UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-09761
---------
The Potomac Insurance Trust
(Exact name of registrant as specified in charter)
Daniel O'Neill
33 Whitehall Street, 10th Floor
New York, NY 10004
(Address of principal executive offices) (Zip code)
U.S. Bancorp Fund Services, LLC
615 E. Michigan Avenue
Milwaukee, WI 53202
(Name and address of agent for service)
Registrant's telephone number, including area code: 646-572-3390
Date of fiscal year end: December 31, 2005
Date of reporting period: June 30, 2005
ITEM 1. PROXY VOTING RECORD.
[Insert Proxy Votes Here]
POTOMAC EVOLUTION VP MANAGED BOND FUND
(f) Matter (i)
(d) proposed by: (g) Fund cast its vote
(b) Shareholder management (m) whether (h) for management or
(a) Name Ticker (c) CUSIP meeting date (e) Matter voted on shareholders (s) voted Vote: against management
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Nike, Inc. NKE 654106103 09/20/04
1. Directors management (m) yes for for management
2. Ratify auditors management (m) yes for for management
Mentor Corporation MNT 587188103 09/15/04
1. Increase size of management yes for for management
Board to 11
2. Directors management yes for for management
3. Ratify auditors management yes for for management
New Century Financial
Corp. NCEN 64352D101 09/15/04
1. Directors management yes for for management
2. Adopt merger plan management yes for for management
3. Performance incentive management yes for for management
plan
4. Ratify auditors management yes for for management
Biomet, Inc. 090613100 09/18/04
1. directors management yes for for management
2. Ratify auditors management yes for for management
Engineered Support
Systems EASI 292866100 09/15/04
1. Amendment to increase management yes for for management
shares of common stock
2. Incentive performance management yes for for management
plan
3. vote on special management yes for for management
meeting
AAR Corp. 000361105 10/13/04
1. directors management yes for for management
Global Payments Inc. GPN 37940X102 09/21/04
1. directors management yes for for management
2. incentive plan management yes for for management
Tower Automotive TWRAQ 891707101 09/20/04
1. directors management yes for for management
Briggs & Stratton
Corporation BGG 109043109 10/20/04
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Increase shares management yes for for management
outstanding
4. Amend incentive management yes for for management
compensation
C-COR Incorporated CCBL 125010108 10/12/04
1. directors management yes for for management
2. Amend incentive plan management yes for for management
3. Ratify auditors management yes for for management
Sempra Energy SRE 816851109 04/05/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Expense options shareholder yes for against management
4. Annual election of shareholder yes for against management
directors
5. Performance-based shareholder yes for against management
options
6. Shareholders rights shareholder yes against for management
plan
KB Home KBH 48666K109 04/07/05
1. directors management yes for for management
2. Increase shares management yes for for management
outstanding
3. Ratify auditors management yes for for management
Lehman Brothers Holdings LEH 524908100 04/05/05
1. Directors management yes for for management
2. Ratify auditors management yes for for management
3. 2005 Stock Incentive management yes for for management
Plan
4. CEO Compensation shareholder yes against for management
Credence Systems
Corporation CMOS 22530218 03/23/05
1. directors management yes for for management
2. 2005 Stock Incentive management yes against against management
Plan
3. Ratify auditors management yes for for management
M.D.C. Holdings, Inc. MDC 552676108 04/21/05
1. directors management yes for for management
Lennar Corporation LEN 526057104 03/29/05
1. directors management yes for for management
2. Environmental matters shareholder yes against for management
SBC Communications SBC 78387G103 04/29/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Stock purchase and management yes for for management
deferral plan
4. Political shareholder yes against for management
contributions
5. Executive shareholder yes against for management
compensation
6. Performance and shareholder yes against for management
time-based stock
7. Majority voting shareholder yes against for management
The Black & Decker
Corporation BDK 09179100 04/26/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Performance goals management yes for for management
4. Performance goals management yes for for management
5. Executive stock grants shareholder yes against for management
6. Executive compensation shareholder yes against for management
The Sherwin-Williams
Company SHW 824348106 04/20/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
National City
Corporation NCC 635405103 04/26/05
1. directors management yes for for management
2. ratify auditors management yes for for management
Burlington Northern
Santa Fe Corp. BNI 12189T104 04/20/05
1. directors management yes for for management
2. ratify auditors management yes for for management
Avery Dennison
Corporation AVY 053611109 04/28/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Employee stock option management yes for for management
plan
Cognex Corporation CGNX 192422103 04/21/05
1. directors management yes for for management
The New York Times
Company NYT 650111107 04/26/05
1. directors management yes for for management
2. Performance goals and management yes for for management
awards
3. Ratify auditors management yes for for management
Lone Star Technologies,
Inc. LSS 542312103 04/25/05
1. directors management yes for for management
2. ratify auditors management yes for for management
Adobe Systems
Incorporated ADBE 00724F101 04/28/05
1. directors management yes for for management
2. Equity Incentive Plan management yes against against management
3. Director stock option management yes for for management
plan
4. Expensing stock shareholder yes for against management
options
5. Executive retention of shareholder yes against for management
stock
6. Ratify auditors management yes for for management
Merrill Lynch & Co. MER 590188108 04/22/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Director stock plan management yes for for management
4. Cumulative voting shareholder yes against for management
5. Limit CEO compensation shareholder yes against for management
Pfizer, Inc. PFE 717081103 04/28/05
