UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX
                ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

                    Investment Company Act file number 811-01835
                                                           -----

Pioneer Value Fund
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(Exact name of registrant as specified in charter)

60 State Street Boston, MA  02109
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(Address of principal executive offices)

Dorothy Bourassa
60 State Street
Boston, MA  02109
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(Name and address of agent for service)

Registrant's telephone number, including area code:  (617) 742-7825

Date of fiscal year end:  September 30

Date of reporting period:  July 1, 2007 to June 30, 2008

SIGNATURES

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

(Registrant)  Pioneer Value Fund

By (Signature and Title)  /s/ John F. Cogan, Jr.
                         -------------------------
                         John F. Cogan, Jr., Chairman and President

Date  August 19, 2008
      ----------------


============================== PIONEER VALUE FUND ==============================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director George W. Buckley          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director W. James Farrell           For       For        Management
1.6   Elect Director Herbert L. Henkel          For       For        Management
1.7   Elect Director Edward M. Liddy            For       For        Management
1.8   Elect Director Robert S. Morrison         For       For        Management
1.9   Elect Director Aulana L. Peters           For       For        Management
1.10  Elect Director Robert J. Ulrich           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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ADVANCED MICRO DEVICES, INC.

Ticker:       AMD            Security ID:  007903107
Meeting Date: JUL 16, 2007   Meeting Type: Special
Record Date:  MAY 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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AGNICO-EAGLE MINES LTD.

Ticker:       AEM            Security ID:  008474108
Meeting Date: MAY 9, 2008    Meeting Type: Annual/Special
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leanne M. Baker            For       For        Management
1.2   Elect Director Douglas R. Beaumont        For       For        Management
1.3   Elect Director Sean Boyd                  For       For        Management
1.4   Elect Director Bernard Kraft              For       For        Management
1.5   Elect Director Mel Leiderman              For       For        Management
1.6   Elect Director James D. Nasso             For       For        Management
1.7   Elect Director Eberhard Scherkus          For       For        Management
1.8   Elect Director Howard R. Stockford        For       For        Management
1.9   Elect Director Pertti Voutilainen         For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Amend Bylaws                              For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Munoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   For        Shareholder
12    Adopt the Marketing and Advertising       Against   Against    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Against    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Against    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Against    Shareholder


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Stephen F. Bollenbach      For       For        Management
2     Elect Director Martin S. Feldstein        For       For        Management
3     Elect Director Ellen V. Futter            For       For        Management
4     Elect Director Richard C. Holbrooke       For       For        Management
5     Elect Director Fred H. Langhammer         For       For        Management
6     Elect Director George L. Miles, Jr.       For       For        Management
7     Elect Director Morris W. Offit            For       For        Management
8     Elect Director James F. Orr, III          For       For        Management
9     Elect Director Virginia M. Rometty        For       For        Management
10    Elect Director Martin J. Sullivan         For       For        Management
11    Elect Director Michael H. Sutton          For       For        Management
12    Elect Director Edmund S.W. Tse            For       For        Management
13    Elect Director Robert B. Willumstad       For       For        Management
14    Ratify Auditors                           For       For        Management
15    Report on Human Rights Policies Relating  Against   Abstain    Shareholder
      to Water Use
16    Report on Political Contributions         Against   Against    Shareholder


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APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director G. Steven Farris           For       For        Management
2     Elect Director Randolph M. Ferlic         For       For        Management
3     Elect Director A. D. Frazier, Jr.         For       For        Management
4     Elect Director John A. Kocur              For       For        Management
5     Reimburse Proxy Contest Expenses          Against   Against    Shareholder


