A. Kashnow	M	Yes	Withhold
				1.3 Elect Director Robert D. Johnson	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Concure Technologies, Inc.	CNQR	206708109	3/11/09
				1 Elect Directors	M	Yes	For	For
				2 Increase Authorized Common Stock	M	Yes	For	For
				3 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
F5 Networks, Inc.	FFIV	315616102	3/12/09
				1 Elect Director Karl D. Guelich	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Chattem, Inc.	CHTT	162456107	4/08/09
				1 Elect Directors	M	Split
				1.1 Elect Director Robert E. Bosworth Withhold	M	Yes	Withhold
				1.2 Elect Director Gary D.	M	Yes	For	For
				1.3 Elect Director Joey B. Hogan	M	Yes	For	For
				2 Approve Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Sybase, Inc.	S	871130100	4/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
Ametek, Inc.	AME	031100100	4/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
NetApp, Inc.	NTAP	64110D104	4/21/09
				1 Approve Stock Option Exchange Program	M	Yes	Against	Against
EQT Corporation	EQT	26884L109	4/22/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Omnibus Stock Plan	M	Yes	For	For
				4 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
McAfee, Inc.	MFE	579064106	4/27/09
				1 Elect Directors	M	Yes	For	For
				2 Declassify the Board of Directors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				5 Amend Non-Employee Director Omnibus Stock Plan	M	Yes	For	For
				6 Ratify Auditors	M	Yes	For	For
Console Energy, Inc.	CNX	20854P109	4/28/09
				1 Elect Directors	M	Split
				1.1 Elect Director John Whitmire	M	Yes	For	For
				1.2 Elect Director J. Brett Harvey	M	Yes	For	For
				1.3 Elect Director James E. Altmeyer, Sr.	M	Yes	Withhold
				1.4 Elect Director Philip W. Baxter	M	Yes	For	For
				1.5 Elect Director William E. Davis	M	Yes	For	For
				1.6 Elect Director Raj K. Gupta	M	Yes	For	For
				1.7 Elect Director Patricia A. Hammick	M	Yes	For	For
				1.8 Elect Director David C. Hardesty, Jr.	M	Yes	For	For
				1.9 Elect Director John T. Mills	M	Yes	For	For
				1.10 Elect Director William P. Powell	M	Yes	For	For
				1.11 Elect Director Joseph T. Williams	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Require a Majority Vote for the Election of Directors	S	Yes	For	Against
				5 Provide Early Disclosure of Shareholder Proposal Voting Results	S	Yes	For	Against
FMC Corp.	FMC	302491303	4/28/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Informatica Corporation	INFA	45666Q102	4/28/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Lazard Ltd	LAZ	G54050102	4/28/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration	M	Yes	For	For
Strayer Education, Inc.	STRA	863236105	4/28/09
				1 Elect Directors	M	Split
				1.1 Elect Director Robert S. Silberman	M	Yes	For	For
				1.2 Elect Director Dr. Charlotte F. Beason	M	Yes	For	For
				1.3 EleWilliam E. Brock Director	M	Yes	For	For
				1.4 Elect Director David A. Coulter	M	Yes	For	For
				1.5 Elect Director Robert R. Grusky	M	Yes	For	For
				1.6 Elect Director Robert L. Johnson	M	Yes	Against	Against
				1.7 Elect Director Todd A. Milano	M	Yes	Against	Against
				1.8 Elect Director Thomas Waite, III	M	Yes	For	For
				1.9 Elect Director J. David Wargo	M	Yes	Against	Against
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
The GEO Group, Inc.	GEO	36159R103	4/29/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Report on Political Contributions	S	Yes	For	Against
Mettler-Toledo International, Inc.	MTD	592688105	4/30/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
American Tower Corp.	AMT	029912201	5/6/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Navigant Consulting, Inc.	NCI	63935N107	5/6/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Validus Holdings Ltd.	VR	G9319H102	5/6/09
				1 Elect Directors	M	Yes	For	For
				2.1 Elect Edward J. Noonan as Subsidiary Director	M	Yes	For	For
				2.2 Elect C.N. Rupert Atkin as Subsidiary Director	M	Yes	For	For
				2.3 Elect Patrick G. Barry as Subsidiary Director	M	Yes	For	For
				2.4 Elect Julian P. Bosworth as Subsidiary Director	M	Yes	For	For
				2.5 Elect Michael E. A. Carpenter as Subsidiary Director	M	Yes	For	For
				2.6 Elect Jane S. Clouting as Subsidiary Director	M	Yes	For	For
				2.7 Elect Joseph E. Consolino as Subsidiary Director	M	Yes	For	For
				2.8 Elect C. Jerome Dill as Subsidiary Director	M	Yes	For	For
				2.9 Elect Kerry A. Emanuel as Subsidiary Director	M	Yes	For	For
				2.10 Elect Jonathan D. Ewington as Subsidiary Director	M	Yes	For	For
				2.11 Elect Nicholas J. Hales as Subsidiary Director	M	Yes	For	For
				2.12 Elect Mark S. Johnson as Subsidiary Director	M	Yes	For	For
				2.13 Elect Anthony J. Keys as Subsidiary Director	M	Yes	For	For
				2.14 Elect Gillian S. Langford as Subsidiary Director	M	Yes	For	For
				2.15 Elect Stuart W. Mercer as Subsidiary Director	M	Yes	For	For
				2.16 Elect Paul J. Miller as Subsidiary Director	M	Yes	For	For
				2.17 Elect George P. Reeth as Subsidiary Director	M	Yes	For	For
				2.18 Elect Julian G. Ross as Subsidiary Director	M	Yes	For	For
				2.19 Elect Verner G. Southey as Subsidiary Director	M	Yes	For	For
				2.20 Elect Guisseppe Venesiani as Subsidiary Director	M	Yes	For	For
				2.21 Elect Nigel D. Wachman as Subsidiary Director	M	Yes	For	For
				2.22 Elect Conan M. Ward as Subsidiary Director	M	Yes	For	For
				2.23 Elect Lixin Zeng as Subsidiary Director	M	Yes	For	For
				3 Ratify PricewaterhouseCoopers Hamilton Bermuda as Independent Auditors	M	Yes	For	For
Axsys Technologies, Inc.	AXYS	054615109	5/07/09
				1 Elect Directors	M	Yes	For	For
People’s United Financial, Inc.	PBCT	712704105	5/7/09
				1 Elect Directors	M	Split
				1.1 Elect Director George P. Carter	M	Yes	Withhold
				1.2 Elect Director Jerry Franklin	M	Yes	Withhold
				1.3 Elect Director Eunice S. Groark	M	Yes	For	For
				1.4 Elect Director James A. Thomas	M	Yes	Withhold
				2 Ratify Auditors	MM	Yes	For	For
Weatherford International, Ltd.	WFT	H27013103	5/7/09	This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
				1 Elect Directors	M	Split
				1.1 Reelect Bernhard Duroc-Danner as Director	M	Yes	For	For
				1.2 Reelect Nicholas Brady as Director	M	Yes	For	For
				1.3 Reelect David Butters as Director	M	Yes	Against	Against
				1.4 Reelect William Macaulay as Director	M	Yes	For	For
				1.5 Reelect Robert Millard as Director	M	Yes	Against	Against
				1.6 Reelect Robert Moses as Director	M	Yes	For	For
				1.7 Reelect Robert Rayne as Director	M	Yes	Against	Against
				2 Ratify Ernst & Young LLP as Independent Registered Public Accounting Firm and Ernst & Young AG as Statutory Auditors	M	Yes	For	For
				3 Transact Other Business (Non-Voting)	M	No	None	None
Cardionet, Inc.	BEAT	14159L103	5/8/09
				1 Elect Directors	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Non-Employee Director Stock Option Plan	M	Yes	Against	Against
BioMarin Pharmaceutical, Inc.	BMRN	09061G101	5/12/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Cephalon, Inc.	CEPH	156708109	5/12/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Stock Option Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Alexion Pharmaceuticals, Inc.	ALXN	015351109	5/13/09
				1 Elect Directors	M	Split
				1.1 Elect Director Leonard Bell	M	Yes	For	For
				1.2 Elect Director Max Link	M	Yes	For	For
				1.3 Elect Director Joseph A. Madri	M	Yes	Withhold
				1.4 Elect Director Larry L. Mathis	M	Yes	For	For
				1.5 Elect Director R. Douglas Norby	M	Yes	For	For
				1.6 Elect Director Alvin S. Parven	M	Yes	For	For
				1.7 Elect Director Ruedi E. Waeger For	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Foundation Coal Holdings, Inc.	FCL	35039W100	5/13/09
				1 Elect Directors	M	Split
				1.1 Elect Director James F. Roberts	M	Yes	For	For
				1.2 Elect Director Kurt D. Kost	M	Yes	For	For
				1.3 Elect Director William J. Crowley, Jr.	M	Yes	For	For
				1.4 Elect Director David I. Foley	M	Yes	Withhold
				1.5 Elect Director P. Michael Giftos	M	Yes	For	For
				1.6 Elect Director Alex T. Krueger	M	Yes	Withhold
				1.7 Elect Director Joel Richards, III	M	Yes	Withhold
				1.8 Elect Director Robert C. Scharp	M	Yes	For	For
				1.9 Elect Director Thomas V. Shockley, III	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For
National Oilwell Varco, Inc.	NOV	637071101	5/13/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
Ansys, Inc.	ANSS	03662Q105	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Broadcom Corp.	BRCM	111320107	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Flowserve Corp.	FLS	34354P105	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Omnibus Stock plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Gentiva Health Services, Inc.	GTIV	37247A102	5/14/09
				1 Elect Directors	M	Split
				1.1 Elect Director Victor F. Ganzi	M	Yes	For	For
				1.2 Elect Director Ronald A. Malone	M	Yes	Withhold
				1.3 Elect Director Stuart Olsten	M	Yes	For	For