1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Term limits for shareholder yes against for management
directors
4. Report on access to shareholder yes against for management
products
5. Importation of drugs shareholder yes against for management
6. Political shareholder yes against for management
contributions
7. Product availability shareholder yes against for management
in Canada
8. Separation of chairman shareholder yes against for management
& ceo
Schlumberger Limited SLB 806857108 04/13/05
1. directors management yes for for management
2. Approve financials management yes for for management
3. Amend article of management yes for for management
incorporation
4. Approve 2005 option management yes against against management
plan
5. Approve stock purchase management yes for for management
plan
6. Ratify auditors management yes for for management
United States Steel
Corporation X 912909108 04/26/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Stock incentive plan management yes for for management
4. Incentive compensation management yes for for management
plan
International Business
Machines Corp. IBM 459200101 04/26/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Cumulative voting shareholder yes against for management
4. Pension & retirement shareholder yes against for management
medical
5. Executive compensation shareholder yes against for management
6. Expensing stock shareholder yes for against management
options
7. Disclosure of exec shareholder yes against for management
compensation
8. "Offshoring" shareholder yes against for management
The Progressive
Corporation PGR 743315103 04/15/05
1. directors management yes for for management
2. Amend code of management yes for for management
regulations
3. Ratify auditors management yes for for management
Fastenal Company FAST 311900104 04/19/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Dimon Incorporated DMN 254394109 04/01/05
1. directors management yes for for management
2. Merger management yes for for management
3. Name change management yes for for management
4. Increase shares management yes for for management
outstanding
5. Voting requirements management yes for for management
6. Amend articles of management yes for for management
incorporation
7. Other business management yes for for management
Ryan's Restaurant Group,
Inc. RYAN 783520109 04/11/05
1. directors management yes for for management
2. Shareholder rights management yes for for management
agreement
3. Ratify auditors management yes for for management
The Ryland Group, Inc. 783764103 04/20/06
1. directors management yes for for management
2. 2005 equity incentive management yes against against management
plan
3. Increase shares management yes for for management
outstanding
4. Greenhouse gases & shareholder yes against for management
energy
Whole Foods Market, Inc. WFMI 966837106 04/04/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Increase shares management yes for for management
outstanding
4. 1992 stock option plan management yes for for management
5. Labeling genetically shareholder yes against for management
engineered
6. Poison pill shareholder yes against for management
Piper Jaffray Companies PJC 724078100 04/27/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Tellabs. Inc. TLAB 879664100 04/21/05
1. directors management yes for for management
2. Employee stock management yes for for management
purchase plan
3. Ratify auditors management yes for for management
Johnson & Johnson JNJ 4781860104 04/28/05
1. directors management yes for for management
2. 2005 long-term management yes against against management
incentive plan
3. Ratify auditors management yes for for management
Calamos Conv Opps & Inc. CHI 128117108 04/06/05
1. directors management yes for for management
Stryker Corporation SYK 863667101 04/26/05
1. directors management yes for for management
Graco Inc. GGG 384109104 04/22/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Cooper Industries, Ltd. CBE G24182100 04/26/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Code of conduct shareholder yes against for management
Humana Inc. HUM 444859102 04/26/05
1. Directors management yes for for management
Verizon Communications
Inc. VZ 92343V104 05/05/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Cumulative voting shareholder yes against for management
4. Majority vote for shareholder yes against for management
director election
5. Board composition shareholder yes against for management
6. Separate chairman and shareholder yes against for management
CEO
7. Directors' liability shareholder yes against for management
8. Political shareholder yes against for management
contributions
Wells Fargo & Company WFC 949746101 04/26/05
1. Directors management yes for for management
2. Long-term incentive management yes for for management
compensation
3. Ratify auditors management yes for for management
4. Payday lending shareholder yes against for management
5. Executive compensation shareholder yes against for management
6. Performance & shareholder yes against for management
time-based shares
7. CEO compensation shareholder yes against for management
8. Separate chairman and shareholder yes against for management
CEO
Sonic Automotive, Inc. SAH 83545G102 04/21/05
1. directors management yes for for management
2. Director stock plan management yes for for management
3. Ratify auditors management yes for for management
Aetna Inc. AET 00817Y108 04/29/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. 2000 stock incentive management yes for for management
plan
4. 2001 incentive plan management yes for for management
5. Cumulative voting shareholder yes against for management
6. Stock option expensing shareholder yes for against management
KeyCorp. KEY 493267108 05/05/05
1. directors management yes for for management
2. ratify auditors management yes for for management
BellSouth Corporation 079860102 04/25/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Political shareholder yes for for management
contributions
FLIR Systems, Inc. FLIR 302445101 04/20/05
1. directors management yes for for management
2. Increase shares management yes for for management
outstanding
Cleveland-Cliffs Inc. CLF 185896107 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Imation Corp. IMN 45245A107 05/04/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. 2005 Stock Incentive management yes against against management
Plan