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director William F. Aldinger III    For       For        Management
3     Elect Director Gilbert F. Amelio          For       For        Management
4     Elect Director Reuben V. Anderson         For       For        Management
5     Elect Director James H. Blanchard         For       For        Management
6     Elect Director August A. Busch III        For       For        Management
7     Elect Director James P. Kelly             For       For        Management
8     Elect Director Jon C. Madonna             For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director John B. McCoy              For       For        Management
11    Elect Director Mary S. Metz               For       For        Management
12    Elect Director Joyce M. Roche             For       For        Management
13    Elect Director Laura D' Andrea Tyson      For       For        Management
14    Elect Director Patricia P. Upton          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Political Contributions         Against   Against    Shareholder
17    Exclude Pension Credits from Earnings     Against   For        Shareholder
      Performance Measure
18    Require Independent Lead Director         Against   For        Shareholder
19    Establish SERP Policy                     Against   For        Shareholder
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director Kenneth D. Lewis           For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Walter E. Massey           For       For        Management
10    Elect Director Thomas J. May              For       For        Management
11    Elect Director Patricia E. Mitchell       For       For        Management
12    Elect Director Thomas M. Ryan             For       For        Management
13    Elect Director O. Temple Sloan, Jr.       For       For        Management
14    Elect Director Meredith R. Spangler       For       For        Management
15    Elect Director Robert L. Tillman          For       For        Management
16    Elect Director Jackie M. Ward             For       For        Management
17    Ratify Auditors                           For       For        Management
18    Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
19    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   For        Shareholder
22    Require Independent Board Chairman        Against   For        Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Abstain    Shareholder
25    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis B. Campbell          For       For        Management
2     Elect Director James M. Cornelius         For       For        Management
3     Elect Director Louis J. Freeh             For       For        Management
4     Elect Director Laurie H. Glimcher         For       For        Management
5     Elect Director Michael Grobstein          For       For        Management
6     Elect Director Leif Johansson             For       For        Management
7     Elect Director Alan J. Lacey              For       For        Management
8     Elect Director Vicki L. Sato              For       For        Management
9     Elect Director Togo D. West, Jr.          For       For        Management
10    Elect Director R. Sanders Williams        For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Patrick W. Gross           For       For        Management
2     Elect Director Ann Fritz Hackett          For       For        Management
3     Elect Director Pierre E. Leroy            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S. H. Armacost             For       For        Management
2     Elect Director L. F. Deily                For       For        Management
3     Elect Director R. E. Denham               For       For        Management
4     Elect Director R. J. Eaton                For       For        Management
5     Elect Director S. Ginn                    For       For        Management
6     Elect Director F. G. Jenifer              For       For        Management
7     Elect Director J. L. Jones                For       For        Management
8     Elect Director S. Nunn                    For       For        Management
9     Elect Director D. J. O?Reilly             For       For        Management
10    Elect Director D. B. Rice                 For       For        Management
11    Elect Director P. J. Robertson            For       For        Management
12    Elect Director K. W. Sharer               For       For        Management
13    Elect Director C. R. Shoemate             For       For        Management
14    Elect Director R. D. Sugar                For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Ratify Auditors                           For       For        Management
17    Increase Authorized Common Stock          For       For        Management
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Adopt Human Rights Policy                 Against   Against    Shareholder
20    Report on Environmental Impact of Oil     Against   Abstain    Shareholder
      Sands Operations in Canada
21    Adopt Quantitative GHG Goals for Products Against   Against    Shareholder
      and Operations
22    Adopt Guidelines for Country Selection    Against   Against    Shareholder
23    Report on Market Specific Environmental   Against   Abstain    Shareholder
      Laws


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harold W. McGraw III       For       For        Management
2     Elect Director James J. Mulva             For       For        Management
3     Elect Director Bobby S. Shackouls         For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Indigenous Peoples Rights       Against   Abstain    Shareholder
      Policies
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Report on Political Contributions         Against   Against    Shareholder
10    Adopt Greenhouse Gas Emissions Goals for  Against   Against    Shareholder
      Products and Operations
11    Report on Community Environmental Impacts Against   Abstain    Shareholder
      of Operations
12    Report on Environmental Damage from       Against   Abstain    Shareholder
      Drilling in the National Petroleum
      Reserve
13    Report on Environmental Impact of Oil     Against   Abstain    Shareholder
      Sands Operations in Canada
14    Report on Global Warming                  Against   Abstain    Shareholder


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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: DEC 4, 2007    Meeting Type: Annual
Record Date:  OCT 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Sallie L. Krawcheck        For       For        Management
1.5   Elect Director Alan (A.G.) Lafley         For       For        Management
1.6   Elect Director Judy C. Lewent             For       For        Management
1.7   Elect Director Klaus S. Luft              For       For        Management
1.8   Elect Director Thomas W. Luce, III        For       For        Management
1.9   Elect Director Alex J. Mandl              For       For        Management
1.10  Elect Director Michael A. Miles           For       For        Management
1.11  Elect Director Samuel A.  Nunn, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder
5     Declaration of Dividend                   Against   Against    Shareholder