				1.4 Elect Director Tony Strange	M	Yes	Withhold
				1.5 Elect Director Raymond S. Troubh	M	Yes	For	For
				1.6 Elect Director Rodney D. Windley	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
Tower Group, Inc.	TWGP	891777104	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Waste Connections, Inc.	WCN	941053100	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Pactiv corp.	PTV	695257105	5/15/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Comstock Resources, Inc.	CRK	205768203	5/19/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Omnibus Stock Plan	M	Yes	Against	Against
				3 Increase Authorized Common Stock	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Psychiatric Solutions, Inc.	PSYS	74439H108	5/19/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Non-Employee Director Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Amphenol Corp.	APH	032095101	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Executive Incentive Bonus Plan	M	Yes	For	For
				4 Approve Omnibus Stock Plan	M	Yes	For	For
FGX International Holdings Ltd., Tortola	FGXI	G3396L102	5/20/09
				1 Reelect Jared Bluestein as a Director	M	Yes	For	For
				2 Reelect Zvi Eiref as a Director	M	Yes	For	For
				3 Reelect Charles J. Hinkaty as a Director	M	Yes	For	For
				4 Reelect Robert L. McDowell as a Director	M	Yes	For	For
				5 Reelect Jennifer D. Stewart as a Director	M	Yes	For	For
				6 Reelect Alec Taylor as a Director	M	Yes	For	For
				7 Reelect Alfred J. Verrecchia as a Director	M	Yes	For	For
				8 Ratify KPMG LLP as Auditors	M	Yes	For	For
FormFactor, Inc.	FORM	346375108	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Range Resources Corporation	RRC	75281A109	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
				4 Other Business	M	Yes	Against	Against
Ross Stores, Inc.	ROST	778296103	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
The Cheesecake Factory, Inc.	CAKE	163072101	5/20/09
				1 Elect Directors	M	Split
				1.1 Elect Director Alexander L. Cappello	M	Yes	Withhold
				1.2 Elect Director Jerome I. Kransdorf	M	Yes	Withhold
				1.3 Elect Director David B. Pittaway	M	Yes	For	For
				2 Reduce Supermajority Vote Requirement	M	Yes	For	For
				3 Permit Right to Act by Written Consent	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Monolithic Power Systems, Inc.	MPWR	609839105	5/21/09
				1 Elect Directors	M	Split
				1.1 Elect Director Karen A. Smith Bogart	M	Yes	Withhold
				1.2 Elect Director James C. Moyer	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
NuVasive, Inc.	NUVA	670704105	5/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Quanta Services, Inc.	PWR	74762E102	5/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Starent Networks, Corp.	STAR	85528P108	5/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Texas Roadhouse, Inc.	TXRH	882681109	5/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Vocus Inc.	VOCS	92858J108	5/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
Atlas Air Worldwide Holdings, Inc.	AAWW	049164205	5/22/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Partnerre Ltd (formerly Partnerre Holdings, Ltd)	PRE	G6852T105	5/22/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Deloitte & Touche as Auditors and Authorize Board to Fix Their Remuneration	M	Yes	For	For
				3 Approve 2009 Employee Share Plan	M	Yes	For	For
				4 Amend Non-Employee Director Share Plan	M	Yes	For	For
				5 Approve Term Extension of Swiss Share Purchase Plan	M	Yes	For	For
				Proposals 6A - 6F are Cross-Conditioned upon Shareholder Approval of All Proposals 6A - 6F
				6A Approve Elimination of Supermajority Vote Requirement	M	Yes	For	For
				6B Amend Bylaws Re: Advance Notice Provisions	M	Yes	For	For
				6C Amend Bylaws Re: Limitations on Ownership and Voting	M	Yes	For	For
				6D Amend Bylaws Re: Idemnification Provisions	M	Yes	For	For
				6E Amend Bylaws Re: Election, Disqualification and Removal of Director Provisions	M	Yes	Against	Against
				6F Amend Bylaws Re: Other Changes	M	Yes	For	For
Superior Energy Services, Inc.	SPN	868157108	5/22/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Omnibus Stock Plan	M	Yes	For	For
Onyx Pharmaceuticals, Inc.	ONXX	683399109	5/26/09
				1 Elect Directors	M	Split
				1.1 Elect Director Paul Goddard, Ph.D.	M	Yes	Withhold
				1.2 Elect Director Antonio J. Grillo-L pez, M.D.	M	Yes	For	For
				1.3 Elect Director Wendell Wierenga, Ph.D.	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Genesee & Wyoming, Inc.	GWR	371559105	5/27/09
				1 Elect Directors	M	Split
				1.1 Elect Director David C. Hurley	M	Yes	Withhold
				1.2 Elect Director Peter O. Scannell	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Fidelity National Financial, Inc.	FNF	31620R105	5/28/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Henry Schein, Inc.	HSIC	806407102	5/28/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Approve Executive Incentive Bonus Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Juniper Networks, Inc.	JNPR	48203R104	5/28/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Lender Processing Services, Inc.	LPS	52602E102	5/28/09
				1 Elect Director Marshall Haines	M	Yes	For	For
				2 Elect Director James K. Hunt	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
				4 Approve Omnibus Stock Plan	M	Yes	For	For
				5 Approve Executive Incentive Bonus Plan	M	Yes	For	For
Catalyst Health Solutions, Inc.	CHSI	14888B103	6/1/09
				1 Elect Directors	M	Split
				1.1 Elect Director Steven B. Epstein	M	Yes	Withhold
				1.2 Elect Director Michael R. McDonnell	M	Yes	For	For
				1.3 Elect Director Dale B. Wolf	M	Yes	For	For
				2 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Concho Resources, Inc.	CXO	20605P101	6/2/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Isis Pharmaceuticals, Inc.	ISIS	464330109	6/2/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
FTI Consulting, Inc.	FCN	302941109	6/03/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Stifel Financial Corp.	SF	860630102	6/03/09
				1 Elect Directors	M	Yes	For	For
				2 Increase Authorized Common Stock	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
EXCO Resources, Inc.	XCO	269279402	6/4/09
				1 Elect Directors	M	Split
				1.1 Elect Director Douglas H. Miller	M	Yes	For	For
				1.2 Elect Director Stephen F. Smith	M	Yes	For	For
				1.3 Elect Director Jeffrey D. Benjamin	M	Yes	For	For
				1.4 Elect Director Vincent J. Cebula	M	Yes	For	For
				1.5 Elect Director Earl E. Ellis	M	Yes	For	For
				1.6 Elect Director B. James Ford	M	Yes	For	For
				1.7 Elect Director T. Boone Pickens	M	Yes	Withhold
				1.8 Elect Director Jeffrey S. Serota	M	Yes	For	For
				1.9 Elect Director Robert L. Stillwell	M	Yes	Withhold
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Jarden Corp.	JAH	471109108	6/4/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Omnibus Stock Plan	M	Yes	Against	Against
				3 Ratify Auditors	M	Yes	For	For
Cognizant Technology Solutions Corp.	CTSH	192446102	6/5/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Sun Healthcare Group, Inc.	SUNH	866933401	6/10/09
				1 Elect Director Gregory S. Anderson	M	Yes	For	For
				2 Elect Director Tony M. Astorga	M	Yes	For	For
				3 Elect Director Christian K. Bement	M	Yes	For	For
				4 Elect Director Michael J. Foster	M	Yes	For	For
				5 Elect Director Barbara B. Kennelly	M	Yes	For	For
				6 Elect Director Steven M. Looney	M	Yes	For	For
				7 Elect Director Richard K. Matros	M	Yes	For	For
				8 Elect Director Milton J. Walters	M	Yes	For	For
				9 Approve Omnibus Stock Plan	M	Yes	For	For
				10 Ratify Auditors	M	Yes	For	For
HMS Holdings Corp.	HMSY	40425J101	6/12/09
				1 Elect Directors	M	Split
				1.1 Elect Director William F. Miller, III	M	Yes	Withhold
				1.2 Elect Director William W. Neal	M	Yes	For	For
				1.3 Elect Director Ellen A. Rudnick	M	Yes	Withhold
				1.4 Elect Director Michael A. Stocker	M	Yes	For	For
				1.5 Elect Director Richard H. Stowe	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Regeneron Pharmaceuticals, Inc.	REGN	75886F107	6/12/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Masimo Corp.	MASI	574795100	6/16/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
OSI Pharmaceuticals, Inc.	OSIP	671040103	6/17/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Aeropostale, Inc.	ARO	007865108	6/18/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Dollar Tree Inc.	DLTR	256746108	6/18/09
				1 Elect Directors	M	Yes	Withhold
				2 Declassify the Board of Directors	S	Yes	For	Against
SAIC Inc.	SAI	78390X101	6/19/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Conversion of Securities	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Allegiant Travel Company	ALGT	01748X102	6/26/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
United Therapeutics Corp.	UTHR	91307C102	6/26/09
				1 Elect Directors	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For

