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 811-7992
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                               MFS SERIES TRUST XI
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               (Exact name of registrant as specified in charter)

                500 Boylston Street, Boston, Massachusetts 02116
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               (Address of principal executive offices) (Zip code)

                                 Susan S. Newton
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116
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                    (Name and address of agents for service)

       Registrant's telephone number, including area code: (617) 954-5000
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                      Date of fiscal year end: September 30
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              Date of reporting period: July 1, 2007- June 30, 2008
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ITEM 1. PROXY VOTING RECORD.



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

ICA File Number: 811-07992
Reporting Period: 07/01/2007 - 06/30/2008
MFS Series Trust XI

==================== MFS BLENDED RESEARCH CORE EQUITY FUND =====================


AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  NOV 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Donahue         For       For        Management
1.2   Elect Director Ursula O. Fairbairn        For       For        Management
1.3   Elect Director John P. Jones III          For       For        Management
1.4   Elect Director Lawrence S. Smith          For       For        Management
2     Ratify Auditors                           For       For        Management


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Diggs             For       For        Management
1.2   Elect Director J. Brett Harvey            For       For        Management
1.3   Elect Director Michael J. Joyce           For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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ALLIED WASTE INDUSTRIES, INC.

Ticker:       AW             Security ID:  019589308
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David P. Abney             For       For        Management
1.2   Elect Director Charles H. Cotros          For       For        Management
1.3   Elect Director James W. Crownover         For       For        Management
1.4   Elect Director William J. Flynn           For       For        Management
1.5   Elect Director David I. Foley             For       For        Management
1.6   Elect Director Nolan Lehmann              For       Withhold   Management
1.7   Elect Director Leon J. Level              For       For        Management
1.8   Elect Director James A. Quella            For       Withhold   Management
1.9   Elect Director John M. Trani              For       For        Management
1.10  Elect Director John J. Zillmer            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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ALLIED WORLD ASSURANCE HOLDINGS LTD, HAMILTON

Ticker:       AWH            Security ID:  G0219G203
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark R. Patterson         For       Withhold   Management
1.2   Elect  Director Samuel J. Weinhoff        For       Withhold   Management
2     ELECTION OF NOMINEES OF ALLIED WORLD      For       For        Management
      ASSURANCE HOLDINGS (IRELAND) LTD
3     ELECTION OF NOMINEES OF ALLIED WORLD      For       For        Management
      ASSURANCE COMPANY (EUROPE) LTD
4     ELECTION OF NOMINEES OF ALLIED WORLD      For       For        Management
      ASSURANCE COMPANY (REINSURANCE) LIMITED
5     ELECTION OF NOMINEES OF NEWMARKET         For       For        Management
      ADMINISTRATIVE SERVICES (BERMUDA) LIMITED
6     ELECTION OF NOMINEES OF NEWMARKET         For       For        Management
      ADMINISTRATIVE SERVICES (IRELAND) LIMITED
7     TO APPROVE THE ALLIED WORLD ASSURANCE     For       For        Management
      COMPANY HOLDINGS, LTD SECOND AMENDED AND
      RESTATED 2001 EMPLOYEE STOCK OPTION PLAN.
8     TO APPROVE THE ALLIED WORLD ASSURANCE     For       For        Management
      COMPANY HOLDINGS, LTD SECOND AMENDED AND
      RESTATED 2004 STOCK INCENTIVE PLAN.
9     TO APPROVE THE ALLIED WORLD ASSURANCE     For       For        Management
      COMPANY HOLDINGS, LTD 2008 EMPLOYEE SHARE
      PURCHASE PLAN.
10    TO APPROVE AND ADOPT THE ALLIED WORLD     For       For        Management
      ASSURANCE COMPANY HOLDINGS, LTD. SECOND
      AMENDED AND RESTATED BYE-LAWS
11    Ratify Auditors                           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       Against    Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       Against    Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       Against    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       Against    Management
9     Ratify Auditors                           For       Against    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   For        Shareholder


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AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: FEB 28, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles H. Cotros          For       For        Management
2     Elect Director Jane E. Henney             For       For        Management
3     Elect Director R. David Yost              For       For        Management
4     Ratify Auditors                           For       Against    Management


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APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 4, 2008    Meeting Type: Annual
Record Date:  JAN 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       Withhold   Management
1.2   Elect Director Millard S. Drexler         For       For        Management
1.3   Elect Director Albert A. Gore, Jr.        For       For        Management
1.4   Elect Director Steven P. Jobs             For       Withhold   Management
1.5   Elect Director Andrea Jung                For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Eric E. Schmidt            For       For        Management
1.8   Elect Director Jerome B. York             For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
4     Amend Bylaws to Establish a Board         Against   For        Shareholder
      Committee on Sustainability


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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       Against    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       Against    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       Against    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       Against    Management
15    Ratify Auditors                           For       Against    Management
16    Report on Political Contributions         Against   For        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   Against    Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   Against    Shareholder
22    Require Independent Board Chairman        Against   Against    Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Against    Shareholder
25    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Biggs              For       Against    Management
2     Elect Director John E. Bryson             For       Against    Management
3     Elect Director Arthur D. Collins, Jr.     For       For        Management
4     Elect Director Linda Z. Cook              For       For        Management
5     Elect Director William M. Daley           For       For        Management
6     Elect Director Kenneth M. Duberstein      For       Against    Management
7     Elect Director James L. Jones             For       For        Management
8     Elect Director Edward M. Liddy            For       For        Management
9     Elect Director John F. McDonnell          For       Against    Management
10    Elect Director W. James McNerney, Jr.     For       Against    Management
11    Elect Director Mike S. Zafirovski         For       For        Management
12    Ratify Auditors                           For       Against    Management
13    Report on Foreign Arms Sales              Against   For        Shareholder
14    Adopt Principles for Health Care Reform   Against   For        Shareholder
15    Adopt Human Rights Policy                 Against   For        Shareholder
16    Require Independent Lead Director         Against   For        Shareholder
17    Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
18    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
19    Restrict Severance Agreements             Against   For        Shareholder
      (Change-in-Control)


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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       Against    Management
3     Elect Director Louis J. Freeh             For       For        Management
4     Elect Director Laurie H. Glimcher         For       Against    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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CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 7, 2007    Meeting Type: Annual
Record Date:  SEP 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Colleen F. Arnold          For       For        Management
1.2   Elect Director R. Kerry Clark             For       Withhold   Management
1.3   Elect Director George H. Conrades         For       For        Management
1.4   Elect Director Calvin Darden              For       Withhold   Management
1.5   Elect Director John F. Finn               For       Withhold   Management
1.6   Elect Director Philip L. Francis          For       For        Management
1.7   Elect Director Gregory B. Kenny           For       For        Management
1.8   Elect Director Richard C. Notebaert       For       Withhold   Management
1.9   Elect Director David W. Raisbeck          For       For        Management
1.10  Elect Director Robert D. Walter           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Performance-Based Equity Awards           Against   For        Shareholder


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Frank Blount            For       For        Management
1.2   Elect Director John R. Brazil             For       For        Management
1.3   Elect Director Eugene V. Fife             For       For        Management
1.4   Elect Director Gail D. Fosler             For       For        Management
1.5   Elect Director Peter A. Magowan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Report on Foreign Military Sales          Against   Against    Shareholder


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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       Against    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       Against    Management
6     Elect Director F. G. Jenifer              For       Against    Management
7     Elect Director J. L. Jones                For       For        Management
8     Elect Director S. Nunn                    For       Against    Management
9     Elect Director D. J. O?Reilly             For       Against    Management
10    Elect Director D. B. Rice                 For       For        Management
11    Elect Director P. J. Robertson            For       Against    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       Against    Management
17    Increase Authorized Common Stock          For       For        Management
18    Require Independent Board Chairman        Against   For        Shareholder
19    Adopt Human Rights Policy                 Against   For        Shareholder
20    Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
21    Adopt Quantitative GHG Goals for Products Against   For        Shareholder
      and Operations
22    Adopt Guidelines for Country Selection    Against   For        Shareholder
23    Report on Market Specific Environmental   Against   For        Shareholder
      Laws


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CLEVELAND-CLIFFS INC.

Ticker:       CLF            Security ID:  185896107
Meeting Date: JUL 27, 2007   Meeting Type: Annual
Record Date:  JUN 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald C. Cambre           For       Withhold   Management
1.2   Elect Director Joseph A. Carrabba         For       Withhold   Management
1.3   Elect Director Susan M. Cunningham        For       For        Management
1.4   Elect Director Barry J. Eldridge          For       For        Management
1.5   Elect Director Susan M. Green             For       For        Management
1.6   Elect Director James D. Ireland, III      For       Withhold   Management
1.7   Elect Director Francis R. McAllister      For       Withhold   Management
1.8   Elect Director Roger Phillips             For       For        Management
1.9   Elect Director Richard K. Riederer        For       For        Management
1.10  Elect Director Alan Schwartz              For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       Against    Management
4     Ratify Auditors                           For       For        Management


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       Against    Management
3     Elect Director Ian M. Cook                For       Against    Management
4     Elect Director Ellen M. Hancock           For       Against    Management
5     Elect Director David W. Johnson           For       Against    Management
6     Elect Director Richard J. Kogan           For       Against    Management
7     Elect Director Delano E. Lewis            For       For        Management
8     Elect Director Reuben Mark                For       Against    Management
9     Elect Director J. Pedro Reinhard          For       For        Management
10    Elect Director Stephen I. Sadove          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Authorized Common Stock          For       Against    Management


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       Withhold   Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       Withhold   Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Gerald L. Hassell          For       For        Management
1.9   Elect Director Jeffrey A. Honickman       For       For        Management
1.10  Elect Director Brian L. Roberts           For       Withhold   Management
1.11  Elect Director Ralph J. Roberts           For       For        Management
1.12  Elect Director Dr. Judith Rodin           For       Withhold   Management
1.13  Elect Director Michael I. Sovern          For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Adopt Recapitalization Plan               Against   For        Shareholder
6     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
7     Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
8     Report on Pay Disparity                   Against   For        Shareholder
9     Provide for Cumulative Voting for Class A Against   For        Shareholder
      Shareholders
10    Adopt Principles for Health Care Reform   Against   For        Shareholder
11    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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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       Against    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   For        Shareholder
      Policies
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Report on Political Contributions         Against   For        Shareholder
10    Adopt Greenhouse Gas Emissions Goals for  Against   For        Shareholder
      Products and Operations
11    Report on Community Environmental Impacts Against   For        Shareholder
      of Operations
12    Report on Environmental Damage from       Against   For        Shareholder
      Drilling in the National Petroleum
      Reserve
13    Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
14    Report on Global Warming                  Against   Against    Shareholder


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COOPER TIRE & RUBBER CO.

Ticker:       CTB            Security ID:  216831107
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Laurie J. Breininger       For       For        Management
1.2   Elect Director Steven M. Chapman          For       For        Management
1.3   Elect Director Richard L. Wambold         For       For        Management
2     Ratify Auditors                           For       Against    Management


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CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       Withhold   Management
1.2   Elect Director Gordon Gund                For       Withhold   Management
1.3   Elect Director Kurt M. Landgraf           For       For        Management
1.4   Elect Director H. Onno Ruding             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       Against    Management


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CUMMINS , INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert J. Darnall          For       Against    Management
2     Elect Director Robert K. Herdman          For       For        Management
3     Elect Director Alexis M. Herman           For       For        Management
4     Elect Director F. Joseph Loughrey         For       Against    Management
5     Elect Director William I. Miller          For       Against    Management
6     Elect Director Georgia R. Nelson          For       For        Management
7     Elect Director Theodore M. Solso          For       Against    Management
8     Elect Director Carl Ware                  For       For        Management
9     Elect Director J. Lawrence Wilson         For       Against    Management
10    Ratify Auditors                           For       For        Management
11    Increase Authorized Common Stock          For       Against    Management
12    Adopt ILO Based Policies                  Against   For        Shareholder


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CVS CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director David W. Dorman            For       For        Management
4     Elect Director Kristen E. Gibney Williams For       For        Management
5     Elect Director Marian L. Heard            For       For        Management
6     Elect Director William H. Joyce           For       Against    Management
7     Elect Director Jean-Pierre Million        For       For        Management
8     Elect Director Terrence Murray            For       Against    Management
9     Elect Director C.A. Lance Piccolo         For       For        Management
10    Elect Director Sheli Z. Rosenberg         For       Against    Management
11    Elect Director Thomas M. Ryan             For       Against    Management
12    Elect Director Richard J. Swift           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
15    Adopt Anti Gross-up Policy                Against   For        Shareholder
16    Report on Political Contributions         Against   For        Shareholder


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EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ned C. Lautenbach          For       Withhold   Management
1.2   Elect Director John R. Miller             For       Withhold   Management
1.3   Elect Director Gregory R. Page            For       For        Management
1.4   Elect Director Victor A. Pelson           For       Withhold   Management
2     Increase Authorized Common Stock          For       Against    Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Amend Articles to Authorize the Board of  For       For        Management
      Directors to Make Future Amendments to
      the Amended Regulations
5     Approve Omnibus Stock Plan                For       For        Management
6     Approve Executive Incentive Bonus Plan    For       Against    Management
7     Approve Executive Incentive Bonus Plan    For       Against    Management
8     Ratify Auditors                           For       Against    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       Withhold   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       Withhold   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       Withhold   Management
1.8   Elect Director Ronald L. Olson            For       Withhold   Management
1.9   Elect Director James M. Rosser            For       Withhold   Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       Withhold   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