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DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 4, 2008    Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Hager            For       For        Management
1.2   Elect  Director John A. Hill              For       For        Management
1.3   Elect  Director Mary P. Ricciardello      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Declassify the Board of Directors         For       For        Management


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.5   Elect Director Charles B. Curtis          For       For        Management
1.6   Elect Director Bradford M. Freeman        For       For        Management
1.7   Elect Director Luis G. Nogales            For       For        Management
1.8   Elect Director Ronald L. Olson            For       For        Management
1.9   Elect Director James M. Rosser            For       For        Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
1.12  Elect Director Brett White                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 21, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael L. Eskew           For       For        Management
1.2   Elect Director Alfred G. Gilman           For       For        Management
1.3   Elect Director Karen N. Horn              For       For        Management
1.4   Elect Director John C. Lechleiter         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Require a Majority Vote for the Election  For       For        Management
      of Directors
5     Amend Omnibus Stock Plan                  For       For        Management
6     Report on Animal Testing Policies         Against   Abstain    Shareholder
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Reduce Supermajority Vote Requirement     Against   For        Shareholder
9     Political Contributions                   Against   Against    Shareholder


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EXPEDIA INC

Ticker:       EXPE           Security ID:  30212P105
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A.G. (Skip) Battle         For       For        Management
1.2   Elect Director Simon J. Breakwell         For       For        Management
1.3   Elect Director Barry Diller               For       For        Management
1.4   Elect Director Jonathan L. Dolgen         For       For        Management
1.5   Elect Director William R. Fitzgerald      For       Withhold   Management
1.6   Elect Director Craig A. Jacobson          For       For        Management
1.7   Elect Director Victor A. Kaufman          For       For        Management
1.8   Elect Director Peter M. Kern              For       For        Management
1.9   Elect Director Dara Khosrowshahi          For       For        Management
1.10  Elect Director John C. Malone             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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FIRST MARBLEHEAD CORP.

