UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21682 BB&T Variable Insurance Funds ------------------------------------------------------------ (Exact name of registrant as specified in charter) 434 Fayetteville Street Mall, 5th Floor Raleigh, NC 27601-0575 ------------------------------------------------------ (Address of principal executive offices) (Zip code) Keith F. Karlawish BB&T Variable Insurance Funds 434 Fayetteville Street Mall, 5th Floor Raleigh, NC 27601-0575 -------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800 228-1872 Date of fiscal year end: December 31 Date of reporting period: July 1, 2006 -- June 30, 2007 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2006 TO JUNE 30, 2007 ======================= BB&T CAPITAL MANAGER EQUITY VIF ======================== This Fund received no proxies for the reporting period. ========================== BB&T LARGE CAP GROWTH VIF =========================== On February 12, 2007, the BB&T Large Cap VIF, another existing series within BB&T Variable Insurance Funds, acquired all of the assets and assumed all of the liabilities of the BB&T Large Cap Growth VIF. Proxy voting records for the BB&T Large Cap VIF are contained within this filing. AGILENT TECHNOLOGIES INC. Ticker: A Security ID: 00846U101 Meeting Date: FEB 27, 2007 Meeting Type: Annual Record Date: JAN 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul N. Clark For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Robert L. Joss For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: JAN 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Ratify Auditor For For Management - -------------------------------------------------------------------------------- ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: NOV 2, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G.A. Andreas For For Management 1.2 Elect Director A.L. Boeckmann For For Management 1.3 Elect Director M.H. Carter For Withhold Management 1.4 Elect Director R.S. Joslin For For Management 1.5 Elect Director A. Maciel For For Management 1.6 Elect Director P.J. Moore For For Management 1.7 Elect Director M.B. Mulroney For For Management 1.8 Elect Director T.F. O'Neill For For Management 1.9 Elect Director O.G. Webb For Withhold Management 1.10 Elect Director K.R. Westbrook For For Management 1.11 Elect Director P.A. Woertz For For Management 2 Report on Genetically Modified Organisms Against Against Shareholder (GMO) 3 Adopt ILO Standards Against For Shareholder - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: JUN 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2006 Meeting Type: Annual Record Date: SEP 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Michael D. Capellas For For Management 1.4 Elect Director Larry R. Carter For For Management 1.5 Elect Director John T. Chambers For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Richard M. Kovacevich For For Management 1.8 Elect Director Roderick C. McGeary For For Management 1.9 Elect Director Steven M. West For For Management 1.10 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 4 Report on Pay Disparity Against Against Shareholder 5 Report on Internet Fragmentation Against For Shareholder - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 2, 2006 Meeting Type: Annual Record Date: SEP 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 1.8 Elect Director Jide Zeitlin For For Management - -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 25, 2006 Meeting Type: Annual Record Date: JUL 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director August A. Busch, IV For For Management 1.3 Elect Director John A. Edwardson For For Management 1.4 Elect Director Judith L. Estrin For For Management 1.5 Elect Director J. Kenneth Glass For For Management 1.6 Elect Director Philip Greer For For Management 1.7 Elect Director J.R. Hyde, III For For Management 1.8 Elect Director Shirley A. Jackson For For Management 1.9 Elect Director Steven R. Loranger For For Management 1.10 Elect Director Charles T. Manatt For For Management 1.11 Elect Director Frederick W. Smith For For Management 1.12 Elect Director Joshua I. Smith For For Management 1.13 Elect Director Paul S. Walsh For For Management 1.14 Elect Director Peter S. Willmott For For Management 2 Reduce Supermajority Vote Requirement For For Management 3 Ratify Auditors For For Management 4 Report on Environmental Policy Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. Ticker: FSH Security ID: 338032204 Meeting Date: AUG 30, 2006 Meeting Type: Special Record Date: JUL 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- FOMENTO ECONOMICO MEXICANO S.A. (FEMSA) Ticker: FMX Security ID: 344419106 Meeting Date: DEC 7, 2006 Meeting Type: Special Record Date: NOV 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO AMEND THE BY-LAWS OF THE COMPANY TO For For Management INCLUDE THE FORMATION OF COMMITTEES, AND OTHER ADJUSTS TO COMPLY WITH THE PROVISIONS OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). 