Cigna Corporation CI 125509109 04/27/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Long-term incentive management yes against against management
plan
E.I. DuPont de Nemours
and Co. DD 263534109 04/27/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Government service shareholder yes against for management
4. International shareholder yes against for management
workplace standards
5. Executive compensation shareholder yes against for management
6. Animal testing shareholder yes against for management
7. Genetically modified shareholder yes against for management
food
8. Performance based shareholder yes against for management
options
9. PFOA costs shareholder yes against for management
Capital One Financial
Corporation COF 14040H105 04/28/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Majority vote shareholder yes against for management
4. Long term targets for shareholder yes against for management
stock options
O'Reilly Automotive,
Inc. ORLY 686091109 05/03/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. 2003 employee stock management yes for for management
option plan
4. 2003 director stock management yes for for management
option plan
5. Amend articles of management yes for for management
incorporation
Bank of America
Corporation BAC 060505104 04/27/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Political shareholder yes against for management
contributions
4. Nomination of shareholder yes against for management
directors
BB&T Corporation BBT 054937107 04/26/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
ChevronTexaco
Corporation CVX 166764100 04/27/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Directors compensation shareholder yes against for management
4. Executive severance shareholder yes for against management
5. Stock option expensing shareholder yes for against management
6. Animal testing shareholder yes against for management
7. Drilling in sensitive shareholder yes against for management
areas
8. Report on Ecuador shareholder yes against for management
McGraw-Hill Companies,
Inc. MHP 580645109 04/27/05
1. directors management yes for for management
2. Short-term incentive management yes for for management
plan
3. Increase shares management yes for for management
outstanding
4. Ratify auditors management yes for for management
5. "Poison pills" shareholder yes against for management
NVR, Inc. NVR 62944T105 05/04/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Stock option plan management yes for for management
Chesapeake Corporation CSK 165159104 04/27/05
1. Directors management yes for for management
2. 2005 incentive plan management yes against against management
Gardner Denver, Inc. GDI 365558105 05/03/05
1. directors management yes for for management
2. Executive bonus plan management yes against against management
Tollgrade
Communications, Inc. TLGD 889542106 05/05/05
1. Directors management yes for for management
2. ratify auditors management yes for for management
Investment Technology
Group ITG 46145F105 05/10/05
1. Directors management yes for for management
2. ratify auditors management yes for for management
Valero Energy
Corporation VLO 91913Y100 04/28/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Stock option plan management yes against against management
Bristol-Myers Squibb
Company BMY 110122108 05/03/05
1. directors management yes for for management
2. ratify auditors management yes for for management
3. Restated certificate management yes for for management
of incorporation
4. Political shareholder yes against for management
contributions
5. HIV/AIDS-TB- Malaria shareholder yes against for management
6. Animal testing shareholder yes against for management
7. Separate chairman & shareholder yes against for management
CEO
8. Restatement situations shareholder yes against for management
9. Restricted stock shareholder yes against for management
10. Director vote shareholder yes against for management
threshold
Goodyear Tire & Rubber
Company GT 382550101 04/26/05
1. directors management yes for for management
2. Electronic management yes for for management
notification
3. Annual election of management yes for n/a
directors
4. 2005 performance plan management yes against against management
5. Ratify auditors management yes for for management
6. Executive compensation shareholder yes against against management
Expeditors Int'l of
Washington, Inc. EXPD 302130109 05/04/05
1. directors management yes for for management
2. 2005 Stock Plan management yes for for management
3. Proposal re auditors shareholder yes against for management
Tupperware Corporation TUP 899896104 05/11/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Director stock plan management yes for for management
Stancorp Financial
Group, Inc. SFG 852891100 05/09/05
1. Directors management yes for for management
2. Ratify auditors management yes for for management
AnnTaylor Stores
Corporation 036115103 04/28/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Brown & Brown, Inc. BRO 115236101 04/21/05
1. directors management yes for for management
2. Stock performance plan management yes for for management
Technitrol, Inc. TNL 878555101 05/18/05
1. directors management yes for for management
2. Director stock plan management yes for for management
L-3 Communications
Holdings, Inc. LLL 502424104 04/26/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Steel Dynamics, Inc. STLD 858119100 05/19/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Pulte Homes, Inc. PHM 745867101 05/12/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Increase shares management yes for for management
outstanding
4. Performance goals management yes for for management
5. Majority election of shareholder yes against for management
directors
Bausch & Lomb
Incorporated BOL 071708103 04/26/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Annual election of management yes for for management
directors
4. Majority vote for management yes for for management
director election
5. Board of directors management yes for for management
vacancies
6. Removal of director by management yes for for management
majority vote
7. Supermajority vote management yes for for management
Kerr-McGee Corporation KMG 492386107 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Long-term incentive management yes against against management
plan
4. Increase shares management yes for for management
outstanding
5. Establish office of shareholder yes against for management
Board of Dir.