Ticker:       FMD            Security ID:  320771108
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leslie L. Alexander        For       For        Management
1.2   Elect Director Stephen E. Anbinder        For       For        Management
1.3   Elect Director William R. Berkley         For       For        Management
1.4   Elect Director Dort A. Cameron III        For       For        Management
1.5   Elect Director George G. Daly             For       For        Management
1.6   Elect Director Peter S. Drotch            For       For        Management
1.7   Elect Director William D. Hansen          For       For        Management
1.8   Elect Director Jack L. Kopnisky           For       For        Management
1.9   Elect Director Peter B. Tarr              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUL 10, 2007   Meeting Type: Annual
Record Date:  MAY 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard C. Adkerson        For       For        Management
1.2   Elect Director Robert J. Allison, Jr.     For       For        Management
1.3   Elect Director Robert A. Day              For       For        Management
1.4   Elect Director Gerald J. Ford             For       For        Management
1.5   Elect Director H. Devon Graham, Jr.       For       For        Management
1.6   Elect Director J. Bennett Johnston        For       For        Management
1.7   Elect Director Charles C. Krulak          For       For        Management
1.8   Elect Director Bobby Lee Lackey           For       For        Management
1.9   Elect Director Jon C. Madonna             For       For        Management
1.10  Elect Director Dustan E. McCoy            For       For        Management
1.11  Elect Director Gabrielle K. McDonald      For       For        Management
1.12  Elect Director James R. Moffett           For       For        Management
1.13  Elect Director B.M. Rankin, Jr.           For       For        Management
1.14  Elect Director J. Stapleton Roy           For       For        Management
1.15  Elect Director Stephen H. Siegele         For       For        Management
1.16  Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard C. Adkerson        For       For        Management
1.2   Elect Director Robert J. Allison, Jr.     For       For        Management
1.3   Elect Director Robert A. Day              For       For        Management
1.4   Elect Director Gerald J. Ford             For       For        Management
1.5   Elect Director H. Devon Graham, Jr.       For       For        Management
1.6   Elect Director J. Bennett Johnston        For       For        Management
1.7   Elect Director Charles C. Krulak          For       For        Management
1.8   Elect Director Bobby Lee Lackey           For       For        Management
1.9   Elect Director Jon C. Madonna             For       For        Management
1.10  Elect Director Dustan E. McCoy            For       Withhold   Management
1.11  Elect Director Gabrielle K. McDonald      For       For        Management
1.12  Elect Director James R. Moffett           For       For        Management
1.13  Elect Director B.M. Rankin, Jr.           For       For        Management
1.14  Elect Director J. Stapleton Roy           For       For        Management
1.15  Elect Director Stephen H. Siegele         For       For        Management
1.16  Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: JUN 2, 2008    Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard P. Behar            For       For        Management
1.2   Elect Director Adrian D.P. Bellamy        For       For        Management
1.3   Elect Director Domenico De Sole           For       For        Management
1.4   Elect Director Donald G. Fisher           For       For        Management
1.5   Elect Director Doris F. Fisher            For       For        Management
1.6   Elect Director Robert J. Fisher           For       For        Management
1.7   Elect Director Penelope L. Hughes         For       For        Management
1.8   Elect Director Bob L. Martin              For       For        Management
1.9   Elect Director Jorge P. Montoya           For       For        Management
1.10  Elect Director Glenn K. Murphy            For       For        Management
1.11  Elect Director James M. Schneider         For       For        Management
1.12  Elect Director Mayo A. Shattuck, III      For       For        Management
1.13  Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James I. Cash, Jr.         For       For        Management
2     Elect Director William M. Castell         For       For        Management
3     Elect Director Ann M. Fudge               For       For        Management
4     Elect Director Claudio X. Gonzalez        For       For        Management
5     Elect Director Susan Hockfield            For       For        Management
6     Elect Director Jeffrey R. Immelt          For       For        Management
7     Elect Director Andrea Jung                For       For        Management
8     Elect Director Alan G. Lafley             For       For        Management
9     Elect Director Robert W. Lane             For       For        Management
10    Elect Director Ralph S. Larsen            For       For        Management
11    Elect Director Rochelle B. Lazarus        For       For        Management
12    Elect Director James J. Mulva             For       For        Management
13    Elect Director Sam Nunn                   For       For        Management
14    Elect Director Roger S. Penske            For       For        Management
15    Elect Director Robert J. Swieringa        For       For        Management
16    Elect Director Douglas A. Warner III      For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide for Cumulative Voting             Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Adopt Policy on Overboarded Directors     Against   For        Shareholder
22    Report on Charitable Contributions        Against   Abstain    Shareholder
23    Report on Global Warming                  Against   Abstain    Shareholder
24    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 24, 2007   Meeting Type: Annual
Record Date:  JUL 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Paul Danos                 For       For        Management
2     Elect Director William T. Esrey           For       For        Management
3     Elect Director Raymond V. Gilmartin       For       For        Management
4     Elect Director Judith Richards Hope       For       For        Management
5     Elect Director Heidi G. Miller            For       Against    Management
6     Elect Director Hilda Ochoa-Brillemberg    For       For        Management
7     Elect Director Steve Odland               For       For        Management
8     Elect Director Kendall J. Powell          For       For        Management
9     Elect Director Michael D. Rose            For       For        Management
10    Elect Director Robert L. Ryan             For       For        Management
11    Elect Director Stephen W. Sanger          For       For        Management
12    Elect Director A. Michael Spence          For       For        Management
13    Elect Director Dorothy A. Terrell         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       For        Management


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 19, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lawrence T. Babbio, Jr.    For       For        Management
2     Elect Director Sari M. Baldauf            For       For        Management
3     Elect Director Richard A. Hackborn        For       For        Management
4     Elect Director John H. Hammergren         For       For        Management
5     Elect Director Mark V. Hurd               For       For        Management
6     Elect Director Joel Z. Hyatt              For       For        Management
7     Elect Director John R. Joyce              For       For        Management
8     Elect Director Robert L. Ryan             For       For        Management
9     Elect Director Lucille S. Salhany         For       For        Management
10    Elect Director G. Kennedy Thompson        For       For        Management
11    Ratify Auditors                           For       For        Management