FORM N-PX

Annual Report of Proxy Voting Record of Registered Management Investment Company

Fund/Fund Family Name: Timothy Plan International Fund / The Timothy Plan

Date of Fiscal Year End: 12/31

Date of Reporting Period: July 1, 2008 – June 30, 2009

Timothy Plan International Fund

Security Name	Ticker	Security ID	Meeting Date	Description of Matter/Proposal	Proposed by Mgt (M) or SH (S)	Vote? (Yes or No)	Vote For, Against or Abstain	Fund Cast its Vote For or Against Management
ABB Ltd.		375204	5/5/2009	Meeting for ADR Holders		Unvoted		For
				Receive Financial Statements and Statutory Reports (Non-Voting)		Unvoted		For
				Accept Financial Statements and Statutory Reports	M	Unvoted		Against
				Approve Remuneration Report	M	Unvoted		Against
				Approve Discharge of Board and Senior Management	M	Unvoted		Against
				Approve Allocation of Income and Omission of Dividends	M	Unvoted		Against
				Approve Creation of CHF 404 Million Pool of Capital without Preemptive Rights	M	Unvoted		Against
				Approve CHF 1.1 Billion Reduction in Share Capital and Capital Repayment of CHF 0.48 per Registered Share	M	Unvoted		Against
				Amend Shareholding Threshold for Proposing Resolutions at Shareholder Meetings	M	Unvoted		Against
				Reelect Hubertus von Gruenberg as Director	M	Unvoted		Against
				Reelect Roger Agnelli as Director	M	Unvoted		Against
				Reelect Louis Hughes as Director	M	Unvoted		Against
				Reelect Hans Maerki as Director	M	Unvoted		Against
				Reelect Michel de Rosen as Director	M	Unvoted		Against
				Reelect Michael Treschow as Director	M	Unvoted		Against
				Reelect Bernd Voss as Director	M	Unvoted		Against
				Reelect Jacob Wallenberg as Director	M	Unvoted		Against
				Ratify Ernst & Young AG as Auditors	M	Unvoted		Against
Acergy SA (frmely Stolt Offshores and Stolt Comex Seaway S.A		00443E104	12/18/2008	Meeting for ADR Holders		Submitted		For
				Amend 2003 Stock Option Plan	M	Submitted	TNA	Against
				Approve 2008 Restricted Stock Plan	M	Submitted	TNA	Against
Agrium Inc.	AGU	8916108	5/13/2009	Elect Director Ralph S. Cunningham	M	Voted	For	For
				Elect Director Germaine Gibara	M	Voted	For	For
				Elect Director Russell K. Girling	M	Voted	For	For
				Elect Director Susan A. Henry	M	Voted	For	For
				Elect Director Russell J. Horner	M	Voted	For	For
				Elect Director A. Anne McLellan	M	Voted	For	For
				Elect Director Derek G. Pannell	M	Voted	For	For
				Elect Director Frank W. Proto	M	Voted	For	For
				Elect Director Michael M. Wilson	M	Voted	For	For
				Elect Director Victor J. Zaleschuk	M	Voted	For	For
				Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration	M	Voted	For	For
America Movil, S.A.B. de C.V.		02364W105	4/20/2009	Meeting for ADR Holders		Voted		For
				Elect Directors for Class L Shares (Bundled)	M	Voted	Against	Against
				Designate Inspector or Shareholder Representative(s) of Minutes of Meeting	M	Voted	For	For
Banco Santander S.A.		05964H105	9/21/2008	Meeting for ADR Holders		Voted		For
				Approve EUR 71.69 Million Capital Increase via Issuance of 143.38 Million New Common Shares with EUR 0.5 Par Value Each and a Share Issuance Premium to be Determined by the Board, in Accordance with Article 153.1c of Spanish Companies Law	M	Voted	For	For
				Approve Delivery of 100 Banco Santander Shares to Each Employee of the Alliance & Leicester Plc Group as Special Bonus at the Completion of the Acquisition	M	Voted	For	For
				Authorize Board to Ratify and Execute Approved Resolutions	M	Voted	For	For
			1/26/2009	Meeting for ADR Holders		Voted		For
				CAPITAL INCREASE BY MEANS OF THE ISSUANCE OF NEW ORDINARY SHARES HAVING A PAR VALUE OF ONE-HALF EURO EACH AND AN ISSUANCE PREMIUM TO BE DETERMINED BY THE BOARD OF DIRECTORS OR, BY DELEGATION, THE EXECUTIVE COMMITTEE	M	Voted	For	For
				AUTHORIZE DELIVERY OF 100 SHARES OF BANK TO EACH EMPLOYEE OF ABBEY NATL PLC SUBGRP INC FROM BRADFORD & BINGLEY PLC GRP, AS SPECIAL BONUS IN THE FRAMEWORK OF ACQUISITION OF RETAIL DEPOSITS, BRANCH & DISTRIBUTION NETWORKS OF BRADFORD & BINGLEY PLC GRP.	M	Voted	For	For
				AUTHORIZE BOARD OF DIRECTORS TO RATIFY,EXECUTE & DEVELOP RESOLUTIONS ADOPTED BY SHAREHOLDERS IN GEN. MTG.,TO DELEGATE POWERS IT RECEIVES FROM SHAREHOLDERS ACTING IN GEN. MTG.,& GRANT OF POWERS TO CONVERT RESOLUTIONS TO NOTARIAL INSTRUMENTS	M	Voted	For	For
			6/18/2009	Meeting for ADR Holders		Voted		For
				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	M	Voted	For	For
				Application Of Results From Fiscal Year 2008	M	Voted	For	For
				Re-election Of Mr. Matias Rodriguez Inciarte	M	Voted	Against	Against
				Re-election Of Mr. Manuel Soto Serrano	M	Voted	For	For
				Re-election Of Mr. Guillermo De La Dehesa Romero	M	Voted	For	For
				Re-election Of Mr. Abel Matutes Juan	M	Voted	For	For
				Re-election Of The Auditor Of Accounts For Fiscal Year 2009.	M	Voted	For	For
				Authorize Repurchase of Shares in Accordance With Article 75 of Corporate Law; Void Authorization Granted on June 21, 2008	M	Voted	For	For
				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	M	Voted	For	For
				Authorize Issuance of Equity or Equity-Linked Securities up to Aggregate Nominal Amount of EUR 2.04 Billion without Preemptive Rights	M	Voted	For	For
				Authorize Capitalization of Reserves of 0.5: 1 Bonus Issue; Amend Article 5 Accordingly	M	Voted	For	For
				Grant Board Authorization to Issue Convertible and/or Exchangeable Debt Securities without Preemptive Rights	M	Voted	For	For
				Approve Bundled Incentive Plans Linked to Predetermined Requirements such as Total Return Results and EPS	M	Voted	For	For
				Approve Savings Plan for Abbey National Plc' Employees and other Companies of Santander Group in the U.K.	M	Voted	For	For
				Approve Issuance of 100 Shares to Employees of Sovereign Subsidiary	M	Voted	For	For
				Authorize Board to Ratify and Execute Approved Resolutions	M	Voted	For	For
BHP Billiton plc		05545E209	10/23/2008	Meeting for ADR Holders		Voted		For
				Accept Financial Statements and Statutory Reports for BHP Billiton plc	M	Voted	For	For
				Accept Financial Statements and Statutory Reports for BHP Billiton Limited	M	Voted	For	For
				Re-elect Paul Anderson as Director of BHP Billiton plc	M	Voted	For	For
				Re-elect Paul Anderson as Director of BHP Billiton Limited	M	Voted	For	For
				Re-elect Don Argus as Director of BHP Billiton plc	M	Voted	For	For
				Re-elect Don Argus as Director of BHP Billiton Limited	M	Voted	For	For
				Re-elect Dr John Buchanan as Director of BHP Billiton plc	M	Voted	For	For
				Re-elect Dr John Buchanan as Director of BHP Billiton Limited	M	Voted	For	For
				Re-elect David Crawford as Director of BHP Billiton plc	M	Voted	For	For
				Re-elect David Crawford as Director of BHP Billiton Limited	M	Voted	For	For
				Re-elect Jacques Nasser as Director of BHP Billiton plc	M	Voted	For	For
				Re-elect Jacques Nasser as Director of BHP Billiton Limited	M	Voted	For	For
				Re-elect Dr John Schubert as Director of BHP Billiton plc	M	Voted	For	For
				Re-elect Dr John Schubert as Director of BHP Billiton Limited	M	Voted	For	For
				Elect Alan Boeckmann as Director of BHP Billiton plc	M	Voted	For	For
				Elect Alan Boeckmann as Director of BHP Billiton Limited	M	Voted	For	For
				Shareholder Proposals		Voted		For
				Elect Stephen Mayne as Director of BHP Billiton plc	S	Voted	Against	For
				Elect Stephen Mayne as Director of BHP Billiton Limited	S	Voted	Against	For
				Continuation of Management Proposals		Voted		For
				Elect Dr David Morgan as Director of BHP Billiton plc	M	Voted	For	For
				Elect Dr David Morgan as Director of BHP Billiton Limited	M	Voted	For	For
				Elect Keith Rumble as Director of BHP Billiton plc	M	Voted	For	For
				Elect Keith Rumble as Director of BHP Billiton Limited	M	Voted	For	For
				Reappoint KPMG Audit plc as Auditors of BHP Billiton plc and Authorise the Board to Determine Their Remuneration	M	Voted	For	For
				Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 277,983,328	M	Voted	For	For
				Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 55,778,030	M	Voted	For	For
				Authorise 223,112,120 BHP Billiton plc Ordinary Shares for Market Purchase	M	Voted	For	For
				Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 April 2009	M	Voted	For	For
				Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 29 May 2009	M	Voted	For	For
				Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 June 2009	M	Voted	For	For
				Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 31 July 2009	M	Voted	For	For
				Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 September 2009	M	Voted	For	For
				Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 November 2009	M	Voted	For	For
				Approve Remuneration Report	M	Voted	For	For
				Amend BHP Billiton plc Group Incentive Scheme; Amend BHP Billiton Limited Group Incentive Scheme	M	Voted	For	For
				Approve Grant of Deferred Shares and Options under the BHP Billiton Limited Group Incentive Scheme and the Grant of Performance Shares under the BHP Billiton Limited Long Term Incentive Plan to Executive Director, Marius Kloppers	M	Voted	For	For
				Increase Maximum Aggregate Remuneration Paid by BHP Billiton plc to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton Limited to USD 3,800,000; Approve this Increase for All Purposes	M	Voted	For	For
				Increase Maximum Aggregate Remuneration Paid by BHP Billiton Limited to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton plc to USD 3,800,000; Approve this Increase for All Purposes	M	Voted	For	For
				Amend the Articles of Association of of BHP Billiton plc	M	Voted	For	For
				Amend the Constitution of BHP Billiton Limited	M	Voted	For	For
Canon Inc.	7751	138006309	3/27/2009	Meeting for ADR Holders		Voted		For
				DIVIDEND FROM SURPLUS	M	Voted	For	For
				PARTIAL AMENDMENT TO THE ARTICLES OF INCORPORATION	M	Voted	For	For
				DIRECTOR FUJIO MITARAI	M	Voted	For	For
				DIRECTOR TSUNEJI UCHIDA	M	Voted	For	For
				DIRECTOR TOSHIZO TANAKA	M	Voted	For	For
				DIRECTOR NOBUYOSHI TANAKA	M	Voted	For	For
				DIRECTOR JUNJI ICHIKAWA	M	Voted	For	For
				DIRECTOR AKIYOSHI MOROE	M	Voted	For	For
				DIRECTOR KUNIO WATANABE	M	Voted	For	For
				DIRECTOR YOROKU ADACHI	M	Voted	For	For
				DIRECTOR YASUO MITSUHASHI	M	Voted	For	For
				DIRECTOR TOMONORI IWASHITA	M	Voted	For	For
				DIRECTOR MASAHIRO OSAWA	M	Voted	For	For
				DIRECTOR SHIGEYUKI MATSUMOTO	M	Voted	For	For
				DIRECTOR KATSUICHI SHIMIZU	M	Voted	For	For
				DIRECTOR RYOICHI BAMBA	M	Voted	For	For
				DIRECTOR TOSHIO HOMMA	M	Voted	For	For
				DIRECTOR MASAKI NAKAOKA	M	Voted	For	For
				DIRECTOR HARUHISA HONDA	M	Voted	For	For
				DIRECTOR TOSHIYUKI KOMATSU	M	Voted	For	For
				DIRECTOR TETSURO TAHARA	M	Voted	For	For
				DIRECTOR SEIJIRO SEKINE	M	Voted	For	For
				DIRECTOR SHUNJI ONDA	M	Voted	For	For
				DIRECTOR KAZUNORI FUKUMA	M	Voted	For	For
				DIRECTOR HIDEKI OZAWA	M	Voted	For	For
				DIRECTOR MASAYA MAEDA	M	Voted	For	For
				DIRECTOR TOSHIAKI IKOMA	M	Voted	For	For
				GRANT OF RETIREMENT ALLOWANCE TO A DIRECTOR TO RETIRE	M	Voted	For	For
				GRANT OF BONUS TO DIRECTORS	M	Voted	Against	Against
				ISSUANCE OF SHARE OPTIONS AS STOCK OPTIONS WITHOUT COMPENSATION	M	Voted	For	For
Chunghwa Telecom Co. Ltd.		17133Q304	8/14/2008	Meeting for ADR Holders		Voted		For
				TO APPROVE THE PROPOSAL FOR CONVERSION OF THE CAPITAL SURPLUS INTO CAPITAL INCREASE OF THE COMPANY AND ISSUANCE OF NEW SHARES.	M	Voted	For	For
				TO APPROVE THE PROPOSAL FOR DECREASE IN CASH OF THE COMPANY.	M	Voted	For	For
			6/19/2009	Meeting for ADR Holders		Voted		For
				Acceptance Of 2008 Business Report And Financial Statements	M	Voted	For	For
				Approval Of The Proposal For The Distribution Of 2008 Earnings	M	Voted	For	For
				Revision Of The Articles Of Incorporation	M	Voted	For	For
				Proposed Conversion Of The Capital Surplus Into Capital Stock Ofthe Company And Issuance Of New Shares	M	Voted	For	For
				Proposed Capital Deduction And Issuance Of Cash Dividends	M	Voted	For	For
				Revision Of The Procedures For Acquisition Or Disposal Of Assets	M	Voted	For	For
				Revision Of The Procedures For Lending Of Capital To Others	M	Voted	For	For
				Revision Of The Procedures For Endorsements And Guarantees	M	Voted	For	For
Companhia Vale Do Rio Doce		204412100	12/29/2008	Meeting for ADR Holders		Voted		For
				THE APPROVAL FOR THE PROTOCOL AND JUSTIFICATION OF THE CONSOLIDARION OF MINERACAO ONCA PUMA S.A. INTO VALE PURSUANT TO ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE LAW.	M	Voted	For	For
				Ratify Auditors	M	Voted	For	For
				TO DECIDE ON THE APPRAISAL REPORT, PREPARED BY THE EXPERT APPRAISERS.	M	Voted	For	For
				THE APPROVAL FOR THE CONSOLIDATION OF MINERACAO ONCA PUMA S.A. INTO VALE, WITHOUT A CAPITAL INCREASE OR THE ISSUANCE OF NEW VALE SHARES.	M	Voted	For	For