Aquila, Inc. ILA 03840P102 05/04/05
1. directors management yes for for management
J2 Global Communications 46626E205 05/04/05
1. directors management yes for for management
2. Any other business management yes for for management
Power-One, Inc. PWER 739308104 05/03/05
1. directors management yes for for management
2. Annual election of management yes for for management
directors
3. Ratify auditors management yes for for management
Rayonier Inc. RYN 754907103 05/19/05
1. directors management yes for for management
Marsh & McLennan
Companies, Inc. MMC 571748102 05/19/05
1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Equity incentive plan management yes against against management
4. CEO compensation shareholder yes against for management
5. Stock option policy shareholder yes against for management
6. Director election shareholder yes against for management
Liz Claiborne Inc. LIZ 539320101 05/19/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Long-term performance management yes against against management
plan
4. Stock incentive plan management yes against against management
Swift Energy Compnay SFY 870738101 05/10/05
1. Directors management yes for for management
2. Stock compensation management yes for for management
plan
3. Ratify auditors management yes for for management
Fairchild Semiconductor
Intl., Inc. FCS 303726103 05/04/05
1. Directors management yes for for management
2. Stock plan management yes against against management
3. Ratify auditors management yes for for management
The Brink's Company BCO 109696104 05/06/05
1. Directors management yes for for management
2. ratify auditors management yes for for management
3. Performance goals management yes against against management
4. Equity incentive plan management yes against against management
Mohawk Industries, Inc. MHK 608190104 05/18/05
1. directors management yes for for management
Ansys, Inc. ANSS 03662Q105 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Theragenics Corporation TGX 883375107 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Guitar Center, Inc. GTRC 402040109 05/05/05
1. directors management yes for for management
2. Increase shares in management yes for for management
stock awards
3. Increase cash awards management yes against against management
limits
4. Ratify auditors management yes for for management
CDW Corporation CDWC 12512N105 05/11/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Performance goals management yes for for management
CSX Corporation CSX 126408103 05/04/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Executive compensation shareholder yes against for management
4. Majority vote for shareholder yes against for management
director election
Standard Pacific Corp. SPF 85375C101 05/10/05
1. Directors management yes for for management
2. Stock incentive plan management yes for for management
Ford Motor Company F 345370860 05/12/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Disclosure of exec. shareholder yes against for management
Compensation
4. CAFE Lobbying report shareholder yes against for management
5. Compensation limits shareholder yes against for management
6. Exec. comp.& shareholder yes against for management
greenhouses gases
7. Stock classes shareholder yes against for management
8. Conflict of interest shareholder yes against for management
committee
Nucor Corporation NUE 670346105 05/12/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Increase shares management yes for for management
outstanding
4. Stock Option Plan management yes for for management
Rayovac Corporation ROV 755081106 04/27/05
1. directors management yes for for management
2. Change company name management yes for for management
3. Ratify auditors management yes for for management
SCP Pool Corporation POOL 784028102 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Sierra Pacific Resources SRP 826428104 05/02/05
1. directors management yes for for management
2. Poision pill shareholder yes against for management
Webex Communications,
Inc. WEBX 94767L109 05/11/05
1. Directors management yes for for management
2. Ratify auditors management yes for for management
RadioShack Corporation RSH 750438103 05/19/05
1. directors management yes for for management
Building Materials
Holding Corporation BMHC 120113105 05/03/05
1. directors management yes for for management
2. Amend certificate of management yes for for management
incorporation
3. Ratify auditors management yes for for management
Cincinnati Bell Inc. CBB 171871106 04/29/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Performance goals management yes for for management
4. Performance goals management yes for for management
EMC Corporation EMC 268648102 05/05/05
1. directors management yes for for management
2. Increase shares in management yes for for management
stock awards
3. Ratify auditors management yes for for management
4. Performance based shareholder yes against for management
stock options
5. Audit committee shareholder yes against for management
Sunrise Senior Living,
Inc. SRZ 86768K106 05/11/05
1. directors management yes for for management
2. Increase shares in management yes for for management
stock purchase
Adtran, Inc. ADTN 00738A106 05/18/05
1. directors management yes for for management
2. Ratify Auditors management yes for for management
3. Directors stock plan management yes for for management
Sequa Corporation SQA/A 817320104 05/05/05
1. directors management yes for for management
2. Executive bonus plan management yes against against management
3. Ratify auditors management yes for for management
Unumprovident
Corporation UNM 91529Y106 05/12/05
1. directors management yes for for management
2. Amend stock plan management yes against against management
3. Ratify auditors management yes for for management
4. Majority vote for shareholder yes against for management
director election
5. Establish office of shareholder yes against for management
Board of Dir.