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director F. Duane Ackerman          For       For        Management
2     Elect Director David H. Batchelder        For       For        Management
3     Elect Director Francis S. Blake           For       For        Management
4     Elect Director Ari Bousbib                For       For        Management
5     Elect Director Gregory D. Brenneman       For       For        Management
6     Elect Director Albert P. Carey            For       For        Management
7     Elect Director Armando Codina             For       For        Management
8     Elect Director Brian C. Cornell           For       For        Management
9     Elect Director Bonnie G. Hill             For       For        Management
10    Elect Director Karen L. Katen             For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Executive Incentive Bonus Plan      For       For        Management
13    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
14    Affirm Political Nonpartisanship          Against   Against    Shareholder
15    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
16    Report on Employment Diversity            Against   Abstain    Shareholder
17    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
18    Pay For Superior Performance              Against   For        Shareholder


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Black                   For       For        Management
1.2   Elect Director W.R. Brody                 For       For        Management
1.3   Elect Director K.I. Chenault              For       For        Management
1.4   Elect Director M.L. Eskew                 For       For        Management
1.5   Elect Director S.A. Jackson               For       For        Management
1.6   Elect Director L.A. Noto                  For       For        Management
1.7   Elect Director J.W. Owens                 For       For        Management
1.8   Elect Director S.J. Palmisano             For       For        Management
1.9   Elect Director J.E. Spero                 For       For        Management
1.10  Elect Director S. Taurel                  For       For        Management
1.11  Elect Director L.H. Zambrano              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Review Executive Compensation             Against   For        Shareholder
5     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
6     Amend Bylaw -- Call Special Meetings      Against   For        Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

INVESCO LTD. (FORMERLY INVESCO PLC)

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Rex Adams as Director               For       For        Management
1.2   Elect John Banham as Director             For       For        Management
1.3   Elect Denis Kessler as Director           For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management
3     Approve 2008 Global Equity Incentive Plan For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Transact Other Business                   For       Against    Management


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

INVESCO PLC (FORMERLY AMVESCAP PLC)

Ticker:       IVZ            Security ID:  G4921P105
Meeting Date: NOV 14, 2007   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement between the For       For        Management
      Company and the Holders of its Scheme
      Shares; Reduce and Subsequently Increase
      Share Capital; Capitalise Reserves to
      Invesco Ltd; Amend Articles of
      Association Re: Scheme of Arrangement
2     Increase Authorised Capital from USD      For       For        Management
      105,000,000 and GBP 50,000.25 to USD
      2,605,000,000 and GBP 50,000.25;
      Capitalise the Sum of USD 1,502,100,000
      and the Sum of USD 997,900,000 to Invesco
      Ltd; Issue Equity with Pre-emptive Rights
3     Approve Reduction of the Share Capital of For       For        Management
      the Company by Cancelling and
      Extinguishing the New Shares


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

INVESCO PLC (FORMERLY AMVESCAP PLC)

Ticker:       IVZ            Security ID:  G4921P105
Meeting Date: NOV 14, 2007   Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement Proposed to For       For        Management
      be Made Between the Company and the
      Holders of the Scheme Shares


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Robert I. Lipp             For       For        Management
10    Elect Director David C. Novak             For       For        Management
11    Elect Director Lee R. Raymond             For       For        Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       Against    Management
15    Amend Executive Incentive Bonus Plan      For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
20    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
21    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:  APR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. LaMacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director Don W. McGeorge            For       For        Management
8     Elect Director W. Rodney McMullen         For       For        Management
9     Elect Director Jorge P. Montoya           For       For        Management
10    Elect Director Clyde R. Moore             For       For        Management
11    Elect Director Susan M. Phillips          For       For        Management
12    Elect Director Steven R. Rogel            For       For        Management
13    Elect Director James A. Runde             For       For        Management
14    Elect Director Ronald L. Sargent          For       For        Management
15    Elect Director Bobby S. Shackouls         For       For        Management
16    Approve Omnibus Stock Plan                For       For        Management
17    Ratify Auditors                           For       For        Management
18    Adopt Climate Change Policy               Against   Abstain    Shareholder
19    Adopt Purchasing Preference for Suppliers Against   Abstain    Shareholder
      Using CAK
20    Phase out Sales of Eggs from Battery Cage Against   Abstain    Shareholder
      Hens
21    Report on Company Product Safety Policies Against   Abstain    Shareholder
22    Pay For Superior Performance              Against   For        Shareholder