				TO AMEND ARTICLE 1 OF VALE S BY-LAWS IN ORDER TO REPLACE THE ACRONYM CVRD FOR VALE IN ACCORDANCE WITH THE NEW GLOBAL BRAND UNIFICATION.	M	Voted	For	For
				TO ADJUST ARTICLES 5 AND 6 OF VALE S BY-LAWS TO REFLECT THE CAPITAL INCREASE RESOLVED IN THE BOARD OF DIRECTORS MEETINGS HELD ON JULY 22, 2008 AND AUGUST 05, 2008.	M	Voted	For	For
			5/22/2009	Meeting for ADR Holders		Voted		For
				APPRECIATION OF THE MANAGEMENTS REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008	M	Voted	For	For
				PROPOSAL FOR THE DESTINATION OF PROFITS OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET	M	Voted	Against	Against
				APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS	M	Voted	Against	Against
				APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL	M	Voted	Against	Against
				ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS	M	Voted	For	For
				TO CHANGE THE LEGAL NAME OF THE COMPANY TO VALE S.A. , WITH THE CONSEQUENT AMENDMENT OF ARTICLE 1 OF VALE S BY-LAWS IN ACCORDANCE WITH THE NEW GLOBAL BRAND UNIFICATION	M	Voted	For	For
				TO ADJUST ARTICLE 5 OF VALE S BY-LAWS TO REFLECT THE CAPITAL INCREASE RESOLVED IN THE BOARD OF DIRECTORS MEETINGS HELD ON JULY 22, 2008 AND AUGUST 05, 2008	M	Voted	For	For
Fresenius Medical Care AG & Co. KGaA		358029106	5/7/2009	Meeting for ADR Holders		Voted		For
				Receive Financial Statements and Statutory Reports for Fiscal 2008; Accept Financial Statements and Statutory Reports for Fiscal 2008	M	Voted	For	For
				Approve Allocation of Income and Dividends of EUR 0.58 per Common Share and EUR 0.60 per Preference Share	M	Voted	For	For
				Approve Discharge of Personally Liable Partner for Fiscal 2008	M	Voted	For	For
				Approve Discharge of Supervisory Board for Fiscal 2008	M	Voted	For	For
				Ratify KPMG AG as Auditors for Fiscal 2009	M	Voted	For	For
Honda Motor Co. Ltd.	7267	438128308	6/23/2009	Meeting for ADR Holders		Voted		For
				Distribution Of Dividends	M	Voted	For	For
				Partial Amendment To The Articles Of Incorporation	M	Voted	For	For
				Director Satoshi Aoki	M	Voted	For	For
				Director Takeo Fukui	M	Voted	For	For
				Director Koichi Kondo	M	Voted	For	For
				Director Atsuyoshi Hyogo	M	Voted	For	For
				Director Mikio Yoshimi	M	Voted	For	For
				Director Takanobu Ito	M	Voted	For	For
				Director Shigeru Takagi	M	Voted	For	For
				Director Akio Hamada	M	Voted	For	For
				Director Tetsuo Iwamura	M	Voted	For	For
				Director Tatsuhiro Oyama	M	Voted	For	For
				Director Fumihiko Ike	M	Voted	For	For
				Director Masaya Yamashita	M	Voted	For	For
				Director Kensaku Hogen	M	Voted	For	For
				Director Sho Minekawa	M	Voted	For	For
				Director Hiroshi Soda	M	Voted	For	For
				Director Takuji Yamada	M	Voted	For	For
				Director Yoichi Hojo	M	Voted	For	For
				Director Nobuo Kuroyanagi	M	Voted	For	For
				Director Hiroshi Kobayashi	M	Voted	For	For
				Director Tsuneo Tanai	M	Voted	For	For
				Director Hiroyuki Yamada	M	Voted	For	For
				Election Of One (1) Corporate Auditor: Hideki Okada	M	Voted	For	For
				Payment Of Bonus To Directors And Corporate Auditors For The85th Fiscal Year	M	Voted	For	For
Mitsubishi UFJ Financial Group	8306	606822104	6/26/2009	Meeting for ADR Holders		Voted		For
				Approve Allocation of Income, with a Final Dividend of JPY 5 for Ordinary Shares	M	Voted	For	For
				Amend Articles To Amend Provisions on Preferred Shares to Reflect Cancellation - Reflect Digitalization of Share Certificates - Authorize Public Announcements in Electronic Format	M	Voted	For	For
				Elect Director Ryosuke Tamakoshi	M	Voted	For	For
				Elect Director Haruya Uehara	M	Voted	For	For
				Elect Director Nobuo Kuroyanagi	M	Voted	For	For
				Elect Director Kyota Omori	M	Voted	For	For
				Elect Director Saburo Sano	M	Voted	For	For
				Elect Director Hiroshi Saito	M	Voted	For	For
				Elect Director Nobushige Kamei	M	Voted	For	For
				Elect Director Shintaro Yasuda	M	Voted	For	For
				Elect Director Katsunori Nagayasu	M	Voted	For	For
				Elect Director Fumiyuki Akikusa	M	Voted	For	For
				Elect Director Kazuo Takeuchi	M	Voted	For	For
				Elect Director Kinya Okauchi	M	Voted	For	For
				Elect Director Kaoru Wachi	M	Voted	For	For
				Elect Director Takashi Oyamada	M	Voted	For	For
				Elect Director Akio Harada	M	Voted	Against	Against
				Elect Director Ryuji Araki	M	Voted	For	For
				Elect Director Takuma Otoshi	M	Voted	Against	Against
				Appoint Statutory Auditor Tetsuo Maeda	M	Voted	For	For
				Appoint Statutory Auditor Tsutomu Takasuka	M	Voted	Against	Against
				Appoint Statutory Auditor Kunie Okamoto	M	Voted	Against	Against
				Appoint Statutory Auditor Yasushi Ikeda	M	Voted	For	For
National Bank of Greece SA		633643408	6/2/2009	Meeting for ADR Holders		Unvoted		For
				Accept Statutory Reports	M	Unvoted		Against
				Accept Financial Statements	M	Unvoted		Against
				Approve Discharge of Board and Auditors	M	Unvoted		Against
				Approve Director Remuneration	M	Unvoted		Against
				Authorize Board to Participate in Companies with Similiar Business Interests	M	Unvoted		Against
				Ratify Director Appointments	M	Unvoted		Against
				Approve Auditors and Fix Their Remuneration	M	Unvoted		Against
				Other Business	M	Unvoted		Against
NTT DoCoMo Inc.	9437	62942M201	6/19/2009	Meeting for ADR Holders		Voted		For
				Approve Allocation of Income, with a Final Dividend of JPY 2400	M	Voted	For	For
				Amend Articles To Reflect Digitalization of Share Certificates	M	Voted	For	For
				Appoint Statutory Auditor	M	Voted	Against	Against
Petroleo Brasileiro		71654V101	4/8/2009	Meeting for ADR Preferred Holders		Voted		For
				Elect Director	M	Voted	Against	Against
				Elect Fiscal Council Members and Alternates	M	Voted	Against	Against
RWE AG		74975E303	4/22/2009	Meeting for ADR Holders		Voted		For
				Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)		Voted		For
				Approve Allocation of Income and Dividends of EUR 4.50 per Share	M	Voted	For	For
				Approve Discharge of Management Board for Fiscal 2008	M	Voted	For	For
				Approve Discharge of Supervisory Board for Fiscal 2008	M	Voted	For	For
				Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2009	M	Voted	For	For
				Ratify PricewaterhouseCoopers AG for the Inspection of the 2009 Mid-Yearl Report	M	Voted	For	For
				Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares	M	Voted	For	For
				Authorize Use of Financial Derivatives when Repurchasing Shares<p>	M	Voted	For	For
				Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 6 Billion; Approve Creation of EUR 144 Million Pool of Capital to Guarantee Conversion Rights	M	Voted	For	For
				Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 6 Billion; Approve Creation of EUR 144 Million Pool of Capital to Guarantee Conversion Rights	M	Voted	For	For
				Amend Articles Re: Participation in the Annual Meeting; Chair of the Annual Meeting	M	Voted	For	For
				Amend Articles Re: Designation of Proxy	M	Voted	For	For
Shiseido Co. Ltd.	4911	824841407	6/24/2009	Meeting for ADR Holders		Voted		For
				Approve Allocation of Income, with a Final Dividend of JPY 25	M	Voted	For	For
				Amend Articles To Reflect Digitalization of Share Certificates	M	Voted	For	For
				Elect Director Shinzo Maeda	M	Voted	For	For
				Elect Director Kimie Iwata	M	Voted	For	For
				Elect Director Yasuhiko Harada	M	Voted	For	For
				Elect Director Toshimitsu Kobayashi	M	Voted	For	For
				Elect Director Masaaki Komatsu	M	Voted	For	For
				Elect Director Carsten Fischer	M	Voted	For	For
				Elect Director Hisayuki Suekawa	M	Voted	For	For
				Elect Director Tatsuomi Takamori	M	Voted	For	For
				Elect Director Shoichiro Iwata	M	Voted	For	For
				Elect Director Tatsuo Uemura	M	Voted	For	For
				Appoint Statutory Auditor Akio Harada	M	Voted	For	For
				Approve Annual Bonus Payment to Directors	M	Voted	For	For
				Approve Deep Discount Stock Option Plan	M	Voted	Against	Against
Silver Wheaton Corp.	SLW	828336107	8/7/2008	Approve Issuance of Warrants	M	Voted	For	For
Smith & Nephew plc		83175M205	4/30/2009	Meeting for ADR Holders		Voted		For
				Accept Financial Statements and Statutory Reports	M	Voted	For	For
				Approve Remuneration Report	M	Voted	Against	Against
				Confirm the 2008 First Interim Dividend of 4.96 US Cents Per Ordinary Share; Confirm the 2008 Second Interim Dividend of 8.12 US Cents Per Ordinary Share	M	Voted	For	For
				Re-elect David J. Illingworth as Director	M	Voted	For	For
				Elect Joseph C. Papa as Director	M	Voted	For	For
				Re-elect Dr. Rolf W. H. Stomberg as Director	M	Voted	For	For
				Reappoint Ernst & Young LLP as Auditors of the Company	M	Voted	For	For
				Authorise Board to Fix Remuneration of Auditors	M	Voted	For	For
				Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 49,472,658	M	Voted	For	For
				Amend The Smith & Nephew French Sharesave Plan (2002)	M	Voted	For	For
				Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 9,499,803	M	Voted	For	For
				Authorise 94,998,029 Ordinary Shares for Market Purchase	M	Voted	For	For
				Approve That a General Meeting Other Than an Annual General Meeting May be Held on Not Less Than 14 Clear Days' Notice	M	Voted	For	For
StatoilHydro ASA (formerly Statoil ASA)		85771P102	5/19/2009	Meeting for ADR Holders		Unvoted		For
				Open Meeting		Unvoted		For
				Elect Olaug Svarva as Chairman of Meeting	M	Unvoted		Against
				Approve Notice of Meeting and Agenda	M	Unvoted		Against
				Registration of Attending Shareholders and Proxies		Unvoted		For
				Designate Inspectors of Minutes of Meeting	M	Unvoted		Against
				Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 7.25 per Share (NOK 4.40 as Ordinary Dividend and NOK 2.85 as Special Dividend)	M	Unvoted		Against
				Approve Remuneration of Auditors	M	Unvoted		Against
				Elect One Deputy Member of Corporate Assembly	M	Unvoted		Against
				Approve Remuneration Policy And Other Terms of Employment For Executive Management	M	Unvoted		Against
				Authorize Repurchase and Reissuance of Shares up to NOK 15 Million Aggregate Par Value for Share Saving Scheme for Employees	M	Unvoted		Against
				Change Company Name to Statoil ASA; Amend Corporate Purpose: Include Other Forms of Energy	M	Unvoted		Against
				Shareholder Proposals		Unvoted		For
				Withdraw Company From Tar Sands Activities in Canada	S	Unvoted		Against
Telefonica S.A. (Formerly Telefonica De Espana, S.A.)		879382208	6/22/2009	Meeting for ADR Holders		Voted		For
				Approve Individual and Consolidated Financial Statements, Allocation of Income, and Discharge Directors	M	Voted	For	For
				Approve Dividend Charged to Unrestricted Reserves	M	Voted	For	For
				Approve Employee Stock Purchase Plan	M	Voted	For	For
				Authorize Share Repurchase Program	M	Voted	For	For
				Approve Reduction in Capital via the Cancellation of Treasury Shares; Amend Articles Accordingly	M	Voted	For	For
				Ratify Auditors for Fiscal Year 2009	M	Voted	For	For
				Authorize Board to Ratify and Execute Approved Resolutions	M	Voted	For	For
Total SA		89151E109	5/15/2009	Meeting for ADR Holders		Voted		For
				Ordinary Business		Voted		For
				Approve Financial Statements and Statutory Reports	M	Voted	For	For
				Approve Consolidated Financial Statements and Statutory Reports	M	Voted	For	For
				Approve Allocation of Income and Dividends of EUR 2.28 per Share	M	Voted	For	For
				Approve Special Auditors' Report Presenting Ongoing Related-Party Transactions	M	Voted	For	For
				Approve Transaction with Thierry Desmarest	M	Voted	For	For
				Approve Transaction with Christophe de Margerie	M	Voted	Against	Against
				Authorize Repurchase of Up to 10 Percent of Issued Share Capital	M	Voted	For	For
				Reelect Anne Lauvergeon as Director	M	Voted	Against	Against
				Reelect Daniel Bouton as Director	M	Voted	Against	Against
				Reelect Bertrand Collomb as Director	M	Voted	For	For
				Reelect Christophe de Margerie as Director	M	Voted	Against	Against
				Reelect Michel Pebereau as Director	M	Voted	Against	Against
				Electe Patrick Artus as Director	M	Voted	For	For
				Special Business		Voted		For
				Amend Article 12 of Bylaws Re: Age Limit for Chairman	M	Voted	For	For
				Shareholder Proposals		Voted		For
				Amend Article 19 of Bylaws Re: Disclosure of Individual Stock Option Plans	S	Voted	Against	For
				Amend Article 11 of Bylaws Re: Nomination of Employee's Shareholder Representative to the Board of Directors	S	Voted	Against	For
				Approve Restricted Stock Plan for Employee	S	Voted	Against	For
Turkcell Iletisim Hizmetleri AS		900111204	1/30/2009	Meeting for ADR Holders		Submitted		For
				Opening and Elect Chairman of Meeting	M	Submitted	TNA	Against
				Authorize Presiding Council to Sign Minutes of Meeting	M	Submitted	TNA	Against
				Amend Article 3 - Re: Corporate Purpose and Subject	M	Submitted	TNA	Against