Wellpoint, Inc. WLP 94973V107 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Performance based shareholder yes for against management
compensation
The Hartford Financial
Svcs Group, Inc. HIG 416515104 05/18/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. 2005 incentive plan management yes for for management
4. Executive performance management yes for for management
goals
Applebee's
International, Inc. APPB 037899101 05/12/05
1. Directors management yes for for management
2. Equity Incentive Plan management yes for for management
3. Employee stock management yes for for management
purchase plan
4. Ratify auditors management yes for for management
5. Chicken suppliers shareholder yes against for management
Cross Country
Healthcare, Inc. CCRN 227483104 05/11/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Target Corporation 87612E106 05/18/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
McDonald's Corporation MCD 580135101 05/11/05
1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Genetic engineering of shareholder yes against for management
food
Longs Drug Stores
Corporation LDG 543162101 05/24/05
1. directors management yes for for management
2. Long-term incentive management yes for for management
compensation
3. Ratify auditors management yes for for management
4. Annual election of shareholder yes against for management
directors
Lincoln National
Corporation LNC 534187109 05/12/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Incentive compensation management yes for for management
plan
O'Charley's Inc. CHUX 670823103 05/12/05
1. Directors management yes for for management
2. Amend ownship plan management yes for for management
Equity Office Properties
Trust EOP 294741103 05/24/05
1. Directors management yes for for management
2. Ratify auditors management yes for for management
Cummins Inc. CMI 231021106 05/10/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
3. Business practices in shareholder yes for for management
China
Coventry Health Care,
Inc. CVH 222862104 05/19/05
1. directors management yes for
2. Ratify Auditors management yes for
Williams-Sonoma, Inc. WSM 969904101 05/18/05
1. directors management yes for for management
2. Amend incentive bonus management yes for for management
plan
3. Ratify auditors management yes for for management
Allmerica Financial
Corporation AFC 019754100 05/17/05
1. directors management yes for for management
2. Ratify auditors management yes for for management
Captaris, Inc. CAPA 14071N104 05/12/05
1. Directors management yes for for management
2. Ratify auditors management yes for for management
Haverty Furniture
Companies, Inc. HVT 419596101 05/16/05
1. directors management yes for for management
Cabot Microelectronics
Corp. CCMP 12709P103 03/08/05
1. Directors management (m) yes for for management
2. Ratify auditors management (m) yes for for management
The Toro Company TTC 891092108 03/15/05
1. Directors management (m) yes for for management
2. Increase shares management (m) yes for for management
outstanding
3. Increase the size of management (m) yes for for management
the Board
4. Amend 2005 Annual management (m) yes for for management
Management Incentive Plan
5. Amend 2005 Stock Plan management (m) yes for for management
6. Ratify auditors management (m) yes for for management
7. Other business management (m) yes for for management
Napster, Inc. NAPS 630797108 02/10/05 1. Directors management (m) yes for for management
2. Ratify Independent management (m) yes for for management
Auditors
Headwaters Inc. HDWR 42210P102 03/01/05
1. Directors management (m) yes for for management
2. Ratify auditors management (m) yes for for management
3. Increase shares management (m) yes for for management
outstanding
4. Short-term incentive management (m) yes for for management
plan
5. Long-term incentive management (m) yes for for management
plan
Harrah's Entertainment,
Inc. HET 413619107 03/11/05
1. Merger Plan management (m) yes for for management
3. Increase shares management (m) yes for for management
outstanding
Engineered Support Systems, Inc. EASI 292866100 03/01/05
1. Directors management (m) yes for for management
5. Amend 2005 management (m) yes for for management
Stock Plan
WM. Wrigley Jr. Co. WWY 982526105 03/08/05
1. Directors management (m) yes for for management
2. Increase shares management (m) yes for for management
outstanding
3. Ratify auditors management (m) yes for for management
4. Shareholder shareholders (s) yes against for management
Proposal
Clarcor Inc. CLC 179895107 03/21/05
1. Directors management (m) yes for for management
2. Ammendment to the management (m) yes for for management
company's
certificate of
incorporation
The Cooper Companies, Inc. COO 216648402 03/22/05
1. Directors management (m) yes for for management
2. Ratify auditors management (m) yes for for management
3. Increase shares management (m) yes for for management
outstanding