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael L. Ainslie         For       For        Management
2     Elect Director John F. Akers              For       For        Management
3     Elect Director Roger S. Berlind           For       For        Management
4     Elect Director Thomas H. Cruikshank       For       For        Management
5     Elect Director Marsha Johnson Evans       For       For        Management
6     Elect Director Richard S. Fuld, Jr.       For       For        Management
7     Elect Director Christopher Gent           For       For        Management
8     Elect Director Jerry A. Grundhofer        For       For        Management
9     Elect Director Roland A. Hernandez        For       For        Management
10    Elect Director Henry Kaufman              For       For        Management
11    Elect Director John D. Macomber           For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       Against    Management
14    Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
15    Publish Political Contributions           Against   Against    Shareholder
16    Prepare an Environmental Sustainability   Against   Abstain    Shareholder
      Report


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

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles F. Bolden, Jr.     For       For        Management
2     Elect Director Gregory H. Boyce           For       For        Management
3     Elect Director Shirley Ann Jackson        For       For        Management
4     Elect Director Philip Lader               For       For        Management
5     Elect Director Charles R. Lee             For       For        Management
6     Elect Director Dennis H. Reilley          For       For        Management
7     Elect Director Seth E. Schofield          For       For        Management
8     Elect Director John W. Snow               For       For        Management
9     Elect Director Thomas J. Usher            For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Bylaws -- Call Special Meetings     Against   For        Shareholder
12    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard T. Clark           For       For        Management
2     Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
3     Elect Director Thomas H. Glocer           For       For        Management
4     Elect Director Steven F. Goldstone        For       For        Management
5     Elect Director William B. Harrison, Jr.   For       For        Management
6     Elect Director Harry R. Jacobson, M.D.    For       For        Management
7     Elect Director William N. Kelley, M.D.    For       For        Management
8     Elect Director Rochelle B. Lazarus        For       For        Management
9     Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
10    Elect Director Anne M. Tatlock            For       For        Management
11    Elect Director Samuel O. Thier, M.D.      For       For        Management
12    Elect Director Wendell P. Weeks           For       For        Management
13    Elect Director Peter C. Wendell           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Limit Executive Compensation              Against   Against    Shareholder
16    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Adopt a bylaw to Require an Independent   Against   For        Shareholder
      Lead Director


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

NEWMONT MINING CORP.

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director Joseph A. Carrabba         For       For        Management
1.4   Elect Director Noreen Doyle               For       For        Management
1.5   Elect Director Veronica M. Hagen          For       For        Management
1.6   Elect Director Michael S. Hamson          For       For        Management
1.7   Elect Director Robert J. Miller           For       For        Management
1.8   Elect Director Richard T. O'Brien         For       For        Management
1.9   Elect Director John B. Prescott           For       For        Management
1.10  Elect Director Donald C. Roth             For       For        Management
1.11  Elect Director James V. Taranik           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Require Independent Board Chairman        Against   Against    Shareholder


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

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL ACCOUNTS           For       For        Management
2     APPROVAL OF THE DISTRIBUTION OF THE       For       For        Management
      PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS, AND THE PRESIDENT, FROM
      LIABILITY
4     APPROVAL OF THE REMUNERATION TO THE       For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS
5     APPROVAL OF THE NUMBER OF THE MEMBERS OF  For       For        Management
      THE BOARD OF DIRECTORS
6.1   Elect Director Georg Ehrnrooth            For       For        Management
6.2   Elect Director Lalita D. Gupte            For       For        Management
6.3   Elect Director Bengt Holmstrom            For       For        Management
6.4   Elect Director Henning Kagermann          For       For        Management
6.5   Elect Director Olli-Pekka Kallasvuo       For       For        Management
6.6   Elect Director Per Karlsson               For       For        Management
6.7   Elect Director Jorma Ollila               For       For        Management
6.8   Elect Director Marjorie Scardino          For       For        Management
6.9   Elect Director Risto Siilasmaa            For       For        Management
6.10  Elect Director Keijo Suila                For       For        Management
7     APPROVAL OF THE AUDITOR REMUNERATION      For       For        Management
8     APPROVAL OF THE RE-ELECTION OF            For       For        Management
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
      FOR FISCAL YEAR 2008
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD OF DIRECTORS TO RESOLVE TO
      REPURCHASE NOKIA SHARES
10    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE
      IN THEIR DISCRETION ON YOUR BEHALF ONLY
      UPON ITEM 10


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerald L. Baliles          For       For        Management
1.2   Elect Director Gene R. Carter             For       For        Management
1.3   Elect Director Karen N. Horn              For       For        Management
1.4   Elect Director J. Paul Reason             For       For        Management
2     Ratify Auditors                           For       For        Management


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

REGIONS FINANCIAL CORP.