FORM N-PX

Annual Report of Proxy Voting Record of Registered Management Investment Company

Fund/Fund Family Name: Timothy Large/Mid-Cap Growth Fund / The Timothy Plan

Date of Fiscal Year End: 12/31

Date of Reporting Period: July 1, 2008 – June 30, 2009

Timothy Large/Mid-Cap Growth Fund

Security Name	Ticker	Security ID	Meeting Date	Description of Matter/Proposal	Proposed by Mgt (M) or SH (S)	Vote? (Yes or No)	Vote For, Against or Abstain	Fund Cast its Vote For or Against Management
Interactive Brokers Group.	IBKR	45841N107	7/8/08
				1 Elect Directors		Split
				1.1 Elect Director Thomas Peterffy	M	Yes	Against	Against
				1.2 Elect Director Earl H. Nemser	M	Yes	Against	Against
				1.3 Elect Director Paul J. Brody	M	Yes	Against	Against
				1.4 Elect Director Milan Galik	M	Yes	Against	Against
				1.5 Elect Director Lawrence E Harris	M	Yes	For	For
				1.6 Elect Director Hans R. Stoll	M	Yes	For	For
				1.7 Elect Director Ivers W. Riley	M	Yes	For	For
				2 Approve Omnibus Stock Plan	M	Yes	Against	Against
				3 Ratify Auditors	M	Yes	For	For
Marvell Technology Group, Ltd	MRVL	G5876H105	7/11/08	This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
				1 Election of Class 1 Director: John G. Kassakian	M	Yes	For	For
				2 Election of Class 2 Director: Kuo Wei (Herbert) Chang	M	Yes	Against	Against
				3 Election of Class 2 Director: Juergen Gromer, PH.D.	M	Yes	For	For
				4 Election of Class 2 Director: Arturo Krueger, PH.D.	M	Yes	For	For
				5 Ratify Auditors	M	Yes	For	For
Legg Mason, Inc.	LM	524901105	7/22/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Required Independent Board Chairman	S	Yes	Against	For
				4 Advisory Vote to Ratify Named Executive Officers’ Compensation	S	Yes	For	Against
BE Aerospace, Inc.	BEAV	073302101	7/31/08
				1 Elect Directors		Split
				1.1 Elect Director Robert J. Khoury	M	Yes	For	For
				1.2 Elect Director Jonathan M. Schofield	M	Yes	Withhold
				2 Implement MacBride Principles	S	Yes	Against	For
Precision Castparts Corp.	PCP	740189105	8/12/08
				1 Elect Directors	M	Yes	For	For
				2 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Renesola Ltd		75971T103	8/29/08	Meeting for ADR Holders
				1 To receive, consider and approve the financial statements for the year ended 31 December 2007, together with the reports of the Directors and Auditors thereon	M	Yes	For	For
				2 To Re-Elect Yuncai Wu as a Director of the company, who is retiring by rotation and offering himself for re-election in accordance with the company’s articles of association	M	Yes	For	For
				3 Approve the appointment of Robert Naii Lee as an independent director of the company	M	Yes	For	For
				4 Ratify auditors	M	Yes	For	For
				5 To authorize the directors to determine the remuneration of the auditors	M	Yes	For	For
				6 To adopt the amended and restated memorandum and articles of association produced to the meeting and initialed by the Chairman for the purposes of identification	M	Yes	Against	Against
NetApp, Inc.	NTAP	64110D104	9/2/08
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	Against	Against
				4 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				5 Ratify Auditors	M	Yes	For	For
Discovery Communications, Inc.	DISCA	25468Y107	9/15/08
				1 Approve Merger Agreement	M	Yes	For	For
				2 Approve Issuance of Shares for a Private Placement	M	Yes	For	For
				3 Increase Authorized Preferred and Common Stock	M	Yes	For	For
				4 Amend Omnibus Stock Plan	M	Yes	Against	Against
				5 Elect Directors	M	Yes	Withhold
				6 Ratify Auditors	M	Yes	For	For
Global Payments, Inc.	GPN	37940X102	9/26/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Paychex, Inc.	PAYX	704326107	10/7/08
				1 Elect Director B. Thomas Golisano	M	Yes	For	For
				2 Elect Director David J.S. Flaschen	M	Yes	For	For
				3 Elect Director Phillip Horsley	M	Yes	For	For
				4 Elect Director Grant M. Inman	M	Yes	For	For
				5 Elect Director Pamela A. Joseph	M	Yes	For	For
				6 Elect Director Jonathan J. Judge	M	Yes	For	For
				7 Elect Director Joseph M. Tucci	M	Yes	For	For
				8 Elect Director Joseph M. Velli	M	Yes	For	For
				9 Ratify Auditors	M	Yes	For	For
Vistaprint Limited	VPRT	G93762204	11/7/08	This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
				1 Elect Directors		Split
				1.1 Elect Director Robert Keane	M	Yes	For	For
				1.2 Elect Director Daniel Ciporin	M	Yes	Withhold
				2 To approve the company second amended and restated bye-laws	M	Yes	For	For
				3 To ratify and approve the appointment of Ernst & Young LLP as the company’s independent registered public account firm for the fiscal year ending June 30, 2009	M	Yes	For	For
Devry, Inc	DV	251893103	11/13/08
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Johnson Controls, Inc.	JCI	48366107	1/21/09
				1 Elect Directors		Split
				1.1 Elect Director Dennis W. Archer	M	Yes	Withhold
				1.2 Elect Director Richard Goodman	M	Yes	For	For
				1.3 Elect Director Southwood J. Morcott	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Adopt Policy to Obtain Shareholders Approval of Survivor Benefits	S	Yes	For	Against
AmerisourceBergen Corp	ABC	03073E105	2/19/09
				1 Elect Director Richard C. Gozon	M	Yes	For	For
				2 Elect Director Michael J. Long	M	Yes	For	For
				3 Elect Director J. Lawrence Wilson	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
				5 Amend Omnibus Stock Plan	M	Yes	For	For
				6 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	S	Yes	For	Against
Franklin Resources, Inc.	BEN	354613101	3/11/09
				1 Elect Director Samuel H. Armacost	M	Yes	For	For
				2 Elect Director Charles Crocker	M	Yes	For	For
				3 Elect Director Joseph R. Hardiman	M	Yes	For	For
				4 Elect Director Robert D. Joffe	M	Yes	For	For
				5 Elect Director Charles B. Johnson	M	Yes	For	For
				6 Elect Director Gregory E. Johnson	M	Yes	For	For
				7 Elect Director Rupert H. Johnson, Jr.	M	Yes	For	For
				8 Elect Director Thomas H. Kean	M	Yes	For	For
				9 Elect Director Chutta Ratnathicam	M	Yes	For	For
				10 Elect Director Peter M. Sacerdote	M	Yes	For	For
				11 Elect Director Laura Stein	M	Yes	For	For
				12 Elect Director Anne M. Tatlock	M	Yes	For	For
				13 Ratify Auditors	M	Yes	For	For
				14 Amend Executive Incentive Bonus Plan	M	Yes	For	For
F5 Networks, Inc.	FFIV	315616102	3/12/09
				1 Elect Director Karl D. Guelich	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
T. Rowe Price Group, Inc.	TROW	74144T108	4/8/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Sybase, Inc.	S	871130100	4/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
C.R. Bard, Inc.	BCR	067383109	4/15/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Executive Incentive Bonus Plan	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Ametek, Inc.	AME	031100100	4/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Interactive Brokers Group, Inc.	IBKR	45841N107	4/21/09
				1 Elect Director Thomas Peterffy	M	Yes	Against	Against
				2 Elect Director Earl H. Nemser	M	Yes	Against	Against
				3 Elect Director Paul J. Brody	M	Yes	Against	Against
				4 Elect Director Milan Galik	M	Yes	Against	Against
				5 Elect Director Lawrence E. Harris	M	Yes	For	For
				6 Elect Director Hans R. Stoll	M	Yes	For	For
				7 Elect Director Ivers W. Riley	M	Yes	For	For
				8 Ratify Auditors	M	Yes	For	For
NetApp, Inc.	NTAP	64110D104	4/21/09
				1 Approve Stock Option Exchange Program	M	Yes	Against	Against
EQT Corporation	EQT	26884L109	4/22/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Omnibus Stock Plan	M	Yes	For	For
				4 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
Cullen/Frost Bankers, Inc.	CFR	229899109	4/23/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
McAfee, Inc.	MFE	579064106	4/27/09
				1 Elect Directors	M	Yes	For	For
				2 Declassify the Board of Directors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				5 Amend Non-Employee Director Omnibus Stock Plan	M	Yes	For	For
				6 Ratify Auditors	M	Yes	For	For
Console Energy, Inc.	CNX	20854P109	4/28/09
				1 Elect Directors		Split
				1.1 Elect Director John Whitmire	M	Yes	For	For
				1.2 Elect Director J. Brett Harvey	M	Yes	For	For
				1.3 Elect Director James E. Altmeyer, Sr.	M	Yes	Withhold
				1.4 Elect Director Philip W. Baxter	M	Yes	For	For
				1.5 Elect Director William E. Davis	M	Yes	For	For
				1.6 Elect Director RajK. Gupta	M	Yes	For	For
				1.7 Elect Director Patricia A. Hammick	M	Yes	For	For
				1.8 Elect Director David C. Hardesty, Jr.	M	Yes	For	For
				1.9 Elect Director John T. Mills	M	Yes	For	For
				1.10 Elect Director William P. Powell	M	Yes	For	For
				1.11 Elect Director Joseph T. Williams	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Require a Majority Vote for the Election of Directors	S	Yes	For	Against
				5 Provide Early Disclosure of Shareholder Proposal Voting Results	S	Yes	For	Against
FMC Corp.	FMC	302491303	4/28/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
L-3 Communications Holdings, Inc.	LLL	502424104	4/28/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Lazard Ltd	LAZ	G54050102	4/28/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration	M	Yes	For	For
Strayer Education, Inc.	STRA	863236105	4/28/09
				1 Elect Directors		Split
				1.1 Elect Director Robert S. Silberman	M	Yes	For	For
				1.2 Elect Director Dr. Charlotte F. Beason	M	Yes	For	For
				1.3 Elect William E. Brock Director	M	Yes	For	For
				1.4 Elect Director David A. Coulter	M	Yes	For	For
				1.5 Elect Director Robert R. Grusky	M	Yes	For	For
				1.6 Elect Director Robert L. Johnson	M	Yes	Against	Against
				1.7 Elect Director Todd A. Milano	M	Yes	Against	Against
				1.8 Elect Director Thomas Waite, III	M	Yes	For	For
				1.9 Elect Director J. David Wargo	M	Yes	Against	Against
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
The GEO Group, Inc.	GEO	36159R103	4/29/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Report on Political Contributions	S	Yes	For	Against
Mettler-Toledo International, Inc.	MTD	592688105	4/30/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
FLIR Systems, Inc.	FLIR	302445101
				1 Elect Directors	M	Yes	For	For
				2 Approve Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Occidental Petroleum Corp.	OXY	674599105	5/1/09
				1 Elect Directors	M	Yes	Against	Against
				2 Ratify Auditors	M	Yes	For	For
				3 Provide Right to Call Special Meeting	M	Yes	For	For
				4 Report on Host country Social and Environmental Laws	S	Yes	Against	For
AFLAC Incorporated	AFL	001055102	5/4/09
				1 Elect Directors	M	Yes	For	For
				2 Advisory Vote to Ratify Named Executive Officers’ Compensation	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Zimmer Holdings, Inc.	ZMH	98956P102	5/4/09
				1 Elect Director Betsy J. Bernard	M	Yes	For	For
				2 Elect Director Marc N. Casper	M	Yes	For	For
				3 Elect Director David C. Dvorak	M	Yes	For	For
				4 Elect Director Ro9bert A. Hagemann	M	Yes	For	For
				5 Elect Director Arthur J. Higgins	M	Yes	For	For
				6 Elect Director Cecil B. Pickett	M	Yes	For	For
				7 Elect Director Augustus A. White, III	M	Yes	For	For
				8 Ratify Auditors	M	Yes	For	For
				9 Approve Omnibus Stock Pension	M	Yes	For	For
				10 Amend Non-Employee Director Omnibus Stock Plan	M	Yes	For	For
				11 Amend Deferred Compensation	M	Yes	For	For
Danaher Corp.	DHR	235851102	5/5/09
				1 Elect Directors		Split
				1.1 Elect Director Mortimer M. Caplin	M	Yes	For	For
				1.2 Elect Director Donald J. Ehrlich	M	Yes	For	For
				1.3 Elect Director Walter G. Lohr, Jr.	M	Yes	Against	Against
				1.4 Elect Director Linda P. Hefner	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