Toll Brothers, Inc. TOL 889478103 03/17/05
1. Directors management (m) yes for for management
2. Ammendment to the management (m) yes for for management
company's
certificate of
incorporation
3. Ammendment to management (m) yes for for management
Cash Bonus Plan
4. Ammendment to management (m) yes for for management
the Executive
Officer's Cash
Bonus Plan
5. Ratify auditors management (m) yes for for management
6. Shareholder shareholders (s) yes against for management
Proposal
Shuffle Master, Inc. SHFL 825549108 03/15/05
1. Directors management (m) yes for for management
Quicksilver, Inc. ZQK 74838C106 03/24/05
1. Directors management (m) yes for for management
2. Ammendment to management (m) yes for for management
the company's
stock incentive plan
3. Ammendment to the management (m) yes for for management
company's annual
incentive plan
4. Ammendment to management (m) yes for for management
the company's
certificate of
incorporation
JB Hunt JBHT 445658107 04/21/05 1. Directors management yes for for management
3. Increase shares management yes for for management
outstanding
3. Management management yes for for management
Incentive Plan
MBNA Corporation KRB 55262L100 05/02/05
1. Directors management (m) yes for for management
2. Ratify auditors management (m) yes for for management
3. Stockholder shareholder yes for against management
Proposal
3. Stockholder shareholder yes against for management
Proposal
UNISource UNS 909205106 05/06/05 1. Directors management (m) yes for for management
Altria Group Inc. MO 02209S103 04/28/05 1. Directors management (m) yes For for management
2. Incentive Plan management (m) yes For for management
3. Director Comp management (m) yes For for management
4. Ratify Auditors management (m) yes For for management
5. Animal Testing stockholder yes For against management
6. Warn Pregnant stockholder yes For against management
Women
7. Promotion stockholder yes For against management
8. Fire Safe stockholder yes For against management
Promotion
CEC Entertainment Inc. CEC 125137109 05/19/05 1. Directors management yes for for management
2. Ratify
Auditors management yes for for management
3. Nirector management yes for for management
Compensation
Exxon Mobil Corporation XOM 30231G102 05/25/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Political shareholder yes against for management
Contributions
4. Board shareholder yes against for management
Compensation
5. Industry shareholder yes against for management
Experience
6. ACEH Security shareholder yes against for management
Report
7. Amendment of shareholder yes against for management
EEO Policy
8. Biodiversity shareholder yes against for management
Impact Report
9. Climate Science shareholder yes against for management
Report
10. Kyoto shareholder yes against for management
Compliance Report
Digital Insight Corp. DGIN 25385P106 05/23/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Heidrick & Struggles HSII 422819102 05/17/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Home Depot Inc. HD 437076102 05/26/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Amendment to management yes for for management
Cert of Incorporation
4. Omnibus incentive management yes for for management
plan
5. Employee shareholder yes for against management
diversity disclosure
6. Voting methods shareholder yes against for management
7. Nondeductible shareholder yes against for management
Compensation shareholder yes for against management
8. Future
severence agreements
9. Performance and shareholder yes against for management
time based shares
10. Performance shareholder yes against for management
based options
11. Political shareholder yes against for management
nonpartisanship
First American Corporation FAF 318522307 05/18/05 1. Directors management yes for for management
Meritage Homes Corp. MTH 59001A102 05/11/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Airtran Holdings Inc. AAI 00949P108 05/17/05 1. Directors management yes for for management
2. Amend Co.'s long management yes for for management
term inentive plan
LCA Vision Inc. LCAV 501803308 05/16/05 1. Directors management yes for for management
2. Amend Co.'s management yes for for management
long term inentive
plan
Patina Oil and Gas Corporation POG 703224105 05/11/05 1. Directors management yes for for management
Unocal Corporation UCL 915289102 05/23/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Chairman be an shareholder yes for against management
Independent director
WR Berkley Corporation BER 084423102 05/10/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Arqule Inc. ARQL 04269E107 05/18/05 1. Directors management yes for for management
2. Restate 1994 ESOP management yes for for management
3. Restate 1996 management yes for for management
Director ESOP
4. Restate 1996 ESOP management yes for for management
5. Ratify Auditors management yes for for management