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael W. Brown           For       For        Management
1.2   Elect Director Michael J. Cronin          For       Withhold   Management
1.3   Elect Director Gail Deegan                For       For        Management
1.4   Elect Director John R. Egan               For       Withhold   Management
1.5   Elect Director W. Paul Fitzgerald         For       Withhold   Management
1.6   Elect Director Olli-Pekka Kallasvuo       For       Withhold   Management
1.7   Elect Director Edmund F. Kelly            For       For        Management
1.8   Elect Director Windle B. Priem            For       For        Management
1.9   Elect Director Paul Sagan                 For       For        Management
1.10  Elect Director David N. Strohm            For       For        Management
1.11  Elect Director Joseph M. Tucci            For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Reduce Supermajority Vote Requirement     For       For        Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       Withhold   Management
1.2   Elect Director Larry R. Faulkner          For       For        Management
1.3   Elect Director William W. George          For       For        Management
1.4   Elect Director James R. Houghton          For       Withhold   Management
1.5   Elect Director Reatha Clark King          For       Withhold   Management
1.6   Elect Director Marilyn Carlson Nelson     For       Withhold   Management
1.7   Elect Director Samuel J. Palmisano        For       For        Management
1.8   Elect Director Steven S Reinemund         For       For        Management
1.9   Elect Director Walter V. Shipley          For       For        Management
1.10  Elect Director Rex W. Tillerson           For       Withhold   Management
1.11  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Require Independent Board Chairman        Against   For        Shareholder
6     Approve Distribution Policy               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Company's     Against   For        Shareholder
      Lowest Paid U.S. Workers
9     Claw-back of Payments under Restatements  Against   For        Shareholder
10    Review Anti-discrimination Policy on      Against   For        Shareholder
      Corporate Sponsorships and Executive
      Perks
11    Report on Political Contributions         Against   For        Shareholder
12    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
13    Report on Community Environmental Impacts Against   For        Shareholder
      of Operations
14    Report on Potential Environmental Damage  Against   For        Shareholder
      from Drilling in the Arctic National
      Wildlife Refuge
15    Adopt Greenhouse Gas Emissions Goals for  Against   For        Shareholder
      Products and Operations
16    Report on Carbon Dioxide Emissions        Against   For        Shareholder
      Information at Gas Stations
17    Report on Climate Change Impacts on       Against   For        Shareholder
      Emerging Countries
18    Report on Energy Technologies Development Against   For        Shareholder
19    Adopt Policy to Increase Renewable Energy Against   For        Shareholder


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

FAIRPOINT COMMUNICATIONS, INC

Ticker:       FRP            Security ID:  305560104
Meeting Date: JUN 18, 2008   Meeting Type: Annual
Record Date:  APR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Claude C. Lilly            For       For        Management
1.2   Elect Director Robert S. Lilien           For       For        Management
1.3   Elect Director Thomas F. Gilbane, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

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       Withhold   Management
1.2   Elect Director Robert J. Allison, Jr.     For       For        Management
1.3   Elect Director Robert A. Day              For       Withhold   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       Withhold   Management
1.7   Elect Director Charles C. Krulak          For       For        Management
1.8   Elect Director Bobby Lee Lackey           For       Withhold   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       Withhold   Management
1.12  Elect Director James R. Moffett           For       Withhold   Management
1.13  Elect Director B.M. Rankin, Jr.           For       Withhold   Management
1.14  Elect Director J. Stapleton Roy           For       Withhold   Management
1.15  Elect Director Stephen H. Siegele         For       For        Management
1.16  Elect Director J. Taylor Wharton          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

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


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

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       Against    Management
2     Elect Director William M. Castell         For       Against    Management
3     Elect Director Ann M. Fudge               For       For        Management
4     Elect Director Claudio X. Gonzalez        For       Against    Management
5     Elect Director Susan Hockfield            For       For        Management
6     Elect Director Jeffrey R. Immelt          For       Against    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       Against    Management
14    Elect Director Roger S. Penske            For       Against    Management
15    Elect Director Robert J. Swieringa        For       For        Management
16    Elect Director Douglas A. Warner III      For       Against    Management
17    Ratify Auditors                           For       Against    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   For        Shareholder
21    Adopt Policy on Overboarded Directors     Against   For        Shareholder
22    Report on Charitable Contributions        Against   For        Shareholder
23    Report on Global Warming                  Against   Against    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       Against    Management
3     Elect Director Raymond V. Gilmartin       For       For        Management
4     Elect Director Judith Richards Hope       For       Against    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       Against    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       Against    Management
12    Elect Director A. Michael Spence          For       Against    Management
13    Elect Director Dorothy A. Terrell         For       Against    Management
14    Ratify Auditors                           For       Against    Management
15    Approve Omnibus Stock Plan                For       Against    Management


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

GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank J. Borelli           For       For        Management
2     Elect Director Michael D. Fraizer         For       Against    Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert ?Bob? Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Saiyid T. Naqvi            For       For        Management
7     Elect Director James A. Parke             For       For        Management
8     Elect Director James S. Riepe             For       For        Management
9     Elect Director Barrett A. Toan            For       For        Management
10    Elect Director Thomas B. Wheeler          For       For        Management
11    Ratify Auditors                           For       For        Management


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Lloyd C. Blankfein        For       Against    Management
2     Elect Directors John H. Bryan             For       For        Management
3     Elect Directors Gary D. Cohn              For       For        Management
4     Elect Directors Claes Dahlback            For       For        Management
5     Elect Directors Stephen Friedman          For       For        Management
6     Elect Directors William W. George         For       For        Management
7     Elect Directors Rajat K. Gupta            For       For        Management
8     Elect Directors James A. Johnson          For       For        Management
9     Elect Directors Lois D. Juliber           For       For        Management
10    Elect Directors Edward M. Liddy           For       For        Management
11    Elect Directors Ruth J. Simmons           For       For        Management
12    Elect Directors Jon Winkelried            For       For        Management
13    Ratify Auditors                           For       Against    Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Prepare Sustainability Report             Against   Against    Shareholder


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

GOODYEAR TIRE & RUBBER CO., THE

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Boland            For       Withhold   Management
1.2   Elect Director James A. Firestone         For       For        Management
1.3   Elect Director Robert J. Keegan           For       Withhold   Management
1.4   Elect Director W. Alan McCollough         For       For        Management
1.5   Elect Director Steven A. Minter           For       Withhold   Management
1.6   Elect Director Denise M. Morrison         For       Withhold   Management
1.7   Elect Director Rodney O'Neal              For       Withhold   Management
1.8   Elect Director Shirley D. Peterson        For       Withhold   Management
1.9   Elect Director G. Craig Sullivan          For       Withhold   Management
1.10  Elect Director Thomas H. Weidemeyer       For       Withhold   Management
1.11  Elect Director Michael R. Wessel          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       Against    Management
4     Ratify Auditors                           For       Against    Management


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       Withhold   Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Adopt Internet Censorship Policies        Against   For        Shareholder
5     Amend Bylaws to Establish a Board         Against   For        Shareholder
      Committee on Human Rights


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ramani Ayer                For       Against    Management
2     Elect Director Ramon de Oliveira          For       For        Management
3     Elect Director Trevor Fetter              For       For        Management
4     Elect Director Edward J. Kelly, III       For       For        Management
5     Elect Director Paul G. Kirk, Jr.          For       Against    Management
6     Elect Director Thomas M. Marra            For       Against    Management
7     Elect Director Gail J. McGovern           For       For        Management
8     Elect Director Michael G. Morris          For       For        Management
9     Elect Director Charles B. Strauss         For       For        Management
10    Elect Director H. Patrick Swygert         For       Against    Management
11    Ratify Auditors                           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       Against    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       Against    Management


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       Against    Management
2     Elect Director Charlene Barshefsky        For       Against    Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       Against    Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       Against    Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       Against    Management
12    Ratify Auditors                           For       Against    Management
13    Amend Bylaws to Establish a Board         Against   For        Shareholder
      Committee on Sustainability


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

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       Withhold   Management
1.2   Elect Director W.R. Brody                 For       For        Management
1.3   Elect Director K.I. Chenault              For       Withhold   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       Withhold   Management
1.7   Elect Director J.W. Owens                 For       For        Management
1.8   Elect Director S.J. Palmisano             For       Withhold   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       Against    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   For        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


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David B. Bell             For       For        Management
1.2   Elect  Director Dr. Robert W. Conn        For       For        Management
1.3   Elect  Director James V. Diller           For       For        Management
1.4   Elect  Director Gary E. Gist              For       For        Management
1.5   Elect  Director Mercedes Johnson          For       For        Management
1.6   Elect  Director Gregory Lang              For       For        Management
1.7   Elect  Director Jan Peeters               For       For        Management
1.8   Elect  Director Robert N. Pokelwaldt      For       For        Management
1.9   Elect  Director James A. Urry             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Colleen C. Barrett         For       Against    Management
2     Elect Director M. Anthony Burns           For       Against    Management
3     Elect Director Maxine K. Clark            For       Against    Management
4     Elect Director Thomas J. Engibous         For       Against    Management
5     Elect Director Kent B. Foster             For       Against    Management
6     Elect Director Ken C. Hicks               For       For        Management
7     Elect Director Leonard H. Roberts         For       Against    Management
8     Elect Director Javier G. Teruel           For       For        Management
9     Elect Director Myron E. Ullman, III       For       Against    Management
10    Ratify Auditors                           For       Against    Management
11    Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       Withhold   Management
1.3   Elect Director Michael M.E. Johns         For       Withhold   Management
1.4   Elect Director Arnold G. Langbo           For       Withhold   Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       Withhold   Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       Withhold   Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

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       Against    Management
5     Elect Director James Dimon                For       Against    Management
6     Elect Director Ellen V. Futter            For       Against    Management
7     Elect Director William H. Gray, III       For       Against    Management
8     Elect Director Laban P. Jackson, Jr.      For       Against    Management
9     Elect Director Robert I. Lipp             For       Against    Management
10    Elect Director David C. Novak             For       For        Management
11    Elect Director Lee R. Raymond             For       Against    Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       Against    Management
14    Amend Omnibus Stock Plan                  For       Against    Management
15    Amend Executive Incentive Bonus Plan      For       Against    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   For        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   For        Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John R. Alm                For       For        Management
2     Elect Director John F. Bergstrom          For       Against    Management
3     Elect Director Robert W. Decherd          For       For        Management
4     Elect Director Ian C. Read                For       For        Management
5     Elect Director G. Craig Sullivan          For       For        Management
6     Ratify Auditors                           For       Against    Management
7     Eliminate Supermajority Vote Requirement  For       For        Management
8     Require Director Nominee Qualifications   Against   Against    Shareholder
9     Adopt ILO Based Code of Conduct           Against   For        Shareholder
10    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
11    Provide for Cumulative Voting             Against   For        Shareholder
12    Amend Bylaws to Establish a Board         Against   For        Shareholder
      Committee on Sustainability


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

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   Against    Shareholder
19    Adopt Purchasing Preference for Suppliers Against   Against    Shareholder
      Using CAK
20    Phase out Sales of Eggs from Battery Cage Against   Against    Shareholder
      Hens
21    Report on Company Product Safety Policies Against   Against    Shareholder
22    Pay For Superior Performance              Against   Against    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       Against    Management
2     Elect Director John F. Akers              For       Against    Management
3     Elect Director Roger S. Berlind           For       Against    Management
4     Elect Director Thomas H. Cruikshank       For       Against    Management
5     Elect Director Marsha Johnson Evans       For       For        Management
6     Elect Director Richard S. Fuld, Jr.       For       Against    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       Against    Management
11    Elect Director John D. Macomber           For       Against    Management
12    Ratify Auditors                           For       Against    Management
13    Amend Omnibus Stock Plan                  For       Against    Management
14    Approve/Amend Executive Incentive Bonus   For       Against    Management
      Plan
15    Publish Political Contributions           Against   Against    Shareholder
16    Prepare an Environmental Sustainability   Against   Against    Shareholder
      Report


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. C. "Pete" Aldrige, Jr.  For       For        Management
1.2   Elect Director Nolan D. Archibald         For       Withhold   Management
1.3   Elect Director David B. Burritt           For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       Withhold   Management
1.5   Elect Director Gwendolyn S. King          For       Withhold   Management
1.6   Elect Director James M. Loy               For       Withhold   Management
1.7   Elect Director Douglas H. McCorkindale    For       For        Management
1.8   Elect Director Joseph W. Ralston          For       Withhold   Management
1.9   Elect Director Frank Savage               For       Withhold   Management
1.10  Elect Director James Schneider            For       For        Management
1.11  Elect Director Anne Stevens               For       For        Management
1.12  Elect Director Robert J. Stevens          For       Withhold   Management
1.13  Elect Director James R. Ukropina          For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Provide for Simple Majority Voting        For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
7     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
8     Report on Nuclear Weapons                 Against   For        Shareholder
9     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424108
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann E. Berman              For       For        Management
2     Elect Director Joseph L. Bower            For       For        Management
3     Elect Director Charles M. Diker           For       For        Management
4     Elect Director Paul J. Fribourg           For       Against    Management
5     Elect Director Walter L. Harris           For       For        Management
6     Elect Director Philip A. Laskawy          For       For        Management
7     Elect Director Gloria R. Scott            For       Against    Management
8     Elect Director Andrew H. Tisch            For       Against    Management
9     Elect Director James S. Tisch             For       Against    Management
10    Elect Director Jonathan M. Tisch          For       Against    Management
11    Ratify Auditors                           For       Against    Management
12    Provide for Cumulative Voting             Against   For        Shareholder
13    Pay For Superior Performance              Against   For        Shareholder
14    Adopt Principles for Health Care Reform   Against   For        Shareholder
15    Amend Tobacco Marketing Strategies        Against   Against    Shareholder