				4 Adopt Employment Contract	S	Yes	For	Against
				5 Stock Retention/Holding Period	S	Yes	For	Against
				6 Report on Mercury Product Policies	S	Yes	For	Against
O’Reilly Automotive, Inc.	ORLY	686091109	5/5/09
				1 Elect Directors		Split
				1.1 Elect Director Charles H. O’Reilly, Jr.	M	Yes	Withhold
				1.2 Elect Director – John Murphy	M	Yes	For	For
				1.3 Elect Director –Ronald Rashkow	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Nonqualified Employee Stock Purchase Plan	M	Yes	For	For
				4 Approve Omnibus Stock Plan	M	Yes	Against	Against
American Tower Corp.	AMT	029912201	5/6/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Laboratory Corporation of America Holdings	LH	50540R409	5/6/09
				1 Elect Director Thomas P. Mac Mahon	M	Yes	For	For
				2 Elect Director Kerrii B. Anderson	M	Yes	For	For
				3Elect Director Jean-Luc Belingard	M	Yes	Against	Against
				4 Elect Director David P. King	M	Yes	For	For
				5 Elect Director Wendy E. Lane	M	Yes	For	For
				6 Elect Director Robert E. Mittelstaedt, Jr.	M	Yes	For	For
				7 Elect Director Arthur H. Rubenstein	M	Yes	For	For
				8 Elect Director M. Keith Weikel	M	Yes	For	For
				9Elect Director R. Sanders Williams	M	Yes	For	For
				10 Ratify Auditors	M	Yes	For	For
People’s United Financial, Inc.	PBCT	712704105	5/7/09
				1 Elect Directors		Split
				1.1 Elect Director George P. Carter	M	Yes	Withhold
				1.2 Elect Director Jerry Franklin	M	Yes	Withhold
				1.3 Elect Director Eunice S. Groark	M	Yes	For	For
				1.4 Elect Director James A. Thomas	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For
Weatherford International, Ltd.	WFT	H27013103	5/7/09	This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
				1 Elect Directors		Split
				1.1 Reelect Bernhard Duroc-Danner as Director	M	Yes	For	For
				1.2 Reelect Nicholas Brady as Director	M	Yes	For	For
				1.3 Reelect David Butters as Director	M	Yes	Against	Against
				1.4 Reelect William Macaulay as Director	M	Yes	For	For
				1.5 Reelect Robert Millard as Director	M	Yes	Against	Against
				1.6 Reelect Robert Moses as Director	M	Yes	For	For
				1.7 Reelect Robert Rayne as Director	M	Yes	Against	Against
				2 Ratify Ernst & Young LLP as Independent Registered Public Accounting Firm and Ernst & Young AG as Statutory Auditors	M	Yes	For	For
				3 Transact Other Business (Non-Voting)	M	No	None	None
Colegate-Palmolive Co	CL	194162103	5/8/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Omnibus Stock Plan	M	Yes	For	For
				4 Advisory Vote to Ratify Named Executive Officers' Compensation	S	Yes	For	Against
St. Jude Medical, Inc.	STJ	790849103	5/8/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Executive Incentive Bonus Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
BioMarin Pharmaceutical, Inc.	BMRN	09061G101	5/12/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Cephalon, Inc.	CEPH	156708109	5/12/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Stock Option Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Alexion Pharmaceuticals, Inc.	ALXN	015351109	5/13/09
				1 Elect Directors		Split
				1.1 Elect Director Leonard Bell	M	Yes	For	For
				1.2 Elect Director Max Link	M	Yes	For	For
				1.3 Elect Director Joseph A. Madri	M	Yes	Withhold
				1.4 Elect Director Larry L. Mathis	M	Yes	For	For
				1.5 Elect Director R. Douglas Norby	M	Yes	For	For
				1.6 Elect Director Alvin S. Parven	M	Yes	For	For
				1.7 Elect Director Ruedi E. Waeger For	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Cameron International Corp.	CAM	13342B105	5/13/09
				1 Elect Directors		Split
				1.1 Elect Director C. Baker Cunningham	M	Yes	Withhold
				1.2 Elect Director Sheldon R. Erikson	M	Yes	Withhold
				1.3 Elect Director Douglas L. Foshee	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
National Oilwell Varco, Inc.	NOV	637071101	5/13/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Amend Omnibus Stock Plan	M	Yes	For	For
Ansys, Inc.	ANSS	03662Q105	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Broadcom Corp.	BRCM	111320107	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Flowserve Corp.	FLS	34354P105	5/14/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Omnibus Stock plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Pactiv corp.	PTV	695257105	5/15/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
StatoilHydro ASA (Formerly Statoil ASA)	ASA	85771P102	5/19/09	Meeting for ADR Holders
				1 Open Meeting	M	No	None	None
				2 Elect Olaug Svarva as Chairman of Meeting	M	Yes	For	For
				3 Approve Notice of Meeting and Agenda	M	Yes	For	For
				4 Registration of Attending Shareholders and Proxies	M	No	None	None
				5 Designate Inspectors of Minutes of Meeting	M	Yes	For	For
				6 Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 7.25 per Share (NOK 4.40 as Ordinary Dividend and NOK 2.85 as Special Dividend)	M	Yes	For	For
				7 Approve Remuneration of Auditors	M	Yes	For	For
				8 Elect One Deputy Member of Corporate Assembly	M	Yes	Against	Against
				9 Approve Remuneration Policy And Other Terms of Employment For Executive Management	M	Yes	Against	Against
				10 Authorize Repurchase and Reissuance of Shares up to NOK 15 Million Aggregate Par Value for Share Saving Scheme for Employees	M	Yes	Against	Against
				11 Change Company Name to Statoil ASA; Amend Corporate Purpose: Include Other Forms of Energy	M	Yes	For	For
				Shareholder Proposals
				12 Withdraw Company From Tar Sands Activities in Canada	S	Yes	Against	For
Amphenol Corp.	APH	032095101	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Executive Incentive Bonus Plan	M	Yes	For	For
				4 Approve Omnibus Stock Plan	M	Yes	For	For
Nvidia Corporation	NVDA	67066G104	5/20/09
				1 Elect Directors	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For
ON Semiconductor Corporation	ONNN	682189105	5/520/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Qualified Employee Stock Purchase Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Range Resources Corporation	RRC	75281A109	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
				4 Other Business	M	Yes	Against	Against
Ross Stores, Inc.	ROST	778296103	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Thermo Fisher Scientific, Inc.	TMO	883556102	5/20/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Medco Health Solutions, Inc.	MHS	58405U102	5/21/09
				1 Elect Director Charles M. Lillis, Ph.D.	M	Yes	For	For
				2 Elect Director William L. Roper, M.D.	M	Yes	For	For
				3 Elect Director David D. Stevens	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
				5 Approve Executive Incentive Bonus Plan	M	Yes	For	For
Quanta Services, Inc.	PWR	74762E102	5/21/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
SEI Investment Company	SEIC	784117103	5/21/09
				1 Elect Directors	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For
Partnerre Ltd (formerly Partnerre Holdings, Ltd)	PRE	G6852T105	5/22/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Deloitte & Touche as Auditors and Authorize Board to Fix Their Remuneration	M	Yes	For	For
				3 Approve 2009 Employee Share Plan	M	Yes	For	For
				4 Amend Non-Employee Director Share Plan	M	Yes	For	For
				5 Approve Term Extension of Swiss Share Purchase Plan	M	Yes	For	For
				Proposals 6A - 6F are Cross-Conditioned upon Shareholder Approval of All Proposals 6A - 6F
				6A Approve Elimination of Supermajority Vote Requirement	M	Yes	For	For
				6B Amend Bylaws Re: Advance Notice Provisions	M	Yes	For	For
				6C Amend Bylaws Re: Limitations on Ownership and Voting	M	Yes	For	For
				6D Amend Bylaws Re: Idemnification Provisions	M	Yes	For	For
				6E Amend Bylaws Re: Election, Disqualification and Removal of Director Provisions	M	Yes	Against	Against
				6F Amend Bylaws Re: Other Changes	M	Yes	For	For
Superior Energy Services, Inc.	SPN	868157108	5/22/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Approve Omnibus Stock Plan	M	Yes	For	For
Williams-Sonoma, Inc.	WSM	969904104	5/22/09
				1 Elect Directors		Split
				1.1 Elect Director W. Howard Lester	M	Yes	For	For
				1.2 Elect Director Adrian D.P. Bellamy	M	Yes	Withhold
				1.3 Elect Director Patrick J. Connolly	M	Yes	For	For
				1.4 Elect Director Adrian T. Dillon	M	Yes	For	For
				1.5 Elect Director Anthony A. Greener	M	Yes	Withhold
				1.6 Elect Director Ted W. Hall	M	Yes	Withhold
				1.7 Elect Director Michael R. Lynch	M	Yes	For	For
				1.8 Elect Director Richard T. Robertson	M	Yes	Withhold
				1.9 Elect Director David B. Zenoff	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Require Independent Board Chairman	S	Yes	For	Against
Express Scripts, Inc.	ESRX	302182100	5/27/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Exxon Mobil Corp.	XOM	30231G102	5/27/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
				3 Provide for Cumulative Voting	S	Yes	For	Against
				4 Amend Articles/Bylaws/Charter -- Call Special Meetings	S	Yes	For	Against
				5 Reincorporate in Another State [from New Jersey to North Dakota]	S	Yes	Against	For
				6 Require Independent Board Chairman	S	Yes	For	Against
				7 Advisory Vote to Ratify Named Executive Officers' Compensation	S	Yes	For	Against
				8 Compare CEO Compensation to Average U.S. per Capita Income	S	Yes	Against	For
				9 Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks	S	Yes	Against	For
				10 Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity	S	Yes	For	Against
				11 Adopt Quantitative GHG Goals for Products and Operations	S	Yes	For	Against
				12 Report on Climate Change Impacts on Emerging Countries	S	Yes	Against	For
				13 Adopt Policy to Increase Renewable Energy	S	Yes	For	Against
Fidelity National Financial, Inc.	FNF	31620R105	5/28/09
				1 Elect Directors	M	Yes	For	For
				2 Ratify Auditors	M	Yes	For	For
Henry Schein, Inc.	HSIC	806407102	5/28/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Approve Executive Incentive Bonus Plan	M	Yes	For	For
				4 Ratify Auditors	M	Yes	For	For
Juniper Networks, Inc.	JNPR	48203R104	5/28/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Lender Processing Services, Inc.	LPS	52602E102	5/28/09
				1 Elect Director Marshall Haines	M	Yes	For	For
				2 Elect Director James K. Hunt	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
				4 Approve Omnibus Stock Plan	M	Yes	For	For
				5 Approve Executive Incentive Bonus Plan	M	Yes	For	For
Lowe’s Companies, Inc.	LOW	548661107	5/29/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
				4 Eliminate Supermajority Vote Requirement	M	Yes	For	For
				5 Reincorporate in Another State from Delaware to North Dakota	S	Yes	Against	For
				6 Adopt Principles for Health Care Reform	S	Yes	Against	For
				7 Require Independent Board Chairman	S	Yes	Against	For
FTI Consulting, Inc.	FCN	302941109	6/03/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Cognizant Technology Solutions Corp.	CTSH	192446102	6/5/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Omnibus Stock Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
DaVita Inc.	DVA	23918K108	6/15/09
				1 Elect Directors	M	Yes	For	For
				2 Amend Executive Incentive Bonus Plan	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
Dollar Tree Inc.	DLTR	256746108	6/18/09
				1 Elect Directors	M	Yes	Withhold
				2 Declassify the Board of Directors	S	Yes	For	Against
SAIC Inc.	SAI	78390X101	6/19/09
				1 Elect Directors	M	Yes	For	For
				2 Approve Conversion of Securities	M	Yes	For	For
				3 Ratify Auditors	M	Yes	For	For
United Therapeutics Corp.	UTHR	91307C102	6/26/09
				1 Elect Directors	M	Yes	Withhold
				2 Ratify Auditors	M	Yes	For	For