Reliance Steel & Aluminum Co. RS 759509102 05/18/05 1. Directors management yes for for management
2. Amend directors management yes for for management
stock option plan
3. Ratify auditors management yes for for management
4. Board voting management no n/a abstain
discretion
Black Hills Corporation BKH 092113109 05/25/05 1. Directors management yes for for management
2. 2005 Omnibus management yes for for management
incentive plan
3. Ratify Auditors management yes for for management
Delta Air Lines Inc. DAL 247361108 05/19/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Amend cert of management yes for for management
corporation
4. Amend EOE policy shareholder yes against for management
5. Executive stockholder yes For against management
benefit & comp
increas
6. Executive stockholder yes For against management
cmpensation
structure
7. Former Executive stockholder yes For against management
compensation
8. Cumulative shareholder yes against for management
Voting
9. Director shareholder yes against for management
election threshold
Pacificare Health Systems PHS 695112102 05/19/05 1. Directors management yes for for management
2. 2005 equity management yes for for management
incentive plan
Cerner Corporation CERN 156782104 05/27/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
CH Robinson Worldwide Inc. CHRW 12541W100 05/19/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. 2005 Management management yes for for management
Bonus Plan
4. Amend 1997 management yes for for management
Omnibus Plan
Callaway Golf Company ELY 131193104 05/24/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Lowe's Companies LOW 548661107 05/27/05 1. Director management yes for for management
2. Directors stock management yes for for management
option plan
3. Ratify Auditors management yes for for management
American Financial AFG 025932104 05/19/05 1. Director management yes for for management
2. Amend stock management yes for for management
incentive plan
3. Ratify Auditors management yes for for management
Phelps Dodge Corp. PD 717265102 05/27/05 1. Directors management yes for for management
2. 2006 Executive management yes for for management
performance incentive
3. Amend cert of management yes for for management
incorp to increase so
4. Ratify auditors management yes for for management
Timberland Co. TSBK 887100105 05/19/05 1. Directors management yes for for management
Devon Energy Corp. DVN 25179M103 06/08/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. 2005 long term management yes for for management
incentive plan
4. Revised voting stockholder yes For against management
standards
Natures Sunshine Products NATR 639027101 05/27/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Curative Health Services CURE 23126W100 06/01/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Stein Mart Inc. SMRT 858375108 06/07/05 1. Directors management yes for for management
2. Approval of management yes for for management
mgmt incentive plan
Sierra Health Services SIE 826322109 05/24/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
UICI UCI 902737105 05/18/05 1. Directors management yes for for management
2. Approval of 2005 management yes for for management
restricted stock plan
3. Ratify auditors management yes for for management
Cheesecake Factory CAKE 163072101 05/24/05 1. Directors management yes for for management
2. Approval of perf management yes for for management
incentive goals
3. Amend cert of management yes for for management
Inc to increase SO
General Motors GM 370442105 06/07/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Awarding, shareholder yes against for management
Repricing &
Eliminating Stk Options
4. Adopt cumulative shareholder yes against for management
voting
5. Greenhouse gas shareholder yes for against management
emissions
6. Golden Parachutes shareholder yes for against management
7. Simple majority shareholder yes against for management
voting
Arbitron Inc. ARB 03875Q108 05/24/05 1. Directors management yes for for management
Wal-Mart Stores Inc. WMT 931142103 06/03/05 1. Directors management yes for for management
2. Approval of management yes for for management
stock incentive
plan
3. Ratify auditors management yes for for management
4. Executive shareholder yes for against management
compensation
framework
5. Sustainability shareholder yes against for management
report
6. Equity shareholder yes against for management
compensation report
7. Political shareholder yes against for management
contribution report
8. Equal shareholder yes for against management
opportunity report
9. Director shareholder yes against for management
election majority
vote standard
10. Board shareholder yes for against management
independence
11. Perfirmance shareholder yes for against management
vesting of shares
On Assignment Inc. ASGN 682159108 06/09/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Insurance Auto Auctions IAAI 457875102 05/25/05 1. To Approve management yes for for management