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

MACY'S INC

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen F. Bollenbach      For       For        Management
1.2   Elect Director Deirdre P. Connelly        For       For        Management
1.3   Elect Director Meyer Feldberg             For       Withhold   Management
1.4   Elect Director Sara Levinson              For       Withhold   Management
1.5   Elect Director Terry J. Lundgren          For       Withhold   Management
1.6   Elect Director Joseph Neubauer            For       Withhold   Management
1.7   Elect Director Joseph A. Pichler          For       Withhold   Management
1.8   Elect Director Joyce M. Roche             For       For        Management
1.9   Elect Director Karl M. von der Heyden     For       Withhold   Management
1.10  Elect Director Craig E. Weatherup         For       Withhold   Management
1.11  Elect Director Marna C. Whittington       For       Withhold   Management
2     Ratify Auditors                           For       Against    Management


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

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       Against    Management
6     Elect Director Dennis H. Reilley          For       For        Management
7     Elect Director Seth E. Schofield          For       Against    Management
8     Elect Director John W. Snow               For       For        Management
9     Elect Director Thomas J. Usher            For       Against    Management
10    Ratify Auditors                           For       Against    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       Against    Management
2     Elect Director Johnnetta B. Cole, Ph.D.   For       Against    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       Against    Management
8     Elect Director Rochelle B. Lazarus        For       Against    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       Against    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


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol T. Christ            For       For        Management
2     Elect Director Armando M. Codina          For       For        Management
3     Elect Director Judith Mayhew Jonas        For       For        Management
4     Elect Director John A. Thain              For       Against    Management
5     Ratify Auditors                           For       Against    Management
6     Provide for Cumulative Voting             Against   For        Shareholder
7     Compensation- Miscellaneous Company       Against   For        Shareholder
      Specific--Prohibiting Executive Officer
      Stock Sales during Buyback
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Adopt Employment Contract                 Against   For        Shareholder


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

METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sylvia Mathews Burwell     For       For        Management
1.2   Elect Director Eduardo Castro-Wright      For       For        Management
1.3   Elect Director Cheryl W. Grise            For       For        Management
1.4   Elect Director William C. Steere, Jr.     For       For        Management
1.5   Elect Director Lulu C. Wang               For       For        Management
2     Ratify Auditors                           For       Against    Management


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       For        Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       Against    Management
4     Elect Director C. Robert Kidder           For       Against    Management
5     Elect Director John J. Mack               For       Against    Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Hutham S. Olayan           For       For        Management
9     Elect Director Charles E. Phillips, Jr.   For       For        Management
10    Elect Director Griffith Sexton            For       Against    Management
11    Elect Director Laura D. Tyson             For       Against    Management
12    Ratify Auditors                           For       Against    Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Approve Report of the Compensation        Against   For        Shareholder
      Committee
15    Report on Human Rights Investment         Against   For        Shareholder
      Policies


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis W. Coleman           For       For        Management
2     Elect Director Thomas B. Fargo            For       For        Management
3     Elect Director Victor H. Fazio            For       For        Management
4     Elect Director Donald E. Felsinger        For       For        Management
5     Elect Director Stephen E. Frank           For       For        Management
6     Elect Director Phillip Frost              For       For        Management
7     Elect Director Charles R. Larson          For       For        Management
8     Elect Director Richard B. Myers           For       For        Management
9     Elect Director Aulana L. Peters           For       For        Management
10    Elect Director Kevin W. Sharer            For       For        Management
11    Elect Director Ronald D. Sugar            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Report on Foreign Military Sales          Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
16    Adopt Anti Gross-up Policy                Against   Against    Shareholder


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 2, 2007    Meeting Type: Annual
Record Date:  SEP 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       Withhold   Management
1.2   Elect Director Lawrence J. Ellison        For       Withhold   Management
1.3   Elect Director Donald L. Lucas            For       Withhold   Management
1.4   Elect Director Michael J. Boskin          For       Withhold   Management
1.5   Elect Director Jack F. Kemp               For       Withhold   Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       Withhold   Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director H. Raymond Bingham         For       For        Management
1.10  Elect Director Charles E Phillips, Jr.    For       Withhold   Management
1.11  Elect Director Naomi O. Seligman          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Amend Bylaws to Establish a Board         Against   For        Shareholder
      Committee on Human Rights
5     Issue an Open Source Report               Against   For        Shareholder


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 24, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda S. Harty             For       Withhold   Management
1.2   Elect Director Candy M. Obourn            For       Withhold   Management
1.3   Elect Director Donald E. Washkewicz       For       Withhold   Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       Against    Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director I.M. Cook                  For       For        Management
2     Elect Director D. Dublon                  For       For        Management
3     Elect Director V.J. Dzau                  For       For        Management
4     Elect Director R.L. Hunt                  For       Against    Management
5     Elect Director A. Ibarguen                For       For        Management
6     Elect Director A.C. Martinez              For       For        Management
7     Elect Director I.K. Nooyi                 For       Against    Management
8     Elect Director S.P. Rockefeller           For       Against    Management
9     Elect Director J.J. Schiro                For       For        Management
10    Elect Director L.G. Trotter               For       For        Management
11    Elect Director D.Vasella                  For       For        Management
12    Elect Director M.D. White                 For       For        Management
13    Ratify Auditors                           For       Against    Management
14    Report on Recycling                       Against   For        Shareholder
15    Report on Genetically Engineered Products Against   For        Shareholder
16    Report on Human Rights Policies Relating  Against   For        Shareholder
      to Water Use
17    Report on Global Warming                  Against   Against    Shareholder
18    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David R. Andrews           For       For        Management
2     Elect Director C. Lee Cox                 For       Against    Management
3     Elect Director Peter A. Darbee            For       Against    Management
4     Elect Director Maryellen C. Herringer     For       For        Management
5     Elect Director Richard A. Meserve         For       For        Management
6     Elect Director Mary S. Metz               For       Against    Management
7     Elect Director Barbara L. Rambo           For       For        Management
8     Elect Director Barry Lawson Williams      For       Against    Management
9     Ratify Auditors                           For       Against    Management
10    Report on CEO Contribution to Operation   Against   Against    Shareholder
      of Company
11    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
12    Require Independent Lead Director         Against   For        Shareholder


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hugh Grant                 For       For        Management
1.2   Elect Director Michele J. Hooper          For       Withhold   Management
1.3   Elect Director Robert Mehrbian            For       Withhold   Management
2     Ratify Auditors                           For       Against    Management


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nance K. Dicciani          For       For        Management
1.2   Elect Director Edward G. Galante          For       For        Management
1.3   Elect Director Ira D. Hall                For       For        Management
1.4   Elect Director Raymond W. LeBoeuf         For       Withhold   Management
1.5   Elect Director Larry D. McVay             For       For        Management
1.6   Elect Director Wayne T. Smith             For       For        Management
1.7   Elect Director H. Mitchell Watson, Jr.    For       Withhold   Management
1.8   Elect Director Robert L. Wood             For       For        Management
2     Require Majority Vote for Non-Contested   For       For        Management
      Election
3     Ratify Auditors                           For       Against    Management


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 9, 2007    Meeting Type: Annual
Record Date:  AUG 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rajat K. Gupta             For       Withhold   Management
1.2   Elect Director A. G. Lafley               For       Withhold   Management
1.3   Elect Director Lynn M. Martin             For       Withhold   Management
1.4   Elect Director Johnathan A. Rodgers       For       Withhold   Management
1.5   Elect Director John F. Smith, Jr.         For       Withhold   Management
1.6   Elect Director Ralph Snyderman, M.D.      For       Withhold   Management
1.7   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditor                            For       Against    Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Report on Free Enterprise Initiatives     Against   For        Shareholder
5     Report on Animal Welfare                  Against   Against    Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Conrad K. Harper           For       Withhold   Management
1.2   Elect Director Shirley Ann Jackson        For       For        Management
1.3   Elect Director Thomas A. Renyi            For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward A. Mueller          For       Against    Management
2     Elect Director Linda G. Alvarado          For       Against    Management
3     Elect Director Charles L. Biggs           For       Against    Management
4     Elect Director K. Dane Brooksher          For       For        Management
5     Elect Director Peter S. Hellman           For       For        Management
6     Elect Director R. David Hoover            For       Against    Management
7     Elect Director Patrick J. Martin          For       For        Management
8     Elect Director Caroline Matthews          For       For        Management
9     Elect Director Wayne W. Murdy             For       For        Management
10    Elect Director Jan L. Murley              For       For        Management
11    Elect Director Frank P. Popoff            For       Against    Management
12    Elect Director James A. Unruh             For       Against    Management
13    Elect Director Anthony Welters            For       For        Management
14    Ratify Auditors                           For       For        Management
15    Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
16    Require Independent Board Chairman        Against   For        Shareholder


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

RENAISSANCERE HOLDINGS LTD.

Ticker:       RNR            Security ID:  G7496G103
Meeting Date: MAY 19, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   DIRECTOR DAVID C. BUSHNELL                For       For        Management
1.2   DIRECTOR JAMES L. GIBBONS                 For       For        Management
1.3   DIRECTOR JEAN D. HAMILTON                 For       For        Management
1.4   DIRECTOR ANTHONY M. SANTOMERO             For       For        Management
2     TO APPOINT THE FIRM OF ERNST & YOUNG,     For       For        Management
      LTD., AN INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM, TO SERVE AS OUR AUDITORS
      FOR THE 2008 FISCAL YEAR UNTIL OUR 2009
      ANNUAL GENERAL MEETING


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

ROCK-TENN COMPANY

Ticker:       RKT            Security ID:  772739207
Meeting Date: JAN 25, 2008   Meeting Type: Annual
Record Date:  NOV 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Hyatt Brown             For       Withhold   Management
1.2   Elect Director Robert M. Chapman          For       For        Management
1.3   Elect Director Russell M. Currey          For       Withhold   Management
1.4   Elect Director G. Stephen Felker          For       For        Management
1.5   Elect Director Bettina M. Whyte           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 6, 2008    Meeting Type: Annual
Record Date:  DEC 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce M. Rockwell          For       Withhold   Management
1.2   Elect Director Joseph F. Toot, Jr.        For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SANDISK CORP.

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eli Harari                 For       Against    Management
2     Elect Director Irwin Federman             For       Against    Management
3     Elect Director Steven J. Gomo             For       For        Management
4     Elect Director Eddy W. Hartenstein        For       For        Management
5     Elect Director Catherine P. Lego          For       For        Management
6     Elect Director Michael E. Marks           For       For        Management
7     Elect Director James D. Meindl            For       Against    Management
8     Ratify Auditors                           For       Against    Management
9     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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       Withhold   Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       Withhold   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       Withhold   Management
1.7   Elect Director Antonio M. Perez           For       For        Management
1.8   Elect Director Patricia F. Russo          For       Withhold   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       Withhold   Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       Against    Management


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 13, 2007   Meeting Type: Annual
Record Date:  JUL 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Brown              For       For        Management
1.2   Elect Director William T. Coleman         For       For        Management
1.3   Elect Director Frank E. Dangeard          For       For        Management
1.4   Elect Director David L. Mahoney           For       For        Management
1.5   Elect Director Robert S. Miller           For       Withhold   Management
1.6   Elect Director George Reyes               For       Withhold   Management
1.7   Elect Director Daniel H. Schulman         For       For        Management
1.8   Elect Director John W. Thompson           For       Withhold   Management
1.9   Elect Director V. Paul Unruh              For       For        Management
2     Amend Outside Director Stock Awards in    For       For        Management
      Lieu of Cash
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

TIMKEN CO. (THE)

Ticker:       TKR            Security ID:  887389104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip R. Cox             For       Withhold   Management
1.2   Elect Director Robert W. Mahoney          For       Withhold   Management
1.3   Elect Director Ward J. Timken, Jr.        For       Withhold   Management
1.4   Elect Director Joseph F. Toot, Jr.        For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
4     Declassify the Board of Directors         Against   For        Shareholder


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

TJX COMPANIES, INC., THE

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jose B. Alvarez            For       For        Management
1.2   Elect Director Alan M. Bennett            For       For        Management
1.3   Elect Director David A. Brandon           For       For        Management
1.4   Elect Director Bernard Cammarata          For       For        Management
1.5   Elect Director David T. Ching             For       For        Management
1.6   Elect Director Michael F. Hines           For       For        Management
1.7   Elect Director Amy B. Lane                For       For        Management
1.8   Elect Director Carol Meyrowitz            For       For        Management
1.9   Elect Director John F. O'Brien            For       For        Management
1.10  Elect Director Robert F. Shapiro          For       For        Management
1.11  Elect Director Willow B. Shire            For       For        Management
1.12  Elect Director Fletcher H. Wiley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Implement MacBride Principles             Against   Against    Shareholder


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

TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan L. Beller             For       For        Management
1.2   Elect Director John H. Dasburg            For       Against    Management
1.3   Elect Director Janet M. Dolan             For       For        Management
1.4   Elect Director Kenneth M. Duberstein      For       For        Management
1.5   Elect Director Jay S. Fishman             For       Against    Management
1.6   Elect Director Lawrence G. Graev          For       For        Management
1.7   Elect Director Patricia L. Higgins        For       For        Management
1.8   Elect Director Thomas R. Hodgson          For       Against    Management
1.9   Elect Director Cleve L. Killingsworth,    For       For        Management
      Jr.
1.10  Elect Director Robert I. Lipp             For       Against    Management
1.11  Elect Director Blythe J. McGarvie         For       For        Management
1.12  Elect Director Glen D. Nelson, M.D.       For       Against    Management
1.13  Elect Director Laurie J. Thomsen          For       For        Management
2     Ratify Auditors                           For       Against    Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  G9143X208
Meeting Date: MAR 13, 2008   Meeting Type: Annual
Record Date:  JAN 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       Withhold   Management
1.3   Elect  Director Brian Duperreault         For       For        Management
1.4   Elect  Director Bruce S. Gordon           For       For        Management
1.5   Elect  Director Rajiv L. Gupta            For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Brendan R. O'Neill        For       For        Management
1.8   Elect  Director William S. Stavropoulos   For       For        Management
1.9   Elect  Director Sandra S. Wijnberg        For       For        Management
1.10  Elect  Director Jerome B. York            For       For        Management
1.11  Elect  Director Timothy M. Donahue        For       For        Management
2     Ratify Auditors                           For       For        Management
3     AMENDMENTS TO THE COMPANY S BYE-LAWS      For       For        Management


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

UNITED STATES STEEL CORP.