FORM N-PX

Annual Report of Proxy Voting Record of Registered Management Investment Company

Fund/Fund Family Name: Timothy Large/Mid-Cap Value Fund /The Timothy Plan

Date of Fiscal Year End: 12/31

Date of Reporting Period: July 1, 2008 – June 30, 2009

Timothy Large/Mid-Cap Value Fund

Security Name	Ticker	Security ID/CUSIP	Meeting Date	Description of Matter/Proposal	Proposed by Mgt (M) or SH(S)	Vote? (Yes or No)	Vote For, Against or Abstain	Fund Cast its Vote For or Against Management
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Article Amendments	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Financial Statements, Allocation of Income, and Discharge Directors	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Stock Par Value Change	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Continuance of Company	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Company Name Change	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Miscellaneous Corporate Governance	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Amalgamation Plan	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Article Amendments	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Miscellaneous Corporate Governance	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Miscellaneous Corporate Governance	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Stock Compensation Plan	Management	Yes	Against	Against
ACE LIMITED	ACE	G0070K103	7/14/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ACE LIMITED	ACE	G0070K103	7/14/08	Approve Allocation of Dividends on Shares Held By Company	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	Against	Against
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors(Majority Voting)	Management	Yes	Against	Against
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	Against	Against
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Election of Directors (Majority Voting)	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
CONSTELLATION ENERGY GROUP, INC.	CEG	210371100	7/18/08	Authorize Common Stock Increase	Management	Yes	For	For
BMC SOFTWARE, INC.	BMC	55921100	7/22/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
HARRIS CORPORATION	HRS	413875105	10/24/08	Election of Directors (Majority Voting)	Management	Yes	Against	Against
HARRIS CORPORATION	HRS	413875105	10/24/08	Election of Directors (Majority Voting)	Management	Yes	For	For
HARRIS CORPORATION	HRS	413875105	10/24/08	Election of Directors (Majority Voting)	Management	Yes	For	For
HARRIS CORPORATION	HRS	413875105	10/24/08	Election of Directors (Majority Voting)	Management	Yes	For	For
HARRIS CORPORATION	HRS	413875105	10/24/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
HARRIS CORPORATION	HRS	413875105	10/24/08	Authorize Common Stock Increase	Management	Yes	For	For
HARRIS CORPORATION	HRS	413875105	10/24/08	Declassify Board	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Classify Board	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Eliminate Cumulative Voting	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Amend Articles-Board Related	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Miscellaneous Compensation Plans	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Approve Stock Compensation Plan	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Adopt Employee Stock Purchase Plan	Management	Yes	For	For
CARDINAL HEALTH, INC.	CAH	14149Y108	11/5/08	Miscellaneous Shareholder Proposal	Shareholder	Yes	For	Against
LAM RESEARCH CORPORATION	LRCX	512807108	11/6/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
TRANSOCEAN INC	RIG	G90073100	12/8/08	Approve Merger Agreement	Management	Yes	For	For
TRANSOCEAN INC	RIG	G90073100	12/8/08	Approve Motion to Adjourn Meeting	Management	Yes	For	For
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	12/23/08	Stock Issuance	Management	Yes	For	For
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	12/23/08	Approve Motion to Adjourn Meeting	Management	Yes	For	For
FOSTER WHEELER LTD.	FWLT	G36535139	1/27/09	Share Scheme	Management	Yes	For	For
FOSTER WHEELER LTD.	FWLT	G36535139	1/27/09	Approve Motion to Adjourn Meeting	Management	Yes	For	For
COSTCO WHOLESALE CORPORATION	COST	22160K105	1/28/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
EMERSON ELECTRIC CO.	EMR	291011104	2/3/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ROCKWELL COLLINS, INC.	COL	774341101	2/10/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FRANKLIN RESOURCES, INC.	BEN	354613101	3/11/09	Amend Stock Compensation Plan	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Amend Stock Compensation Plan	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	3/18/09	Approve Remuneration of Directors and Auditors	Management	Yes	For	For
SYBASE, INC.	SY	871130100	4/14/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
SYBASE, INC.	SY	871130100	4/14/09	Amend Stock Option Plan	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Election of Directors (Majority Voting)	Management	Yes	For	For
WILLIS GROUP HOLDINGS LIMITED	WSH	G96655108	4/22/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
HCP, INC.	HCP	40414L109	4/23/09	Amend Stock Compensation Plan	Management	Yes	Against	Against
HCP, INC.	HCP	40414L109	4/23/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
MCAFEE, INC.	MFE	579064106	4/27/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
MCAFEE, INC.	MFE	579064106	4/27/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MCAFEE, INC.	MFE	579064106	4/27/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
MCAFEE, INC.	MFE	579064106	4/27/09	Declassify Board	Management	Yes	For	For
MCAFEE, INC.	MFE	579064106	4/27/09	Amend Stock Compensation Plan	Management	Yes	For	For
MCAFEE, INC.	MFE	579064106	4/27/09	Amend Employee Stock Purchase Plan	Management	Yes	For	For
MCAFEE, INC.	MFE	579064106	4/27/09	Amend Stock Option Plan	Management	Yes	Against	Against
MCAFEE, INC.	MFE	579064106	4/27/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
AMERICAN ELECTRIC POWER COMPANY, INC.	AEP	25537101	4/28/09	Eliminate Cumulative Voting	Management	Yes	For	For
AMERICAN ELECTRIC POWER COMPANY, INC.	AEP	25537101	4/28/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Election of Directors (Majority Voting)	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Amend Employee Stock Purchase Plan	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Ratify Appointment of Independent Auditors	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	Miscellaneous Compensation Plans	Management	No
THE PNC FINANCIAL SERVICES GROUP, INC.	PNC	693475105	4/28/09	S/H Proposal - Executive Compensation	Shareholder	No
LAZARD LTD	LAZ	G54050102	4/28/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	Election of Directors (Majority Voting)	Management	Yes	For	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	S/H Proposal - Proxy Process/Statement	Shareholder	Yes	Against	For
MARATHON OIL CORPORATION	MRO	565849106	4/29/09	S/H Proposal - Executive Compensation	Shareholder	Yes	For	Against
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Election of Directors (Majority Voting)	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	Restore Right to Call a Special Meeting	Management	Yes	For	For
OCCIDENTAL PETROLEUM CORPORATION	OXY	674599105	5/1/09	S/H Proposal - Environmental	Shareholder	Yes	Against	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	Approve Stock Compensation Plan	Management	Yes	Against	Against
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	S/H Proposal - Environmental	Shareholder	Yes	Against	For
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	S/H Proposal - Advisory Vote Executive Pay	Shareholder	Yes	For	Against
DOMINION RESOURCES, INC.	D	25746U109	5/5/09	S/H Proposal - Executive Compensation	Shareholder	Yes	Against	For
FOSTER WHEELER AG	FWLT	H27178104	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FOSTER WHEELER AG	FWLT	H27178104	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FOSTER WHEELER AG	FWLT	H27178104	5/5/09	Election of Directors (Majority Voting)	Management	Yes	For	For
FOSTER WHEELER AG	FWLT	H27178104	5/5/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FOSTER WHEELER AG	FWLT	H27178104	5/5/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FOSTER WHEELER AG	FWLT	H27178104	5/5/09	Miscellaneous Corporate Actions	Management	Yes	Abstain	Against
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Election of Directors (Majority Voting)	Management	Yes	For	For
LABORATORY CORP. OF AMERICA HOLDINGS	LH	50540R409	5/6/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
AXIS CAPITAL HOLDINGS LIMITED	AXS	G0692U109	5/6/09	Amend Stock Compensation Plan	Management	Yes	Against	Against
AXIS CAPITAL HOLDINGS LIMITED	AXS	G0692U109	5/6/09	Approve Charter Amendment	Management	Yes	For	For
AXIS CAPITAL HOLDINGS LIMITED	AXS	G0692U109	5/6/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ARCH CAPITAL GROUP LTD.	ACGL	G0450A105	5/6/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
PUBLIC STORAGE	PSA	74460D109	5/7/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
APACHE CORPORATION	APA	37411105	5/7/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
APACHE CORPORATION	APA	37411105	5/7/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
APACHE CORPORATION	APA	37411105	5/7/09	Election of Directors (Majority Voting)	Management	Yes	For	For
APACHE CORPORATION	APA	37411105	5/7/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	Approve Stock Compensation Plan	Management	Yes	For	For
COLGATE-PALMOLIVE COMPANY	CL	194162103	5/8/09	S/H Proposal - Advisory Vote Executive Pay	Shareholder	Yes	For	Against
BUNGE LIMITED	BG	G16962105	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BUNGE LIMITED	BG	G16962105	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BUNGE LIMITED	BG	G16962105	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BUNGE LIMITED	BG	G16962105	5/8/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BUNGE LIMITED	BG	G16962105	5/8/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
BUNGE LIMITED	BG	G16962105	5/8/09	Approve Stock Compensation Plan	Management	Yes	Against	Against
DENTSPLY INTERNATIONAL INC.	XRAY	249030107	5/12/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Ratify Appointment of Independent Auditors	Management	Yes	Against	Against
CONOCOPHILLIPS	COP	20825C104	5/13/09	Adopt Employee Stock Purchase Plan	Management	Yes	For	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	S/H Proposal - Health Issues	Shareholder	Yes	Against	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	S/H Proposal - Advisory Vote Executive Pay	Shareholder	Yes	For	Against
CONOCOPHILLIPS	COP	20825C104	5/13/09	S/H Proposal - Political/Government	Shareholder	Yes	Against	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	S/H Proposal - Environmental	Shareholder	Yes	Against	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	S/H Proposal - Environmental	Shareholder	Yes	Against	For
CONOCOPHILLIPS	COP	20825C104	5/13/09	Miscellaneous Shareholder Proposal	Shareholder	Yes	Against	For
MURPHY OIL CORPORATION	MUR	626717102	5/13/09	Miscellaneous Shareholder Proposal	Shareholder	Yes	Against	For
MURPHY OIL CORPORATION	MUR	626717102	5/13/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FLOWSERVE CORPORATION	FLS	34354P105	5/14/09	Approve Stock Compensation Plan	Management	Yes	Against	Against
FLOWSERVE CORPORATION	FLS	34354P105	5/14/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	Against	Against
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Election of Directors (Majority Voting)	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
UNION PACIFIC CORPORATION	UNP	907818108	5/14/09	S/H Proposal - Political/Government	Shareholder	Yes	For	Against
DR PEPPER SNAPPLE GROUP INC	DPS	2.61E+113	5/19/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DR PEPPER SNAPPLE GROUP INC	DPS	2.61E+113	5/19/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DR PEPPER SNAPPLE GROUP INC	DPS	2.61E+113	5/19/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DR PEPPER SNAPPLE GROUP INC	DPS	2.61E+113	5/19/09	Amend Cash/Stock Bonus Plan	Management	Yes	For	For
DR PEPPER SNAPPLE GROUP INC	DPS	2.61E+113	5/19/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
DR PEPPER SNAPPLE GROUP INC	DPS	2.61E+113	5/19/09	Approve Stock Compensation Plan	Management	Yes	For	For
FIRSTENERGY CORP.	FE	337932107	5/19/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FIRSTENERGY CORP.	FE	337932107	5/19/09	S/H Proposal - Election of Directors By Majority Vote	Shareholder	Yes	For	Against
FIRSTENERGY CORP.	FE	337932107	5/19/09	Miscellaneous Shareholder Proposal	Shareholder	Yes	For	Against
FIRSTENERGY CORP.	FE	337932107	5/19/09	Miscellaneous Shareholder Proposal	Shareholder	Yes	Against	For
FIRSTENERGY CORP.	FE	337932107	5/19/09	S/H Proposal - Election of Directors By Majority Vote	Shareholder	Yes	For	Against
THERMO FISHER SCIENTIFIC INC.	TMO	883556102	5/20/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ADVANCE AUTO PARTS, INC.	AAP	00751Y106	5/20/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Election of Directors (Majority Voting)	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Receive Directors' Report	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Approve Financial Statements, Allocation of Income, and Discharge Directors	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Receive Consolidated Financial Statements	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Dividends	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Declassify Board	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Approve Charter Amendment	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ACE LIMITED	ACE	H0023R105	5/20/09	Approve Allocation of Dividends on Shares Held By Company	Management	Yes	For	For
INVESCO LTD	IVZ	G491BT108	5/21/09	Election of Directors (Majority Voting)	Management	Yes	For	For
INVESCO LTD	IVZ	G491BT108	5/21/09	Election of Directors (Majority Voting)	Management	Yes	For	For
INVESCO LTD	IVZ	G491BT108	5/21/09	Election of Directors (Majority Voting)	Management	Yes	For	For
INVESCO LTD	IVZ	G491BT108	5/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
BLACKROCK, INC.	BLK	09247X101	5/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FPL GROUP, INC.	FPL	302571104	5/22/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
FPL GROUP, INC.	FPL	302571104	5/22/09	Amend Stock Compensation Plan	Management	Yes	For	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Adopt Cumulative Voting	Shareholder	Yes	For	Against
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Proxy Process/Statement	Shareholder	Yes	For	Against
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	Miscellaneous Shareholder Proposal	Shareholder	Yes	Against	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Separate Chairman/Coe	Shareholder	Yes	For	Against
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Advisory Vote Executive Pay	Shareholder	Yes	For	Against
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Executive Compensation	Shareholder	Yes	Against	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Create a Non-Discriminatory Sexual Orientation Policy	Shareholder	Yes	Against	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Create a Non-Discriminatory Sexual Orientation Policy	Shareholder	Yes	Against	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Report/Reduce Greenhouse Gas Emissions	Shareholder	Yes	For	Against
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Environmental	Shareholder	Yes	Against	For
EXXON MOBIL CORPORATION	XOM	30231G102	5/27/09	S/H Proposal - Adopt Conservation Policy	Shareholder	Yes	Against	For
THE SOUTHERN COMPANY	SO	842587107	5/27/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
THE SOUTHERN COMPANY	SO	842587107	5/27/09	Approve Charter Amendment	Management	Yes	For	For
THE SOUTHERN COMPANY	SO	842587107	5/27/09	Adopt Cumulative Voting	Management	Yes	For	For
THE SOUTHERN COMPANY	SO	842587107	5/27/09	S/H Proposal - Environmental	Shareholder	Yes	Against	For
THE SOUTHERN COMPANY	SO	842587107	5/27/09	S/H Proposal - Executive Compensation	Shareholder	Yes	For	Against
COVIDIEN LTD.	COV	G2552X108	5/28/09	Amalgamation Plan	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	5/28/09	Amalgamation Plan	Management	Yes	For	For
COVIDIEN LTD.	COV	G2552X108	5/28/09	Approve Motion to Adjourn Meeting	Management	Yes	For	For
DEVON ENERGY CORPORATION	DVN	25179M103	6/3/09	Election of Directors (Majority Voting)	Management	Yes	For	For
DEVON ENERGY CORPORATION	DVN	25179M103	6/3/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
DEVON ENERGY CORPORATION	DVN	25179M103	6/3/09	Approve Stock Compensation Plan	Management	Yes	Against	Against
DEVON ENERGY CORPORATION	DVN	25179M103	6/3/09	S/H Proposal - Election of Directors By Majority Vote	Shareholder	Yes	For	Against