Ticker:       RF             Security ID:  7591EP100
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David J. Cooper, Sr.       For       For        Management
2     Elect Director Earnest W. Deavenport, Jr. For       For        Management
3     Elect Director John E. Maupin, Jr.        For       For        Management
4     Elect Director Charles D. McCrary         For       For        Management
5     Elect Director Jorge M. Perez             For       For        Management
6     Elect Director Spence L. Wilson           For       For        Management
7     Ratify Auditors                           For       For        Management


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

REYNOLDS AMERICAN INC

Ticker:       RAI            Security ID:  761713106
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Betsy S. Atkins            For       For        Management
1.2   Elect Director Nana Mensah                For       For        Management
1.3   Elect Director John J. Zillmer            For       For        Management
1.4   Elect Director Lionel L. Nowell, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Human Rights Protocol  For the      Against   Against    Shareholder
      Company and its Suppliers
4     Adopt Principles for Health Care Reform   Against   Against    Shareholder
5     Implement the "Two Cigarette"  Marketing  Against   Against    Shareholder
      Approach


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Eugene R. McGrath          For       For        Management
1.6   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.7   Elect Director Antonio M. Perez           For       For        Management
1.8   Elect Director Patricia F. Russo          For       For        Management
1.9   Elect Director Jack L. Stahl              For       For        Management
1.10  Elect Director Craig B. Thompson          For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jon S. Fossel              For       For        Management
2     Elect Director Gloria C. Larson           For       For        Management
3     Elect Director William J. Ryan            For       For        Management
4     Elect Director Thomas R. Watjen           For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
7     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
8     Ratify Auditors                           For       For        Management


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard L. Carrion         For       For        Management
2     Elect Director M. Frances Keeth           For       For        Management
3     Elect Director Robert W. Lane             For       For        Management
4     Elect Director Sandra O. Moose            For       For        Management
5     Elect Director Joseph Neubauer            For       For        Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Thomas H. O'Brien          For       For        Management
8     Elect Director Clarence Otis, Jr.         For       For        Management
9     Elect Director Hugh B. Price              For       For        Management
10    Elect Director Ivan G. Seidenberg         For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director John R. Stafford           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Gender Identity
16    Require Independent Board Chairman        Against   Against    Shareholder


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director David D. Glass             For       For        Management
8     Elect Director Gregory B. Penner          For       For        Management
9     Elect Director Allen I. Questrom          For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Arne M. Sorenson           For       For        Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Approve Executive Incentive Bonus Plan    For       For        Management
17    Ratify Auditors                           For       For        Management
18    Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
19    Pay For Superior Performance              Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
22    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
23    Report on Political Contributions         Against   Against    Shareholder
24    Report on Social and Reputation Impact of Against   Abstain    Shareholder
      Failure to Comply with ILO Conventions
25    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: JUN 2, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION AS DIRECTOR: NICHOLAS F. BRADY   For       For        Management
2     ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For       For        Management
3     ELECTION AS DIRECTOR: DAVID J. BUTTERS    For       For        Management
4     ELECTION AS DIRECTOR: ROBERT B. MILLARD   For       For        Management
5     ELECTION AS DIRECTOR: BERNARD J.          For       For        Management
      DUROC-DANNER
6     ELECTION AS DIRECTOR: ROBERT K. MOSES,    For       For        Management
      JR.
7     ELECTION OF DIRECTOR: ROBERT A. RAYNE     For       For        Management
8     Ratify Auditors                           For       For        Management


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

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angela F. Braly            For       For        Management
1.2   Elect Director William H.T. Bush          For       For        Management
1.3   Elect Director Warren Y. Jobe             For       For        Management
1.4   Elect Director William G. Mays            For       For        Management
1.5   Elect Director Senator D.W. Riegle, Jr    For       For        Management
1.6   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
========== END NPX REPORT