Ticker:       X              Security ID:  912909108
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Gephardt        For       For        Management
1.2   Elect Director Glenda G. McNeal           For       For        Management
1.3   Elect Director Patricia A. Tracey         For       For        Management
1.4   Elect Director Graham B. Spanier          For       For        Management
2     Ratify Auditors                           For       For        Management


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

VERISIGN, INC.

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D. James Bidzos            For       Withhold   Management
1.2   Elect Director William L. Chenevich       For       Withhold   Management
1.3   Elect Director Kathleen A. Cote           For       For        Management
1.4   Elect Director John D. Roach              For       For        Management
1.5   Elect Director Louis A. Simpson           For       For        Management
1.6   Elect Director Timothy Tomlinson          For       For        Management
2     Ratify Auditors                           For       Against    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       Against    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       Against    Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Thomas H. O'Brien          For       Against    Management
8     Elect Director Clarence Otis, Jr.         For       For        Management
9     Elect Director Hugh B. Price              For       Against    Management
10    Elect Director Ivan G. Seidenberg         For       Against    Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director John R. Stafford           For       Against    Management
13    Ratify Auditors                           For       Against    Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Gender Identity
16    Require Independent Board Chairman        Against   For        Shareholder


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 6, 2008    Meeting Type: Annual
Record Date:  JAN 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Susan E.  Arnold           For       For        Management
2     Elect Director John E.  Bryson            For       For        Management
3     Elect Director John S.  Chen              For       For        Management
4     Elect Director Judith L.  Estrin          For       For        Management
5     Elect Director Robert A. Iger             For       For        Management
6     Elect Director Steven P. Jobs             For       Against    Management
7     Elect Director Fred H. Langhammer         For       For        Management
8     Elect Director Aylwin B. Lewis            For       For        Management
9     Elect Director Monica C. Lozano           For       For        Management
10    Elect Director Robert W. Matschullat      For       For        Management
11    Elect Director John E. Pepper, Jr.        For       For        Management
12    Elect Director Orin C. Smith              For       For        Management
13    Ratify Auditors                           For       Against    Management
14    Amend Omnibus Stock Plan                  For       Against    Management
15    Amend Executive Incentive Bonus Plan      For       Against    Management


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Joseph R. Cleveland        For       For        Management
2     Elect Director Juanita H. Hinshaw         For       For        Management
3     Elect Director Frank T. Macinnis          For       For        Management
4     Elect Director Steven J. Malcolm          For       Against    Management
5     Elect Director Janice D. Stoney           For       For        Management
6     Ratify Auditors                           For       Against    Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert M. Amen             For       For        Management
2     Elect Director Michael J. Critelli        For       For        Management
3     Elect Director Robert Essner              For       Against    Management
4     Elect Director John D. Feerick            For       Against    Management
5     Elect Director Frances D. Fergusson       For       For        Management
6     Elect Director Victor F. Ganzi            For       For        Management
7     Elect Director Robert Langer              For       For        Management
8     Elect Director John P. Mascotte           For       Against    Management
9     Elect Director Raymond J. McGuire         For       For        Management
10    Elect Director Mary Lake Polan            For       Against    Management
11    Elect Director Bernard Poussot            For       Against    Management
12    Elect Director Gary L. Rogers             For       For        Management
13    Elect Director John R. Torell III         For       Against    Management
14    Ratify Auditors                           For       For        Management
15    Amend Omnibus Stock Plan                  For       Against    Management
16    Amend Non-Employee Director Restricted    For       Against    Management
      Stock Plan
17    Report on Political Contributions         Against   For        Shareholder
18    Claw-back of Payments under Restatements  Against   For        Shareholder


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

XL CAPITAL LTD.

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert N. Haag           For       For        Management
1.2   Elect  Director Ellen E. Thrower          For       Withhold   Management
1.3   Elect  Director John M. Vereker           For       For        Management
2     TO RATIFY THE APPOINTMENT OF              For       Against    Management
      PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW
      YORK TO ACT AS THE INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
      THE FISCAL YEAR ENDING DECEMBER 31, 2008.
3     TO APPROVE THE AMENDMENT AND RESTATEMENT  For       Against    Management
      OF THE COMPANY S DIRECTORS STOCK & OPTION
      PLAN.


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

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Dorman            For       For        Management
1.2   Elect Director Massimo Ferragamo          For       Withhold   Management
1.3   Elect Director J. David Grissom           For       For        Management
1.4   Elect Director Bonnie G. Hill             For       For        Management
1.5   Elect Director Robert Holland, Jr.        For       Withhold   Management
1.6   Elect Director Kenneth G. Langone         For       Withhold   Management
1.7   Elect Director Jonathan S. Linen          For       For        Management
1.8   Elect Director Thomas C. Nelson           For       For        Management
1.9   Elect Director David C. Novak             For       Withhold   Management
1.10  Elect Director Thomas M. Ryan             For       For        Management
1.11  Elect Director Jing-Shyh S. Su            For       Withhold   Management
1.12  Elect Director Jackie Trujillo            For       Withhold   Management
1.13  Elect Director Robert D. Walter           For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Adopt MacBride Principles                 Against   For        Shareholder
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
7     Report on Sustainability and Food Safety  Against   For        Shareholder
      in the Supply Chain
8     Report on Animal Welfare Policies         Against   For        Shareholder


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David C. Dvorak            For       For        Management
2     Elect Director Robert A. Hagemann         For       For        Management
3     Elect Director Arthur J. Higgins          For       For        Management
4     Elect Director Cecil B. Pickett           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend Executive Incentive Bonus Plan      For       Against    Management
7     Eliminate Supermajority Vote Requirement  For       For        Management




============================ MFS MID-CAP VALUE FUND ============================


ADVANCE AUTO PARTS INC

Ticker:       AAP            Security ID:  00751Y106
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John C. Brouillard        For       For        Management
1.2   Elect  Director Lawrence P. Castellani    For       For        Management
1.3   Elect  Director Darren R. Jackson         For       For        Management
1.4   Elect  Director Nicholas J. Lahowchic     For       For        Management
1.5   Elect  Director William S. Oglesby        For       For        Management
1.6   Elect  Director Gilbert T. Ray            For       For        Management
1.7   Elect  Director Carlos A. Saladrigas      For       For        Management
1.8   Elect  Director Francesca M. Spinelli     For       For        Management
2     Ratify Auditors                           For       For        Management


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

ADVANCED MEDICAL OPTICS, INC.

Ticker:       EYE            Security ID:  00763M108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James V. Mazzo             For       For        Management
1.2   Elect Director Robert J. Palmisano        For       For        Management
1.3   Elect Director James O. Rollans           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


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

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  NOV 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Donahue         For       For        Management
1.2   Elect Director Ursula O. Fairbairn        For       For        Management
1.3   Elect Director John P. Jones III          For       For        Management
1.4   Elect Director Lawrence S. Smith          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALBEMARLE CORP.

Ticker:       ALB            Security ID:  012653101
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  FEB 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Alfred Broaddus, Jr.    For       For        Management
1.2   Elect Director William M. Gottwald        For       For        Management
1.3   Elect Director R. William Ide III         For       For        Management
1.4   Elect Director Richard L. Morrill         For       For        Management
1.5   Elect Director Mark C. Rohr               For       For        Management
1.6   Elect Director John Sherman, Jr.          For       For        Management
1.7   Elect Director Charles E. Stewart         For       For        Management
1.8   Elect Director Harriett Tee Taggart       For       For        Management
1.9   Elect Director Anne Marie Whittemore      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management


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

ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Diggs             For       For        Management
1.2   Elect Director J. Brett Harvey            For       For        Management
1.3   Elect Director Michael J. Joyce           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

ALLIANCE DATA SYSTEMS CORP.

Ticker:       ADS            Security ID:  018581108
Meeting Date: AUG 8, 2007    Meeting Type: Special
Record Date:  JUL 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

ALLIED WASTE INDUSTRIES, INC.

Ticker:       AW             Security ID:  019589308
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David P. Abney             For       For        Management
1.2   Elect Director Charles H. Cotros          For       For        Management
1.3   Elect Director James W. Crownover         For       For        Management
1.4   Elect Director William J. Flynn           For       For        Management
1.5   Elect Director David I. Foley             For       For        Management
1.6   Elect Director Nolan Lehmann              For       For        Management
1.7   Elect Director Leon J. Level              For       For        Management
1.8   Elect Director James A. Quella            For       Withhold   Management
1.9   Elect Director John M. Trani              For       For        Management
1.10  Elect Director John J. Zillmer            For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALLIED WORLD ASSURANCE HOLDINGS LTD, HAMILTON

Ticker:       AWH            Security ID:  G0219G203
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark R. Patterson         For       Withhold   Management
1.2   Elect  Director Samuel J. Weinhoff        For       Withhold   Management
2     ELECTION OF NOMINEES OF ALLIED WORLD      For       For        Management
      ASSURANCE HOLDINGS (IRELAND) LTD
3     ELECTION OF NOMINEES OF ALLIED WORLD      For       For        Management
      ASSURANCE COMPANY (EUROPE) LTD
4     ELECTION OF NOMINEES OF ALLIED WORLD      For       For        Management
      ASSURANCE COMPANY (REINSURANCE) LIMITED
5     ELECTION OF NOMINEES OF NEWMARKET         For       For        Management
      ADMINISTRATIVE SERVICES (BERMUDA) LIMITED
6     ELECTION OF NOMINEES OF NEWMARKET         For       For        Management
      ADMINISTRATIVE SERVICES (IRELAND) LIMITED
7     TO APPROVE THE ALLIED WORLD ASSURANCE     For       For        Management
      COMPANY HOLDINGS, LTD SECOND AMENDED AND
      RESTATED 2001 EMPLOYEE STOCK OPTION PLAN.
8     TO APPROVE THE ALLIED WORLD ASSURANCE     For       For        Management
      COMPANY HOLDINGS, LTD SECOND AMENDED AND
      RESTATED 2004 STOCK INCENTIVE PLAN.
9     TO APPROVE THE ALLIED WORLD ASSURANCE     For       For        Management
      COMPANY HOLDINGS, LTD 2008 EMPLOYEE SHARE
      PURCHASE PLAN.
10    TO APPROVE AND ADOPT THE ALLIED WORLD     For       For        Management
      ASSURANCE COMPANY HOLDINGS, LTD. SECOND
      AMENDED AND RESTATED BYE-LAWS
11    Ratify Auditors                           For       For        Management


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

AMERICAN CAPITAL STRATEGIES, LTD.

Ticker:       ACAS           Security ID:  024937104
Meeting Date: MAY 19, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary C. Baskin             For       For        Management
1.2   Elect Director Neil M. Hahl               For       For        Management
1.3   Elect Director Philip R. Harper           For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Stan Lundine               For       For        Management
1.6   Elect Director Kenneth D. Peterson        For       For        Management
1.7   Elect Director Alvin N. Puryear           For       For        Management
1.8   Elect Director Malon Wilkus               For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3     Approve Stock Option Plan                 For       Against    Management
4     Amend Incentive Bonus Plan                For       For        Management
5     Approve Issuance of Convertible Debt      For       Against    Management
      Securities or Preferred Stock
6     Change Company Name                       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Other Business                            For       Against    Management


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

AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director Ralph D. Crosby, Jr.       For       For        Management
1.3   Elect Director Linda A. Goodspeed         For       For        Management
1.4   Elect Director Lester A. Hudson, Jr.      For       For        Management
1.5   Elect Director Lionel L. Nowell III       For       For        Management
1.6   Elect Director Kathryn D. Sullivan        For       For        Management
1.7   Elect Director Donald M. Carlton          For       For        Management
1.8   Elect Director John P. DesBarres          For       For        Management
1.9   Elect Director Thomas E. Hoaglin          For       For        Management
1.10  Elect Director Michael G. Morris          For       For        Management
1.11  Elect Director Richard L. Sandor          For       For        Management
2     Ratify Auditors                           For       For        Management


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

AMERICREDIT CORP.

Ticker:       ACF            Security ID:  03060R101
Meeting Date: OCT 25, 2007   Meeting Type: Annual
Record Date:  AUG 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A.R. Dike                  For       For        Management
1.2   Elect Director Douglas K. Higgins         For       For        Management
1.3   Elect Director Kenneth H. Jones, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management


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

AMERIGROUP CORP.

Ticker:       AGP            Security ID:  03073T102
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Carlson           For       For        Management
1.2   Elect Director Jeffrey B. Child           For       For        Management
1.3   Elect Director Richard D. Shirk           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ASPEN INSURANCE HOLDINGS, LTD.