FORM N-PX

Annual Report of Proxy Voting Record of Registered Management Investment Company

Fund/Fund Family Name:     Timothy Small-Cap Value Fund/The Timothy Plan

Date of Fiscal Year End:     12/31/2008     

Date of Reporting Period: July 1, 2008 – June 30, 2009
 

Timothy Small-Cap Value Fund     

Security Name	Ticker	Security ID/CUSIP	Meeting Date	Description of Matter/Proposal	Proposed by Mgt (M) or SH (S)	Vote? (Yes or No)	Vote For, Against or Abstain	Fund Cast its Vote For or Against Management
ARLINGTON TANKERS LTD.	ATB	G04899103	7/17/08	Election of Directors	Management	Yes	For	For
ARLINGTON TANKERS LTD.	ATB	G04899103	7/17/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
THE MARCUS CORPORATION	MCS	566330106	10/7/08			No
ORIENT-EXPRESS HOTELS LTD.	OEH	G67743107	10/10/08	S/H Proposal - Proxy Process/Statement	Shareholder	Yes	Against	For
ORIENT-EXPRESS HOTELS LTD.	OEH	G67743107	10/10/08	S/H Proposal - Proxy Process/Statement	Shareholder	Yes	Against	For
ORIENT-EXPRESS HOTELS LTD.	OEH	G67743107	10/10/08	Amend Articles-Board Related	Management	No
ORIENT-EXPRESS HOTELS LTD.	OEH	G67743107	10/10/08	Election of Directors (Full Slate)	Management	No
MATRIX SERVICE COMPANY	MTRX	576853105	10/21/08	Ratify Appointment of Independent Auditors	Management	Yes	For	For
UNITED BANKSHARES, INC.	UBSI	909907107	12/23/08	Approve Charter Amendment	Management	Yes	Against	Against
UNITED BANKSHARES, INC.	UBSI	909907107	12/23/08	Approve Motion to Adjourn Meeting	Management	Yes	Against	Against
UNITED BANKSHARES, INC.	UBSI	909907107	12/23/08	Transact Other Business	Management	Yes	Against	Against
MOOG INC.	MOGA	615394202	1/7/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
DIAMOND FOODS, INC.	DMND	252603105	1/28/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
J & J SNACK FOODS CORP.	JJSF	466032109	2/12/09			No
CHATTEM, INC.	CHTT	162456107	4/8/09	Approve Stock Compensation Plan	Management	Yes	Against	Against
CHATTEM, INC.	CHTT	162456107	4/8/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
A.O. SMITH CORPORATION	AOS	831865209	4/14/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
A.O. SMITH CORPORATION	AOS	831865209	4/14/09	Amend Stock Compensation Plan	Management	Yes	For	For
A.O. SMITH CORPORATION	AOS	831865209	4/14/09	Approve Merger Agreement	Management	Yes	For	For
A.O. SMITH CORPORATION	AOS	831865209	4/14/09	Approve Charter Amendment	Management	Yes	For	For
A.O. SMITH CORPORATION	AOS	831865209	4/14/09	Stock Issuance	Management	Yes	For	For
UMB FINANCIAL CORPORATION	UMBF	902788108	4/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
UMB FINANCIAL CORPORATION	UMBF	902788108	4/21/09	S/H Proposal - Declassify Board	Shareholder	Yes	For	Against
TELEDYNE TECHNOLOGIES INCORPORATED	TDY	879360105	4/22/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
ASTEC INDUSTRIES, INC.	ASTE	46224101	4/23/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
WOLVERINE WORLD WIDE, INC.	WWW	978097103	4/23/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
CLECO CORPORATION	CNL	12561W105	4/24/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
CLECO CORPORATION	CNL	12561W105	4/24/09	Approve Stock Compensation Plan	Management	Yes	Against	Against
ROLLINS, INC.	ROL	775711104	4/28/09			No
FIRST NIAGARA FINANCIAL GROUP, INC.	FNFG	33582V108	4/28/09	Miscellaneous Compensation Plans	Management	Yes	For	For
FIRST NIAGARA FINANCIAL GROUP, INC.	FNFG	33582V108	4/28/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
LANDSTAR SYSTEM, INC.	LSTR	515098101	4/30/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
LANDSTAR SYSTEM, INC.	LSTR	515098101	4/30/09	Amend Stock Option Plan	Management	Yes	For	For
MKS INSTRUMENTS, INC.	MKSI	55306N104	5/4/09	Amend Stock Compensation Plan	Management	Yes	For	For
MKS INSTRUMENTS, INC.	MKSI	55306N104	5/4/09	Amend Employee Stock Purchase Plan	Management	Yes	For	For
MKS INSTRUMENTS, INC.	MKSI	55306N104	5/4/09	Amend Employee Stock Purchase Plan	Management	Yes	For	For
MKS INSTRUMENTS, INC.	MKSI	55306N104	5/4/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
POTLATCH CORPORATION	PCH	737630103	5/4/09	Election of Directors (Majority Voting)	Management	Yes	For	For
POTLATCH CORPORATION	PCH	737630103	5/4/09	Election of Directors (Majority Voting)	Management	Yes	For	For
POTLATCH CORPORATION	PCH	737630103	5/4/09	Election of Directors (Majority Voting)	Management	Yes	For	For
POTLATCH CORPORATION	PCH	737630103	5/4/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
APTARGROUP, INC.	ATR	38336103	5/6/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
PENN VIRGINIA CORPORATION	PVA	707882106	5/6/09	Amend Stock Compensation Plan	Management	Yes	Against	Against
AVISTA CORP.	AVA	05379B107	5/7/09	Election of Directors (Majority Voting)	Management	Yes	For	For
AVISTA CORP.	AVA	05379B107	5/7/09	Election of Directors (Majority Voting)	Management	Yes	For	For
AVISTA CORP.	AVA	05379B107	5/7/09	Election of Directors (Majority Voting)	Management	Yes	For	For
AVISTA CORP.	AVA	05379B107	5/7/09	Election of Directors (Majority Voting)	Management	Yes	For	For
AVISTA CORP.	AVA	05379B107	5/7/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
AVISTA CORP.	AVA	05379B107	5/7/09	Approve Stock Compensation Plan	Management	Yes	For	For
AVISTA CORP.	AVA	05379B107	5/7/09	S/H Proposal - Declassify Board	Shareholder	Yes	For
AVISTA CORP.	AVA	05379B107	5/7/09	S/H Proposal - Corporate Governance	Shareholder	Yes	For	Against
THE MIDDLEBY CORPORATION	MIDD	596278101	5/7/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
THE MIDDLEBY CORPORATION	MIDD	596278101	5/7/09	Amend Stock Compensation Plan	Management	Yes	For	For
THE MIDDLEBY CORPORATION	MIDD	596278101	5/7/09	Amend Stock Compensation Plan	Management	Yes	Against	Against
BRINK'S HOME SECURITY HOLDINGS, INC.	CFL	109699108	5/8/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
EQUITY LIFESTYLE PROPERTIES, INC.	ELS	29472R108	5/12/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
PROGRESS SOFTWARE CORPORATION	PRGS	743312100	5/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
PROGRESS SOFTWARE CORPORATION	PRGS	743312100	5/12/09	Amend Employee Stock Purchase Plan	Management	Yes	For	For
PROGRESS SOFTWARE CORPORATION	PRGS	743312100	5/12/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
PEROT SYSTEMS CORPORATION	PER	714265105	5/13/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Election of Directors (Majority Voting)	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Approve Stock Compensation Plan	Management	Yes	For	For
KNIGHT CAPITAL GROUP, INC.	NITE	499005106	5/13/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
MANTECH INTERNATIONAL CORP.	MANT	564563104	5/14/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
UNITED BANKSHARES, INC.	UBSI	909907107	5/18/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
UNITED BANKSHARES, INC.	UBSI	909907107	5/18/09	Transact Other Business	Management	Yes	Against	Against
TEXAS CAPITAL BANCSHARES, INC.	TCBI	88224Q107	5/19/09	Miscellaneous Compensation Plans	Management	Yes	For	For
SEABRIGHT INSURANCE HOLDINGS, INC.	SBX	811656107	5/19/09	Ratify Appointment of Independent Auditors	Management	Yes	Against	Against
BENCHMARK ELECTRONICS, INC.	BHE	08160H101	5/20/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
WESTAR ENERGY, INC.	WR	95709T100	5/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
WESTAR ENERGY, INC.	WR	95709T100	5/21/09	Amend Stock Compensation Plan	Management	Yes	For	For
KAYDON CORPORATION	KDN	486587108	5/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
LENNOX INTERNATIONAL INC.	LII	526107107	5/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Election of Directors (Majority Voting)	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Amend Stock Compensation Plan	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Amend Stock Compensation Plan	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Amend Stock Compensation Plan	Management	Yes	For	For
BJ'S WHOLESALE CLUB, INC.	BJ	05548J106	5/21/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
GENESEE & WYOMING INC.	GWR	371559105	5/27/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
TAUBMAN CENTERS, INC.	TCO	876664103	5/29/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
THE BUCKLE, INC.	BKE	118440106	5/29/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
THE BUCKLE, INC.	BKE	118440106	5/29/09	Approve Stock Compensation Plan	Management	Yes	For	For
THE BUCKLE, INC.	BKE	118440106	5/29/09	Amend Restricted Stock Award Plan	Management	Yes	For	For
MACK-CALI REALTY CORPORATION	CLI	554489104	6/2/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
NORTHWEST PIPE COMPANY	NWPX	667746101	6/2/09			No
STIFEL FINANCIAL CORP.	SF	860630102	6/3/09	Authorize Common Stock Increase	Management	Yes	For	For
STIFEL FINANCIAL CORP.	SF	860630102	6/3/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	Abstain	Against
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Approve Charter Amendment	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Approve Charter Amendment	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Ratify Appointment of Independent Auditors	Management	No
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/12/09	Miscellaneous Corporate Governance	Management	No
AEROPOSTALE, INC.	ARO	7865108	6/18/09	Ratify Appointment of Independent Auditors	Management	Yes	For	For
IPC HOLDINGS, LTD.	IPCR	G4933P101	6/26/09	Restore Right to Call a Special Meeting	Management	Yes	Against	*

*      The Fixed Income Fund, High Yield Fund and Money Market Fund were not required to vote proxies for the Annual reporting period.

**    The Conservative and Strategic Growth Funds did not have proxies to report for the Annual reporting period.

SIGNATURES

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

The Timothy Plan

(Registrant)

     By: /s/ Arthur D. Ally 

           Arthur D. Ally, President

     Date: 08/14/09