merger w/Axle Holding
2. Permission to management yes for for management
adjourn to solicit
proxies
Websense Inc. WBSN 947684106 06/07/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
Energy East Corporation EAS 29266M109 06/09/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
The TJX Companies Inc. TJX 872540109 06/07/05 1. Directors management yes for for management
2. Ratify auditors management yes for for management
3. Amend management yes for for management
certificate of
incorporation
4. Code of conduct shareholder yes for against management
and independent
monitoring
5. Vendor shareholder yes against for management
compliance program
6. Majority vote shareholder yes against for management
for directors
Overseas Shipholding Group Inc. OSG 690368105 06/07/05 1. Directors management yes for for management
2. Ratify auditors management yes for for management
Sybase Inc. SY 871130100 05/26/05 1. Directors management yes for for management
2. Restate 2003 management yes for for management
SOP to increase reserve
3. Increase share management yes for for management
reserve
4. Approve management yes for for management
leadership
incentive plan
5. Ratify Auditors management yes for for management
Pacific Sunwear of California Inc. PSUN 694873100 05/18/05 1. Directors management yes for for management
2. Approval of management yes for for management
performance incent
plan
3. Ratify Auditors management yes for for management
Findwhat.com FWHT 317794105 06/17/05 1. Directors management yes for for management
Cognizant Technology Solutions Corp. CTSH 192446102 06/14/05 1. Directors management yes for for management
2. Amend 1999 management yes for for management
incentive plan
3. Ratify auditors management yes for for management
Movie Gallery Inc. MOVI 624581104 06/09/05 1. Directors management yes for for management
2. Amend 2003 stock management yes for for management
plan reserve
3. Ratify auditors management yes for for management
Landry's Restaurants Inc. LNY 51508L103 06/02/05 1. Directors management yes for for management
Siebel Systems Inc. SEBL 826170102 06/08/05 1. Directors management yes for for management
2. Ratify auditors management yes for for management
Cimarex Energy Co. XEC 171798101 06/06/05 1. Directors management yes for for management
2. Amend cert of management yes for for management
incorporation / SO
3. Amend cert of management yes for for management
incorporation /
# of the directors
4. Increase shares management yes for for management
for stock incentive
plan
5. Ratify Auditors management yes for for management
Michaels Stores Inc. MIK 594087108 06/16/05 1. Directors management yes for for management
2. Ratify Auditors management yes for for management
3. Approval of management yes for for management
incentive plan
Aeropostale Inc. ARO 007865108 06/15/05 1. Directors management yes for for management
2. Ratify auditors management yes for for management
Pier 1 Imports Inc. PIR 720279108 06/30/05 1. Directors management yes for for management
Autodesk Inc. ADSK 052769106 06/23/05 1. Directors management yes for for management
2. Approval of 2005 management yes for for management
ESOP
3. Increase shares management yes for for management
outstanding
4. Approval of ESOP management yes for for management
5. Ratify auditors management yes for for management
Nabors Industries Ltd. NBR G6359F103 06/07/05 1. Directors management yes for for management
2. Ratify auditors management yes for for management
3. Amend corporate management yes for for management
bye-laws
4. Amendment to management yes for for management
2003 directors
plan
5. Portion of shareholder yes for against management
grants perf based
Lone Star Steakhouse & Saloon STAR 542307103 06/21/05 1. Directors management yes for for management
2. Ratify auditors management yes for for management
Symantec Corporation SYMC 871503108 06/24/05 1. Approve merger management yes for for management
2. Amend cert of management yes for for management
incorporation
3. Solicit management yes for for management
additional proxies
EVOLUTION VP MANAGED BOND FUND
NO PROXY VOTING RECORDS
DYNAMIC VP HY BOND FUND
NO PROXY VOTING RECORDS
VP MONEY MARKET FUND
NO PROXY VOTING RECORDS
VP OTC PLUS FUND
NO PROXY VOTING RECORDS
VP DOW 30 PLUS FUND
NO PROXY VOTING RECORDS
VP SMALL CAP PLUS FUND
NO PROXY VOTING RECORDS
VP U.S. PLUS FUND
NO PROXY VOTING RECORDS
VP U.S./SHORT FUND
NO PROXY VOTING RECORDS
VP OTC/SHORT FUND
NO PROXY VOTING RECORDS
VP SMALL CAP/SHORT FUND
NO PROXY VOTING RECORDS
VP DOW 30/SHORT FUND
NO PROXY VOTING RECORDS
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) The Potomac Funds
----------------------------------------------------
By (Signature and Title)* /s/ Timothy P. Hagan
----------------------------------------
Timothy P. Hagan
Chief Financial Officer
Date August 5, 2005
--------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.