Ticker:       AHL            Security ID:  G05384105
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mr. Christopher O'Kane    For       For        Management
1.2   Elect  Director Ms. Heidi Hutter          For       For        Management
1.3   Elect  Director Mr. David Kelso           For       For        Management
1.4   Elect  Director Mr. John Cavoores         For       For        Management
1.5   Elect  Director Mr. Liaquat Ahamed        For       For        Management
1.6   Elect  Director Matthew Botein            For       For        Management
1.7   Elect  Director Richard Bucknall          For       For        Management
1.8   Elect  Director Glyn Jones                For       For        Management
1.9   Elect  Director Chris O'Kane              For       For        Management
1.10  Elect  Director Richard Bucknall          For       For        Management
1.11  Elect  Director Ian Cormack               For       For        Management
1.12  Elect  Director Marek Gumienny            For       For        Management
1.13  Elect  Director Stephen Rose              For       For        Management
1.14  Elect  Director Oliver Peterken           For       For        Management
1.15  Elect  Director Ms. Heidi Hutter          For       For        Management
1.16  Elect  Director Christopher O'Kane        For       For        Management
1.17  Elect  Director Richard Houghton          For       For        Management
1.18  Elect  Director Stephen Rose              For       For        Management
1.19  Elect  Director Christopher O'Kane        For       For        Management
1.20  Elect  Director Richard Houghton          For       For        Management
1.21  Elect  Director Stephen Rose              For       For        Management
1.22  Elect  Director Stephen Rose              For       For        Management
1.23  Elect  Director John Henderson            For       For        Management
1.24  Elect  Director Chris Woodman             For       For        Management
1.25  Elect  Director Ms. Tatiana Kerno         For       For        Management
1.26  Elect  Director Christopher O'Kane        For       For        Management
1.27  Elect  Director Julian Cusack             For       For        Management
1.28  Elect  Director James Few                 For       For        Management
1.29  Elect  Director Oliver Peterken           For       For        Management
1.30  Elect  Director David Skinner             For       For        Management
1.31  Elect  Director Ms. Karen Green           For       For        Management
1.32  Elect  Director Ms. Kate Vacher           For       For        Management
1.33  Elect  Director Ms. Heather Kitson        For       For        Management
2     TO RE-ELECT MR. RICHARD HOUGHTON AS CLASS For       For        Management
      II DIRECTOR OF THE COMPANY.
3     TO ADOPT THE COMPANY S EMPLOYEE SHARE     For       For        Management
      PURCHASE PLAN AS DETAILED IN APPENDIX I
      OF THE PROXY STATEMENT.
4     TO ADOPT THE COMPANY S 2008 SHARESAVE     For       For        Management
      PLAN AS DETAILED IN APPENDIX II OF THE
      PROXY STATEMENT.
5     TO APPOINT KPMG AUDIT PLC, LONDON,        For       For        Management
      ENGLAND, TO ACT AS THE COMPANY S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE FISCAL YEAR ENDING DECEMBER
      31, 2008 AND TO AUTHORIZE THE BOARD OF
      DIRECTORS THROUGH THE AUDIT COMMITTEE TO
      SET THEIR REMUNERATION
6     TO ADOPT THE AMENDED AND RESTATED         For       For        Management
      BYE-LAWS OF THE COMPANY/.
7     TO AUTHORIZE THE DIRECTORS OF ASPEN       For       For        Management
      INSURANCE UK LIMITED TO ALLOT SHARES.
8     TO AMEND ASPEN INSURANCE UK LIMITED;S     For       For        Management
      MEMORANDUM OF ASSOCIATION AND ARTICLES OF
      ASSOCIATION
9     Ratify Auditors                           For       For        Management
10    TO AUTHORIZE THE DIRECTORS OF ASPEN       For       For        Management
      INSURANCE UK LIMITED TO ALLOT SHARES
11    TO AMEND ASPEN INSURANCE UK LIMITED S     For       For        Management
      MEMORANDUM OF ASSOCIATION AND ARTICLES OF
      INCORPORATION
12    Ratify Auditors                           For       For        Management
13    TO AUTHORIZE THE DIRECTORS OF ASPEN       For       For        Management
      INSURANCE UK SERVICES LIMITED TO ALLOT
      SHARES.
14    TO AMEND ASPEN INSURANCE UK SERVICES      For       For        Management
      LIMITED S MEMORANDUM OF ASSOCIATION AND
      ARTICLES OF INCORPORATION
15    Ratify Auditors                           For       For        Management
16    TO AUTHORIZE THE DIRECTORS OF AIUK        For       For        Management
      TRUSTEES LIMITED TO ALLOT SHARES
17    TO AMEND AIUK LIMITED S MEMORANDUM OF     For       For        Management
      ASSOCIATION AND ARTICLES OF INCORPORATION
18    Ratify Auditors                           For       For        Management
19    Ratify Auditors                           For       For        Management
20    TO ADOPT THE AMENDED AND RESTATED         For       For        Management
      BYE-LAWS


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

AUTOLIV INC.

Ticker:       ALV            Security ID:  052800109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jan Carlson                For       For        Management
1.2   Elect Director Sune Carlsson              For       For        Management
1.3   Elect Director William E. Johnston, Jr.   For       For        Management
1.4   Elect Director S. Jay Stewart             For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Biondi, Jr.       For       For        Management
1.2   Elect Director Ruth E. Bruch              For       For        Management
1.3   Elect Director Nicholas M. Donofrio       For       For        Management
1.4   Elect Director Steven G. Elliott          For       For        Management
1.5   Elect Director Gerald L. Hassell          For       For        Management
1.6   Elect Director Edmund F. Kelly            For       For        Management
1.7   Elect Director Robert P. Kelly            For       For        Management
1.8   Elect Director Richard J. Kogan           For       For        Management
1.9   Elect Director Michael J. Kowalski        For       For        Management
1.10  Elect Director John A. Luke, Jr.          For       For        Management
1.11  Elect Director Robert Mehrabian           For       For        Management
1.12  Elect Director Mark A. Nordenberg         For       For        Management
1.13  Elect Director Catherine A. Rein          For       For        Management
1.14  Elect Director Thomas A. Renyi            For       For        Management
1.15  Elect Director William C. Richardson      For       For        Management
1.16  Elect Director Samuel C. Scott III        For       For        Management
1.17  Elect Director John P. Surma              For       For        Management
1.18  Elect Director Wesley W. von Schack       For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

BRE PROPERTIES, INC.

Ticker:       BRE            Security ID:  05564E106
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paula F. Downey            For       For        Management
1.2   Elect Director Robert A. Fiddaman         For       For        Management
1.3   Elect Director Irving F. Lyons III        For       For        Management
1.4   Elect Director Edward E. Mace             For       For        Management
1.5   Elect Director Christopher J. Mcgurk      For       For        Management
1.6   Elect Director Matthew T. Medeiros        For       For        Management
1.7   Elect Director Constance B. Moore         For       For        Management
1.8   Elect Director Jeanne R. Myerson          For       For        Management
1.9   Elect Director Thomas E. Robinson         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

BRINKER INTERNATIONAL, INC.

Ticker:       EAT            Security ID:  109641100
Meeting Date: NOV 1, 2007    Meeting Type: Annual
Record Date:  SEP 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas H. Brooks          For       For        Management
1.2   Elect Director Marvin J. Girouard         For       For        Management
1.3   Elect Director Ronald Kirk                For       For        Management
1.4   Elect Director John W. Mims               For       For        Management
1.5   Elect Director George R. Mrkonic          For       For        Management
1.6   Elect Director Erle Nye                   For       For        Management
1.7   Elect Director James E. Oesterreicher     For       For        Management
1.8   Elect Director Rosendo G. Parra           For       For        Management
1.9   Elect Director Cece Smith                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Feasibility of Improving Animal Against   Against    Shareholder
      Welfare Standards


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

CBL & ASSOCIATES PROPERTIES, INC.

Ticker:       CBL            Security ID:  124830100
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles B. Lebovitz       For       For        Management
1.2   Elect  Director Claude M. Ballard         For       For        Management
1.3   Elect  Director Leo Fields                For       For        Management
1.4   Elect  Director Gary L. Bryenton          For       For        Management
2     Ratify Auditors                           For       For        Management


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

CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Peter N. Larson            For       For        Management
2     Elect Director Roman Martinez IV          For       For        Management
3     Elect Director Carol Cox Wait             For       For        Management
4     Elect Director William D. Zollars         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Eliminate Class of Preferred Stock        For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Reduce Supermajority Vote Requirement     For       For        Management


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

CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gary C. Butler             For       For        Management
2     Elect Director William M. Freeman         For       For        Management
3     Elect Director Susan Lyne                 For       For        Management
4     Elect Director James S. McDonald          For       For        Management
5     Elect Director Marianne Miller Parrs      For       For        Management
6     Elect Director Jeffrey M. Peek            For       For        Management
7     Elect Director Timothy M. Ring            For       For        Management
8     Elect Director John R. Ryan               For       For        Management
9     Elect Director Seymour Sternberg          For       For        Management
10    Elect Director Peter J. Tobin             For       For        Management
11    Elect Director Lois M. Van Deusen         For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management


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

CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Merribel S. Ayres          For       For        Management
1.2   Elect Director Jon E. Barfield            For       For        Management
1.3   Elect Director Richard M. Gabrys          For       For        Management
1.4   Elect Director David W. Joos              For       For        Management
1.5   Elect Director Philip R. Lochner, Jr.     For       For        Management
1.6   Elect Director Michael T. Monahan         For       For        Management
1.7   Elect Director Joseph F. Paquette, Jr.    For       For        Management
1.8   Elect Director Percy A. Pierre            For       For        Management
1.9   Elect Director Kenneth L. Way             For       For        Management
1.10  Elect Director Kenneth Whipple            For       For        Management
1.11  Elect Director John B. Yasinsky           For       For        Management
2     Ratify Auditors                           For       For        Management


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

COMMERCIAL METALS CO.

Ticker:       CMC            Security ID:  201723103
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  NOV 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Guido            For       For        Management
1.2   Elect Director Dorothy G. Owen            For       For        Management
1.3   Elect Director J. David Smith             For       For        Management
1.4   Elect Director Robert R. Womack           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Sexual
      Orientation


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

COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 28, 2007   Meeting Type: Annual
Record Date:  JUL 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis W. Archer          For       For        Management
1.2   Elect  Director Gurminder S. Bedi         For       For        Management
1.3   Elect  Director William O. Grabe          For       For        Management
1.4   Elect  Director William R. Halling        For       For        Management
1.5   Elect  Director Peter Karmanos, Jr.       For       For        Management
1.6   Elect  Director Faye Alexander Nelson     For       For        Management
1.7   Elect  Director Glenda D. Price           For       For        Management
1.8   Elect  Director W. James Prowse           For       For        Management
1.9   Elect  Director G. Scott Romney           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management


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

COOPER COMPANIES, INC., THE

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 18, 2008   Meeting Type: Annual
Record Date:  FEB 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Thomas Bender           For       Withhold   Management
1.2   Elect Director Michael H. Kalkstein       For       Withhold   Management
1.3   Elect Director Jody S. Lindell            For       Withhold   Management
1.4   Elect Director Moses Marx                 For       Withhold   Management
1.5   Elect Director Donald Press               For       Withhold   Management
1.6   Elect Director Steven Rosenberg           For       Withhold   Management
1.7   Elect Director A.E. Rubenstein            For       Withhold   Management
1.8   Elect Director Robert S. Weiss            For       Withhold   Management
1.9   Elect Director Stanley Zinberg            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

COVENTRY HEALTH CARE INC.

Ticker:       CVH            Security ID:  222862104
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel Ackerman              For       For        Management
1.2   Elect Director Lawrence N. Kugelman       For       For        Management
1.3   Elect Director Dale B. Wolf               For       For        Management
2     Ratify Auditors                           For       For        Management


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

DEAN FOODS COMPANY

Ticker:       DF             Security ID:  242370104
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tom C. Davis               For       For        Management
1.2   Elect Director Stephen L. Green           For       For        Management
1.3   Elect Director Joseph S. Hardin, Jr.      For       For        Management
1.4   Elect Director John R. Muse               For       For        Management
2     Ratify Auditors                           For       For        Management


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

EAST WEST BANCORP, INC.

Ticker:       EWBC           Security ID:  27579R104
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dominic Ng                 For       For        Management
1.2   Elect Director Rudolph I. Estrada         For       For        Management
1.3   Elect Director Herman Y. Li               For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


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

EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ned C. Lautenbach          For       For        Management
1.2   Elect Director John R. Miller             For       For        Management
1.3   Elect Director Gregory R. Page            For       For        Management
1.4   Elect Director Victor A. Pelson           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Amend Articles to Authorize the Board of  For       For        Management
      Directors to Make Future Amendments to
      the Amended Regulations
5     Approve Omnibus Stock Plan                For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Approve Executive Incentive Bonus Plan    For       For        Management
8     Ratify Auditors                           For       For        Management


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

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   Against    Shareholder
      Officers' Compensation


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

EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Juan Carlos Braniff        For       For        Management
2     Elect Director James L. Dunlap            For       For        Management
3     Elect Director Douglas L. Foshee          For       For        Management
4     Elect Director Robert W. Goldman          For       For        Management
5     Elect Director Anthony W. Hall, Jr.       For       For        Management
6     Elect Director Thomas R. Hix              For       For        Management
7     Elect Director William H. Joyce           For       For        Management
8     Elect Director Ronald L. Kuehn, Jr.       For       For        Management
9     Elect Director Ferrell P. McClean         For       For        Management
10    Elect Director Steven J. Shapiro          For       For        Management
11    Elect Director J. Michael Talbert         For       For        Management
12    Elect Director Robert F. Vagt             For       For        Management
13    Elect Director John L. Whitmire           For       For        Management
14    Elect Director Joe B. Wyatt               For       For        Management
15    Ratify Auditors                           For       For        Management


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

EMBARQ CORP

Ticker:       EQ             Security ID:  29078E105
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter C. Brown             For       For        Management
1.2   Elect Director Steven A. Davis            For       For        Management
1.3   Elect Director Richard A. Gephardt        For       For        Management
1.4   Elect Director Thomas A. Gerke            For       For        Management
1.5   Elect Director John P. Mullen             For       For        Management
1.6   Elect Director William A. Owens           For       For        Management
1.7   Elect Director Dinesh C. Paliwal          For       For        Management
1.8   Elect Director Stephanie M. Shern         For       For        Management
1.9   Elect Director Laurie A. Siegel           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

EMPLOYERS HOLDINGS INC.

Ticker:       EIG            Security ID:  292218104
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Kolesar          For       For        Management
1.2   Elect Director Douglas D. Dirks           For       For        Management
1.3   Elect Director Richard W. Blakey          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

ENDURANCE SPECIALTY HOLDINGS LTD

Ticker:       ENH            Security ID:  G30397106
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Bolinder               For       For        Management
1.2   Elect  Director B. O'Neill                For       For        Management
1.3   Elect  Director R. Perry                  For       For        Management
1.4   Elect  Director R. Spass                  For       Withhold   Management
1.5   Elect  Director S. Carlsen                For       For        Management
1.6   Elect  Director D. Cash                   For       For        Management
1.7   Elect  Director K. Lestrange              For       For        Management
1.8   Elect  Director A. Barlow                 For       For        Management
1.9   Elect  Director W. Bolinder               For       For        Management
1.10  Elect  Director S. Carlsen                For       For        Management
1.11  Elect  Director D. Izard                  For       For        Management
1.12  Elect  Director K. Lestrange              For       For        Management
1.13  Elect  Director S. Minshall               For       For        Management
1.14  Elect  Director B. O'Neill                For       For        Management
1.15  Elect  Director A. Barlow                 For       For        Management
1.16  Elect  Director W. Bolinder               For       For        Management
1.17  Elect  Director S. Carlsen                For       For        Management
1.18  Elect  Director D. Izard                  For       For        Management
1.19  Elect  Director K. Lestrange              For       For        Management
1.20  Elect  Director S. Minshall               For       For        Management
1.21  Elect  Director B. O'Neill                For       For        Management
2     TO APPOINT ERNST & YOUNG LTD. AS THE      For       For        Management
      COMPANY S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2008 AND TO AUTHORIZE THE
      BOARD OF DIRECTORS, ACTING THROUGH THE
      AUDIT COMMITTEE, TO SET THE FEES FOR
      ERNST & YOUNG LTD.
3     TO ADOPT THE COMPANYS AMENDED AND         For       For        Management
      RESTATED BYE-LAWS
4     TO AMEND THE COMPANYS 2007 EQUITY         For       For        Management
      INCENTIVE PLAN.


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

ENERGEN CORP.

Ticker:       EGN            Security ID:  29265N108
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth W. Dewey          For       For        Management
1.2   Elect  Director James S.M. French         For       For        Management
1.3   Elect  Director James T. Mcmanus, II      For       For        Management
1.4   Elect  Director David W. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management


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

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee John W. Alexander           For       For        Management
1.2   Elect Trustee Charles L. Atwood           For       For        Management
1.3   Elect Trustee Stephen O. Evans            For       For        Management
1.4   Elect Trustee Boone A. Knox               For       For        Management
1.5   Elect Trustee John E. Neal                For       For        Management
1.6   Elect Trustee David J. Neithercut         For       For        Management
1.7   Elect Trustee Desiree G. Rogers           For       For        Management
1.8   Elect Trustee Sheli Z. Rosenberg          For       For        Management
1.9   Elect Trustee Gerald A. Spector           For       For        Management
1.10  Elect Trustee B. Joseph White             For       For        Management
1.11  Elect Trustee Samuel Zell                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 9, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aerin Lauder               For       For        Management
1.2   Elect Director William P. Lauder          For       For        Management
1.3   Elect Director Lynn Forester de           For       For        Management
      Rothschild
1.4   Elect Director Richard D. Parsons         For       Withhold   Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 17, 2008   Meeting Type: Annual
Record Date:  NOV 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark R. Bernstein          For       For        Management
1.2   Elect Director Sharon Allred Decker       For       For        Management
1.3   Elect Director Edward C. Dolby            For       For        Management
1.4   Elect Director Glenn A. Eisenberg         For       For        Management
1.5   Elect Director Howard R. Levine           For       For        Management
1.6   Elect Director George R. Mahoney, Jr.     For       For        Management
1.7   Elect Director James G. Martin            For       For        Management
1.8   Elect Director Harvey Morgan              For       For        Management
1.9   Elect Director Dale C. Pond               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FIDELITY NATIONAL INFORMATION SERVICES INC

Ticker:       FIS            Security ID:  31620M106
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall Haines            For       For        Management
1.2   Elect Director David K. Hunt              For       For        Management
1.3   Elect Director Cary H. Thompson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherry S. Barrat           For       For        Management
1.2   Elect Director Robert M. Beall, II        For       For        Management
1.3   Elect Director J. Hyatt Brown             For       For        Management
1.4   Elect Director James L. Camaren           For       For        Management
1.5   Elect Director J. Brian Ferguson          For       For        Management
1.6   Elect Director Lewis Hay, III             For       For        Management
1.7   Elect Director Toni Jennings              For       For        Management
1.8   Elect Director Oliver D. Kingsley, Jr.    For       For        Management
1.9   Elect Director Rudy E. Schupp             For       For        Management
1.10  Elect Director Michael H. Thaman          For       For        Management
1.11  Elect Director Hansel E. Tookes, II       For       For        Management
1.12  Elect Director Paul R. Tregurtha          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Global Warming                  Against   Against    Shareholder


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

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


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

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


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

GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank J. Borelli           For       For        Management
2     Elect Director Michael D. Fraizer         For       For        Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert ?Bob? Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Saiyid T. Naqvi            For       For        Management
7     Elect Director James A. Parke             For       For        Management
8     Elect Director James S. Riepe             For       For        Management
9     Elect Director Barrett A. Toan            For       For        Management
10    Elect Director Thomas B. Wheeler          For       For        Management
11    Ratify Auditors                           For       For        Management


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

GOODYEAR TIRE & RUBBER CO., THE

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Boland            For       For        Management
1.2   Elect Director James A. Firestone         For       For        Management
1.3   Elect Director Robert J. Keegan           For       For        Management
1.4   Elect Director W. Alan McCollough         For       For        Management
1.5   Elect Director Steven A. Minter           For       For        Management
1.6   Elect Director Denise M. Morrison         For       For        Management
1.7   Elect Director Rodney O'Neal              For       For        Management
1.8   Elect Director Shirley D. Peterson        For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director Thomas H. Weidemeyer       For       For        Management
1.11  Elect Director Michael R. Wessel          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

H.B. FULLER CO.

Ticker:       FUL            Security ID:  359694106
Meeting Date: APR 3, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Michael Losh            For       Withhold   Management
1.2   Elect Director Lee R. Mitau               For       Withhold   Management
1.3   Elect Director R. William Van Sant        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Basil L. Anderson          For       For        Management
1.2   Elect Director Alan R. Batkin             For       For        Management
1.3   Elect Director Frank J. Biondi, Jr.       For       For        Management
1.4   Elect Director Kenneth A. Bronfin         For       For        Management
1.5   Elect Director John M. Connors, Jr.       For       For        Management
1.6   Elect Director Michael W.O. Garrett       For       For        Management
1.7   Elect Director E. Gordon Gee              For       For        Management
1.8   Elect Director Brian Goldner              For       For        Management
1.9   Elect Director Jack M. Greenberg          For       For        Management
1.10  Elect Director Alan G. Hassenfeld         For       For        Management
1.11  Elect Director Edward M. Philip           For       For        Management
1.12  Elect Director Paula Stern                For       For        Management
1.13  Elect Director Alfred J. Verrecchia       For       For        Management
2     Ratify Auditors                           For       For        Management


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edith E. Holiday           For       For        Management
1.2   Elect Director John H. Mullin             For       For        Management
1.3   Elect Director John J. O'Connor           For       For        Management
1.4   Elect Director F. Borden Walker           For       For        Management
1.5   Elect Director Robert N. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


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

HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roberts M. Baylis          For       For        Management
2     Elect Director Terence C. Golden          For       For        Management
3     Elect Director Ann M. Korologos           For       For        Management
4     Elect Director Richard E. Marriott        For       For        Management
5     Elect Director Judith A. McHale           For       For        Management
6     Elect Director John B. Morse Jr           For       For        Management
7     Elect Director W. Edward Walter           For       For        Management
8     Ratify Auditors                           For       For        Management


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David A. Jones, Jr.        For       For        Management
2     Elect Director Frank A. D'Amelio          For       For        Management
3     Elect Director W. Roy Dunbar              For       For        Management
4     Elect Director Kurt J. Hilzinger          For       For        Management
5     Elect Director Michael B. McCallister     For       For        Management
6     Elect Director William J. McDonald        For       For        Management
7     Elect Director James J. O'Brien           For       For        Management
8     Elect Director W. Ann Reynolds            For       For        Management
9     Approve Executive Incentive Bonus Plan    For       For        Management
10    Ratify Auditors                           For       For        Management


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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 4, 2008    Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A.C. Berzin               For       For        Management
1.2   Elect  Director G.D. Forsee               For       For        Management
1.3   Elect  Director P.C. Godsoe               For       For        Management
1.4   Elect  Director H.L. Henkel               For       For        Management
1.5   Elect  Director C.J. Horner               For       For        Management
1.6   Elect  Director H.W. Lichtenberger        For       For        Management
1.7   Elect  Director T.E. Martin               For       For        Management
1.8   Elect  Director P. Nachtigal              For       For        Management
1.9   Elect  Director O.R. Smith                For       For        Management
1.10  Elect  Director R.J. Swift                For       For        Management
1.11  Elect  Director T.L. White                For       For        Management
2     APPROVAL OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS OF THE COMPANY.
3     Ratify Auditors                           For       For        Management
4     SHAREHOLDER PROPOSAL TO REQUIRE A         Against   Against    Shareholder
      SHAREHOLDER VOTE ON AN ADVISORY
      RESOLUTION WITH RESPECT TO EXECUTIVE
      COMPENSATION.


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David B. Bell             For       For        Management
1.2   Elect  Director Dr. Robert W. Conn        For       For        Management
1.3   Elect  Director James V. Diller           For       For        Management
1.4   Elect  Director Gary E. Gist              For       For        Management
1.5   Elect  Director Mercedes Johnson          For       For        Management
1.6   Elect  Director Gregory Lang              For       For        Management
1.7   Elect  Director Jan Peeters               For       For        Management
1.8   Elect  Director Robert N. Pokelwaldt      For       For        Management
1.9   Elect  Director James A. Urry             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

INVITROGEN CORP.

Ticker:       IVGN           Security ID:  46185R100
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Balakrishnan S. Iyer       For       For        Management
1.2   Elect Director Ronald A. Matricaria       For       For        Management
1.3   Elect Director W. Ann Reynolds            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Omnibus Stock Plan                  For       For        Management


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

IPC HOLDINGS LTD

Ticker:       IPCR           Security ID:  G4933P101
Meeting Date: JUN 20, 2008   Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth L. Hammond        For       For        Management
1.2   Elect  Director James P. Bryce            For       For        Management
1.3   Elect  Director Mark R. Bridges           For       For        Management
1.4   Elect  Director Peter S. Christie         For       For        Management
1.5   Elect  Director L. Anthony Joaquin        For       For        Management
1.6   Elect  Director Antony P.D. Lancaster     For       For        Management
2     AUTHORIZATION OF THE BOARD TO FILL BOARD  For       For        Management
      VACANCIES: TO AUTHORIZE THE BOARD OF
      DIRECTORS TO FILL ANY VACANCY IN THEIR
      NUMBER NOT FILLED AT A GENERAL MEETING OR
      ARISING AS A RESULT OF AN INCREASE IN THE
      SIZE OF THE BOARD.
3     Ratify Auditors                           For       For        Management
4     APPROVAL OF THE REVISED PLAN OF           For       For        Management
      REMUNERATION FOR THE BOARD OF DIRECTORS.


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

JACK IN THE BOX INC.

Ticker:       JBX            Security ID:  466367109
Meeting Date: SEP 21, 2007   Meeting Type: Special
Record Date:  AUG 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

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   Against    Shareholder
19    Adopt Purchasing Preference for Suppliers Against   Against    Shareholder
      Using CAK
20    Phase out Sales of Eggs from Battery Cage Against   Against    Shareholder
      Hens
21    Report on Company Product Safety Policies Against   Against    Shareholder
22    Pay For Superior Performance              Against   Against    Shareholder


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 19, 2007   Meeting Type: Annual
Record Date:  MAY 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Harold L. Adams                     For       For        Management
1.2   Elect Raymond A. Mason                    For       For        Management
1.3   Elect Margaret Milner Richardson          For       For        Management
1.4   Elect Kurt L. Schmoke                     For       For        Management
1.5   Elect Robert E. Angelica                  For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

LIBERTY GLOBAL INC.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Fries           For       For        Management
1.2   Elect Director Paul A. Gould              For       For        Management
1.3   Elect Director John C. Malone             For       For        Management
1.4   Elect Director Larry E. Romrell           For       For        Management
2     Ratify Auditors                           For       For        Management


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424207
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann E. Berman              For       For        Management
2     Elect Director Joseph L. Bower            For       For        Management
3     Elect Director Charles M. Diker           For       For        Management
4     Elect Director Paul J. Fribourg           For       For        Management
5     Elect Director Walter L. Harris           For       For        Management
6     Elect Director Philip A. Laskawy          For       For        Management
7     Elect Director Gloria R. Scott            For       For        Management
8     Elect Director Andrew H. Tisch            For       For        Management
9     Elect Director James S. Tisch             For       For        Management
10    Elect Director Jonathan M. Tisch          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide for Cumulative Voting             Against   Against    Shareholder
13    Pay For Superior Performance              Against   Against    Shareholder
14    Adopt Principles for Health Care Reform   Against   Against    Shareholder
15    Amend Tobacco Marketing Strategies        Against   Against    Shareholder


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

LONGS DRUG STORES CORP.

Ticker:       LDG            Security ID:  543162101
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leroy T. Barnes            For       For        Management
1.2   Elect Director Murray H. Dashe            For       For        Management
1.3   Elect Director Evelyn S. Dilsaver         For       For        Management
1.4   Elect Director Donna A. Tanoue            For       For        Management
2     Ratify Auditors                           For       For        Management


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

MACK-CALI REALTY CORP.

Ticker:       CLI            Security ID:  554489104
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  APR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nathan Gantcher            For       For        Management
1.2   Elect Director David S. Mack              For       For        Management
1.3   Elect Director William L. Mack            For       For        Management
1.4   Elect Director Alan G. Philibosian        For       For        Management
2     Ratify Auditors                           For       For        Management


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

MACY'S INC

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen F. Bollenbach      For       For        Management
1.2   Elect Director Deirdre P. Connelly        For       For        Management
1.3   Elect Director Meyer Feldberg             For       For        Management
1.4   Elect Director Sara Levinson              For       For        Management
1.5   Elect Director Terry J. Lundgren          For       For        Management
1.6   Elect Director Joseph Neubauer            For       For        Management
1.7   Elect Director Joseph A. Pichler          For       For        Management
1.8   Elect Director Joyce M. Roche             For       For        Management
1.9   Elect Director Karl M. von der Heyden     For       For        Management
1.10  Elect Director Craig E. Weatherup         For       For        Management
1.11  Elect Director Marna C. Whittington       For       For        Management
2     Ratify Auditors                           For       For        Management


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

MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571834100
Meeting Date: OCT 25, 2007   Meeting Type: Special
Record Date:  SEP 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Spin-Off Agreement                For       For        Management
2     Adjourn Meeting                           For       For        Management


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

MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571837103
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew N. Baur             For       For        Management
1.2   Elect Director Jon F. Chait               For       For        Management
1.3   Elect Director John W. Daniels, Jr.       For       For        Management
1.4   Elect Director Dennis J. Kuester          For       For        Management
1.5   Elect Director David J. Lubar             For       For        Management
1.6   Elect Director John A. Mellowes           For       For        Management
1.7   Elect Director Robert J. O?Toole          For       For        Management
1.8   Elect Director San W. Orr, Jr             For       For        Management
1.9   Elect Director John S. Shiely             For       For        Management
1.10  Elect Director Debra S. Waller            For       For        Management
1.11  Elect Director George E. Wardeberg        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Verne G. Istock            For       For        Management
2     Elect Director David L. Johnston          For       For        Management
3     Elect Director J. Michael Losh            For       For        Management
4     Elect Director Timothy Wadhams            For       For        Management
5     Ratify Auditors                           For       For        Management


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

MAX CAPITAL GROUP LTD

Ticker:       MXGL           Security ID:  G6052F103
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT WILLIS T. KING, JR. TO THE BOARD For       For        Management
      OF DIRECTORS OF MAX CAPITAL GROUP LTD. TO
      SERVE UNTIL THE ANNUAL MEETING OF 2011.
2     TO ELECT JAMES H. MACNAUGHTON TO THE      For       For        Management
      BOARD OF DIRECTORS OF MAX CAPITAL GROUP
      LTD. TO SERVE UNTIL THE ANNUAL MEETING OF
      2011.
3     TO ELECT PETER A. MINTON TO THE BOARD OF  For       For        Management
      DIRECTORS OF MAX CAPITAL GROUP LTD. TO
      SERVE UNTIL THE ANNUAL MEETING OF 2011.
4     TO ELECT STEVEN M. SKALA TO THE BOARD OF  For       For        Management
      DIRECTORS OF MAX CAPITAL GROUP LTD. TO
      SERVE UNTIL THE ANNUAL MEETING OF 2011.
5     TO AUTHORIZE THE ELECTION OF PETER A.     For       For        Management
      MINTON TO THE BOARD OF DIRECTORS OF MAX
      BERMUDA LTD. TO SERVE UNTIL THE ANNUAL
      MEETING OF SHAREHOLDERS IN 2011.
6     Ratify Auditors                           For       For        Management
7     Ratify Auditors                           For       For        Management
8     TO APPROVE THE MAX CAPITAL GROUP LTD.     For       For        Management
      2008 EMPLOYEE STOCK PURCHASE PLANS.
9     TO APPROVE AN AMENDMENT TO MAX CAPITAL    For       For        Management
      GROUP LTD S BYE-LAWS TO PERMIT FOR THE
      HOLDING OF TREASURY SHARES BY MAX CAPITAL
      GROUP LTD.
10    TO APPROVE THE MAX CAPITAL GROUP LTD.     For       For        Management
      2008 STOCK INCENTIVE PLAN.


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 25, 2007   Meeting Type: Annual
Record Date:  MAY 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Hammergren         For       For        Management
2     Elect Director M. Christine Jacobs        For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
6     Ratify Auditors                           For       For        Management


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

MEDICIS PHARMACEUTICAL CORP.

Ticker:       MRX            Security ID:  584690309
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Spencer Davidson           For       For        Management
2     Elect Director Stuart Diamond             For       For        Management
3     Elect Director Peter S. Knight            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


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

MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Cleghorn           For       For        Management
1.2   Elect Director Charles M. Herington       For       For        Management
1.3   Elect Director David P. O'Brien           For       For        Management


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

NEW YORK COMMUNITY BANCORP, INC.

Ticker:       NYB            Security ID:  649445103
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 16, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dominick Ciampa            For       For        Management
1.2   Elect Director William C. Frederick, M.D. For       For        Management
1.3   Elect Director Max L. Kupferberg          For       For        Management
1.4   Elect Director Spiros J. Voutsinas        For       For        Management
1.5   Elect Director Robert Wann                For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda Walker Bynoe         For       For        Management
1.2   Elect Director Nicholas D. Chabraja       For       For        Management
1.3   Elect Director Susan Crown                For       For        Management
1.4   Elect Director Dipak C. Jain              For       For        Management
1.5   Elect Director Arthur L. Kelly            For       For        Management
1.6   Elect Director Robert C. McCormack        For       For        Management
1.7   Elect Director Edward J. Mooney           For       For        Management
1.8   Elect Director William A. Osborn          For       For        Management
1.9   Elect Director John W. Rowe               For       For        Management
1.10  Elect Director Harold B. Smith            For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director Enrique J. Sosa            For       For        Management
1.13  Elect Director Charles A. Tribbett III    For       For        Management
1.14  Elect Director Frederick H. Waddell       For       For        Management
2     Ratify Auditors                           For       For        Management


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

NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence S. Coben          For       For        Management
1.2   Elect Director Paul W. Hobby              For       For        Management
1.3   Elect Director Herbert H. Tate            For       For        Management
1.4   Elect Director Walter R. Young            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

NVR, INC.

Ticker:       NVR            Security ID:  62944T105
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dwight C. Schar            For       For        Management
2     Elect Director Robert C. Butler           For       For        Management
3     Elect Director C. E. Andrews              For       For        Management
4     Ratify Auditors                           For       For        Management


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

OLIN CORP.

Ticker:       OLN            Security ID:  680665205
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard M. Rompala         For       For        Management
1.2   Elect Director Joseph D. Rupp             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PARAMETRIC TECHNOLOGY CORP.

Ticker:       PMTC           Security ID:  699173209
Meeting Date: MAR 5, 2008    Meeting Type: Annual
Record Date:  JAN 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert N. Goldman          For       For        Management
1.2   Elect Director C. Richard Harrison        For       For        Management
2     Ratify Auditors                           For       For        Management


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

PARTNERRE LTD (FRM. PARTNERRE HOLDINGS LTD. )

Ticker:       PRE            Security ID:  G6852T105
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Judith Hanratty           For       For        Management
1.2   Elect  Director Remy Sautter              For       For        Management
1.3   Elect  Director Patrick A. Thiele         For       For        Management
1.4   Elect  Director Jurgen Zech               For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO APPROVE OUR 2005 EMPLOYEE EQUITY PLAN, For       For        Management
      AS AMENDED AND RESTATED.
4     Other Business                            For       Against    Management


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

PEPCO HOLDINGS, INC.

Ticker:       POM            Security ID:  713291102
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jack B. Dunn, IV           For       For        Management
1.2   Elect Director Terence C. Golden          For       For        Management
1.3   Elect Director Frank O. Heintz            For       For        Management
1.4   Elect Director Barbara J. Krumsiek        For       For        Management
1.5   Elect Director George F. MacCormack       For       For        Management
1.6   Elect Director Richard B. McGlynn         For       For        Management
1.7   Elect Director Lawrence C. Nussdorf       For       For        Management
1.8   Elect Director Frank K. Ross              For       For        Management
1.9   Elect Director Pauline A. Schneider       For       For        Management
1.10  Elect Director Lester P. Silverman        For       For        Management
1.11  Elect Director William T. Torgerson       For       For        Management
1.12  Elect Director Dennis R. Wraase           For       For        Management
2     Ratify Auditors                           For       For        Management


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

PEPSI BOTTLING GROUP, INC., THE

Ticker:       PBG            Security ID:  713409100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Linda G. Alvarado          For       For        Management
2     Elect Director Barry H. Beracha           For       For        Management
3     Elect Director John C. Compton            For       For        Management
4     Elect Director Eric J. Foss               For       For        Management
5     Elect Director Ira D. Hall                For       For        Management
6     Elect Director Susan D. Kronick           For       For        Management
7     Elect Director Blythe J. McGarvie         For       For        Management
8     Elect Director John A. Quelch             For       For        Management
9     Elect Director Javier G. Teruel           For       For        Management
10    Elect Director Cynthia M. Trudell         For       For        Management
11    Adopt Plurality Voting for Contested      For       For        Management
      Election of Directors
12    Amend Omnibus Stock Plan                  For       Against    Management
13    Ratify Auditors                           For       For        Management


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David R. Andrews           For       For        Management
2     Elect Director C. Lee Cox                 For       For        Management
3     Elect Director Peter A. Darbee            For       For        Management
4     Elect Director Maryellen C. Herringer     For       For        Management
5     Elect Director Richard A. Meserve         For       For        Management
6     Elect Director Mary S. Metz               For       For        Management
7     Elect Director Barbara L. Rambo           For       For        Management
8     Elect Director Barry Lawson Williams      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Report on CEO Contribution to Operation   Against   Against    Shareholder
      of Company
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
12    Require Independent Lead Director         Against   Against    Shareholder


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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard O. Berndt          For       For        Management
1.2   Elect Director Charles E. Bunch           For       For        Management
1.3   Elect Director Paul W. Chellgren          For       For        Management
1.4   Elect Director  Robert N. Clay            For       For        Management
1.5   Elect Director George A. Davidson, Jr.    For       For        Management
1.6   Elect Director Kay Coles James            For       For        Management
1.7   Elect Director Richard B. Kelson          For       For        Management
1.8   Elect Director Bruce C. Lindsay           For       For        Management
1.9   Elect Director Anthony A. Massaro         For       For        Management
1.10  Elect Director Jane G. Pepper             For       For        Management
1.11  Elect Director James E. Rohr              For       For        Management
1.12  Elect Director Donald J. Shepard          For       For        Management
1.13  Elect Director Lorene K. Steffes          For       For        Management
1.14  Elect Director Dennis F. Strigl           For       For        Management
1.15  Elect Director Stephen G. Thieke          For       For        Management
1.16  Elect Director Thomas J. Usher            For       For        Management
1.17  Elect Director George H. Walls, Jr.       For       For        Management
1.18  Elect Director Helge H. Wehmeier          For       For        Management
2     Ratify Auditors                           For       For        Management


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hugh Grant                 For       For        Management
1.2   Elect Director Michele J. Hooper          For       For        Management
1.3   Elect Director Robert Mehrbian            For       For        Management
2     Ratify Auditors                           For       For        Management


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

PROTECTIVE LIFE CORP.

Ticker:       PL             Security ID:  743674103
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James S.M. French          For       For        Management
1.2   Elect Director Thomas L. Hamby            For       For        Management
1.3   Elect Director John D. Johns              For       For        Management
1.4   Elect Director Vanessa Leonard            For       For        Management
1.5   Elect Director Charles D. Mccrary         For       For        Management
1.6   Elect Director John J. Mcmahon, Jr.       For       For        Management
1.7   Elect Director Malcolm Portera            For       For        Management
1.8   Elect Director C. Dowd Ritter             For       For        Management
1.9   Elect Director William A. Terry           For       For        Management
1.10  Elect Director W. Michael Warren, Jr.     For       For        Management
1.11  Elect Director Vanessa Wilson             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillips S. Baker, Jr.     For       For        Management
1.2   Elect Director L. Richard Flury           For       For        Management
1.3   Elect Director Bruce A. Williamson        For       For        Management
1.4   Elect Director James A. Harmon            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward A. Mueller          For       For        Management
2     Elect Director Linda G. Alvarado          For       For        Management
3     Elect Director Charles L. Biggs           For       For        Management
4     Elect Director K. Dane Brooksher          For       For        Management
5     Elect Director Peter S. Hellman           For       For        Management
6     Elect Director R. David Hoover            For       For        Management
7     Elect Director Patrick J. Martin          For       For        Management
8     Elect Director Caroline Matthews          For       For        Management
9     Elect Director Wayne W. Murdy             For       For        Management
10    Elect Director Jan L. Murley              For       For        Management
11    Elect Director Frank P. Popoff            For       For        Management
12    Elect Director James A. Unruh             For       For        Management
13    Elect Director Anthony Welters            For       For        Management
14    Ratify Auditors                           For       For        Management
15    Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
16    Require Independent Board Chairman        Against   Against    Shareholder


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

RADIOSHACK CORP.

Ticker:       RSH            Security ID:  750438103
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Belatti           For       For        Management
1.2   Elect Director Julian C. Day              For       For        Management
1.3   Elect Director Robert S. Falcone          For       For        Management
1.4   Elect Director Daniel R. Feehan           For       For        Management
1.5   Elect Director Richard J. Hernandez       For       For        Management
1.6   Elect Director H. Eugene Lockhart         For       For        Management
1.7   Elect Director Jack L. Messman            For       For        Management
1.8   Elect Director Thomas G. Plaskett         For       For        Management
1.9   Elect Director Edwina D. Woodbury         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  For       For        Shareholder
      of Directors


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen A. Kaplan          For       Withhold   Management
1.2   Elect Director Jack Tyrrell               For       For        Management
1.3   Elect Director Nestor R. Weigand, Jr.     For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

RENAISSANCERE HOLDINGS LTD.

Ticker:       RNR            Security ID:  G7496G103
Meeting Date: MAY 19, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   DIRECTOR DAVID C. BUSHNELL                For       For        Management
1.2   DIRECTOR JAMES L. GIBBONS                 For       For        Management
1.3   DIRECTOR JEAN D. HAMILTON                 For       For        Management
1.4   DIRECTOR ANTHONY M. SANTOMERO             For       For        Management
2     TO APPOINT THE FIRM OF ERNST & YOUNG,     For       For        Management
      LTD., AN INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM, TO SERVE AS OUR AUDITORS
      FOR THE 2008 FISCAL YEAR UNTIL OUR 2009
      ANNUAL GENERAL MEETING


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

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


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 6, 2008    Meeting Type: Annual
Record Date:  DEC 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce M. Rockwell          For       For        Management
1.2   Elect Director Joseph F. Toot, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

ROYAL CARIBBEAN CRUISES  LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Laura D.S. Laviada        For       For        Management
1.2   Elect  Director Eyal Ofer                 For       For        Management
1.3   Elect  Director William K. Reilly         For       For        Management
1.4   Elect  Director A. Alexander Wilhelmsen   For       For        Management
2     APPROVAL OF ROYAL CARIBBEAN CRUISES LTD.  For       For        Management
      2008 EQUITY PLAN.
3     RATIFICATION OF APPOINTMENT OF            For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
      S INDEPENDENT REGISTERED CERTIFIED PUBLIC
      ACCOUNTING FIRM FOR 2008.
4     THE SHAREHOLDER PROPOSAL SET FORTH IN THE Against   Against    Shareholder
      ACCOMPANYING PROXY STATEMENT.


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

SANDISK CORP.

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eli Harari                 For       For        Management
2     Elect Director Irwin Federman             For       For        Management
3     Elect Director Steven J. Gomo             For       For        Management
4     Elect Director Eddy W. Hartenstein        For       For        Management
5     Elect Director Catherine P. Lego          For       For        Management
6     Elect Director Michael E. Marks           For       For        Management
7     Elect Director James D. Meindl            For       For        Management
8     Ratify Auditors                           For       For        Management
9     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

SCIENTIFIC GAMES CORPORATION

Ticker:       SGMS           Security ID:  80874P109
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Lorne Weil             For       For        Management
1.2   Elect  Director Peter A. Cohen            For       For        Management
1.3   Elect  Director Gerald J. Ford            For       For        Management
1.4   Elect  Director J. Robert Kerrey          For       For        Management
1.5   Elect  Director Ronald O. Perelman        For       For        Management
1.6   Elect  Director Michael J. Regan          For       For        Management
1.7   Elect  Director Barry F. Schwartz         For       For        Management
1.8   Elect  Director Eric M. Turner            For       For        Management
1.9   Elect  Director Joseph R. Wright, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

SHERWIN-WILLIAMS CO., THE

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Arthur F. Anton            For       For        Management
1.2   Elect Director James C. Boland            For       For        Management
1.3   Elect Director Christopher M. Connor      For       For        Management
1.4   Elect Director Daniel E. Evans            For       For        Management
1.5   Elect Director David F. Hodnik            For       For        Management
1.6   Elect Director Susan J. Kropf             For       For        Management
1.7   Elect Director Robert W. Mahoney          For       For        Management
1.8   Elect Director Gary E. McCullough         For       For        Management
1.9   Elect Director A. Malachi Mixon, III      For       For        Management
1.10  Elect Director Curtis E. Moll             For       For        Management
1.11  Elect Director Richard K. Smucker         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

TAUBMAN CENTERS, INC.

Ticker:       TCO            Security ID:  876664103
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Tysoe            For       For        Management
1.2   Elect Director Robert S. Taubman          For       For        Management
1.3   Elect Director Lisa A. Payne              For       For        Management
1.4   Elect Director William U. Parfet          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

TCF FINANCIAL CORP.

Ticker:       TCB            Security ID:  872275102
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rodney P. Burwell          For       For        Management
1.2   Elect Director William A. Cooper          For       For        Management
1.3   Elect Director Thomas A. Cusick           For       For        Management
1.4   Elect Director Peter L. Scherer           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management


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

TD AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  87236Y108
Meeting Date: FEB 20, 2008   Meeting Type: Annual
Record Date:  DEC 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Joe Ricketts            For       For        Management
1.2   Elect Director Dan W. Cook III            For       For        Management
1.3   Elect Director Thomas J. Mullin           For       For        Management
1.4   Elect Director Wilbur J. Prezzano         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

TIMKEN CO. (THE)

Ticker:       TKR            Security ID:  887389104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip R. Cox             For       For        Management
1.2   Elect Director Robert W. Mahoney          For       For        Management
1.3   Elect Director Ward J. Timken, Jr.        For       For        Management
1.4   Elect Director Joseph F. Toot, Jr.        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
4     Declassify the Board of Directors         Against   For        Shareholder


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

TRINITY INDUSTRIES, INC.

Ticker:       TRN            Security ID:  896522109
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Adams              For       For        Management
1.2   Elect Director Rhys J. Best               For       For        Management
1.3   Elect Director David W. Biegler           For       For        Management
1.4   Elect Director Leldon E. Echols           For       For        Management
1.5   Elect Director Ronald J. Gafford          For       For        Management
1.6   Elect Director Ronald W. Haddock          For       For        Management
1.7   Elect Director Jess T. Hay                For       For        Management
1.8   Elect Director Adrian Lajous              For       For        Management
1.9   Elect Director Diana S. Natalicio         For       For        Management
1.10  Elect Director Timothy R. Wallace         For       For        Management
2     Ratify Auditors                           For       For        Management


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

TUPPERWARE BRANDS CORP.

Ticker:       TUP            Security ID:  899896104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Catherine A. Bertini       For       For        Management
2     Elect Director Clifford J. Grum           For       For        Management
3     Elect Director Angel R. Martinez          For       For        Management
4     Elect Director Robert M. Murray           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management


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

UNIONBANCAL CORP.

Ticker:       UB             Security ID:  908906100
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aida M. Alvarez            For       For        Management
1.2   Elect Director David R. Andrews           For       For        Management
1.3   Elect Director Nicholas B. Binkley        For       For        Management
1.4   Elect Director L. Dale Crandall           For       For        Management
1.5   Elect Director Murray H. Dashe            For       For        Management
1.6   Elect Director Richard D. Farman          For       For        Management
1.7   Elect Director Philip B. Flynn            For       For        Management
1.8   Elect Director Christine Garvey           For       For        Management
1.9   Elect Director Michael J. Gillfillan      For       For        Management
1.10  Elect Director Mohan S. Gyani             For       For        Management
1.11  Elect Director Ronald L. Havner, Jr.      For       For        Management
1.12  Elect Director Norimichi Kanari           For       For        Management
1.13  Elect Director Mary S. Metz               For       For        Management
1.14  Elect Director Shigemitsu Miki            For       Withhold   Management
1.15  Elect Director J. Fernando Niebla         For       For        Management
1.16  Elect Director Kyota Omori                For       For        Management
1.17  Elect Director Barbara L. Rambo           For       For        Management
1.18  Elect Director Masaaki Tanaka             For       For        Management
1.19  Elect Director Dean A. Yoost              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

UNITED STATES STEEL CORP.

Ticker:       X              Security ID:  912909108
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Gephardt        For       For        Management
1.2   Elect Director Glenda G. McNeal           For       For        Management
1.3   Elect Director Patricia A. Tracey         For       For        Management
1.4   Elect Director Graham B. Spanier          For       For        Management
2     Ratify Auditors                           For       For        Management


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

W. R. BERKLEY CORP.

Ticker:       WRB            Security ID:  084423102
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rodney A. Hawes, Jr.       For       For        Management
1.2   Elect Director Jack H. Nusbaum            For       For        Management
1.3   Elect Director Mark L. Shapiro            For       For        Management
2     Ratify Auditors                           For       For        Management


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

WASHINGTON POST CO., THE

Ticker:       WPO            Security ID:  939640108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Christopher C. Davis       For       For        Management
1.2   Elect Director John L. Dotson Jr.         For       For        Management
1.3   Elect Director Ronald L. Olson            For       For        Management
2     Other Business                            For       Against    Management


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

WESCO INTERNATIONAL, INC.

Ticker:       WCC            Security ID:  95082P105
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roy W. Haley               For       For        Management
1.2   Elect Director George L. Miles, Jr.       For       For        Management
1.3   Elect Director John K. Morgan             For       For        Management
1.4   Elect Director James L. Singleton         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

WESTERN DIGITAL CORP.

Ticker:       WDC            Security ID:  958102105
Meeting Date: NOV 6, 2007    Meeting Type: Annual
Record Date:  SEP 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Peter D. Behrendt          For       For        Management
2     Elect Director Kathleen A. Cote           For       For        Management
3     Elect Director John F. Coyne              For       For        Management
4     Elect Director Henry T. DeNero            For       For        Management
5     Elect Director William L. Kimsey          For       For        Management
6     Elect Director Michael D. Lambert         For       For        Management
7     Elect Director Mathew E. Massengill       For       For        Management
8     Elect Director Roger H. Moore             For       For        Management
9     Elect Director Thomas E. Pardun           For       For        Management
10    Elect Director Arif Shakeel               For       For        Management
11    Ratify Auditors                           For       For        Management


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

WESTERN UNION CO

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jack M. Greenberg          For       For        Management
2     Elect Director Alan J. Lacy               For       For        Management
3     Elect Director Linda Fayne Levinson       For       For        Management
4     Ratify Auditors                           For       For        Management


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Joseph R. Cleveland        For       For        Management
2     Elect Director Juanita H. Hinshaw         For       For        Management
3     Elect Director Frank T. Macinnis          For       For        Management
4     Elect Director Steven J. Malcolm          For       For        Management
5     Elect Director Janice D. Stoney           For       For        Management
6     Ratify Auditors                           For       For        Management


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

XL CAPITAL LTD.

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert N. Haag           For       For        Management
1.2   Elect  Director Ellen E. Thrower          For       For        Management
1.3   Elect  Director John M. Vereker           For       For        Management
2     TO RATIFY THE APPOINTMENT OF              For       For        Management
      PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW
      YORK TO ACT AS THE INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
      THE FISCAL YEAR ENDING DECEMBER 31, 2008.
3     TO APPROVE THE AMENDMENT AND RESTATEMENT  For       For        Management
      OF THE COMPANY S DIRECTORS STOCK & OPTION
      PLAN.


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

ZENITH NATIONAL INSURANCE CORP.

Ticker:       ZNT            Security ID:  989390109
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Max M. Kampelman          For       For        Management
1.2   Elect  Director Robert J. Miller          For       For        Management
1.3   Elect  Director Leon E. Panetta           For       For        Management
1.4   Elect  Director Catherine B. Reynolds     For       For        Management
1.5   Elect  Director Alan I. Rothenberg        For       For        Management
1.6   Elect  Director William S. Sessions       For       For        Management
1.7   Elect  Director Gerald Tsai, Jr.          For       For        Management
1.8   Elect  Director Michael Wm. Zavis         For       For        Management
1.9   Elect  Director Stanley R. Zax            For       For        Management
2     Amend Restricted Stock Plan               For       For        Management
3     Ratify Auditors                           For       For        Management

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




                                   SIGNATURES

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

Registrant: MFS SERIES TRUST XI

By (Signature and Title)  Robert J. Manning
                          ----------------------------------------------
                          Robert J. Manning, Principal Executive Officer

Date: August 26, 2008