2 APPOINTMENT OF DELEGATES TO EXECUTE AND For For Management FORMALIZE THE RESOLUTIONS ADOPTED DURING THE MEETING. 3 MINUTES OF THE SHAREHOLDERS MEETING. For For Management 4 ELECTION AND/OR RATIFICATION OF MEMBERS For For Management OF THE BOARD OF DIRECTORS AND SECRETARY AND THEIR ALTERNATES; QUALIFICATION OF THEIR INDEPENDENCE IN ACCORDANCE TO THE MEXICAN SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION. 5 PROPOSAL TO FORM COMMITTEES OF THE BOARD For For Management OF DIRECTORS, INCLUDING THE AUDIT AND CORPORATE PRACTICES COMMITTEES, APPOINTMENT OF THE CHAIRMAN FOR SUCH COMMITTEES, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION. 6 APPOINTMENT OF DELEGATES TO EXECUTE AND For For Management FORMALIZE THE RESOLUTIONS ADOPTED DURING THE MEETING. 7 MINUTES OF THE SHAREHOLDERS MEETING. For For Management - -------------------------------------------------------------------------------- FPL GROUP, INC. Ticker: FPL Security ID: 302571104 Meeting Date: DEC 15, 2006 Meeting Type: Annual Record Date: OCT 25, 2006 # 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 Withhold 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 Rudy E. Schupp For For Management 1.8 Elect Director Michael H. Thaman For For Management 1.9 Elect Director Hansel E. Tookes, II For For Management 1.10 Elect Director Paul R. Tregurtha For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HANSEN NATURAL CORP. Ticker: HANS Security ID: 411310105 Meeting Date: NOV 10, 2006 Meeting Type: Annual Record Date: SEP 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rodney C. Sacks For Withhold Management 1.2 Elect Director Hilton H. Schlosberg For Withhold Management 1.3 Elect Director Norman C. Epstein For For Management 1.4 Elect Director Benjamin M. Polk For Withhold Management 1.5 Elect Director Sydney Selati For For Management 1.6 Elect Director Harold C. Taber, Jr. For For Management 1.7 Elect Director Mark S. Vidergauz For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 14, 2007 Meeting Type: Annual Record Date: JAN 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director L.T. Babbio, Jr. For For Management 2 Elect Director S.M. Baldauf For For Management 3 Elect Director R.A. Hackborn For For Management 4 Elect Director J.H. Hammergren For For Management 5 Elect Director M.V. Hurd For For Management 6 Elect Director R.L. Ryan For For Management 7 Elect Director L.S. Salhany For For Management 8 Elect Director G.K.Thompson For For Management 9 Ratify Auditors For For Management 10 Require Director Nominee Qualifications Against For Shareholder 11 Separate Chairman and CEO Positions Against Against Shareholder 12 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 13 Performance-Based Equity Awards Against For Shareholder - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 24, 2006 Meeting Type: Annual Record Date: JUN 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard H. Anderson For For Management 1.2 Elect Director Michael R. Bonsignore For For Management 1.3 Elect Director Robert C. Pozen For For Management 1.4 Elect Director Gordon M. Sprenger For Withhold Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: OCT 25, 2006 Meeting Type: Annual Record Date: SEP 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Boehlke For For Management 1.2 Elect Director C. Douglas Marsh For For Management - -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: DEC 5, 2006 Meeting Type: Annual Record Date: OCT 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Appleton For For Management 1.2 Elect Director Teruaki Aoki For For Management 1.3 Elect Director James W. Bagley For For Management 1.4 Elect Director Mercedes Johnson For For Management 1.5 Elect Director Lawrence N. Mondry For For Management 1.6 Elect Director Gordon C. Smith For For Management 1.7 Elect Director Robert E. Switz For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Amend EEO Policy to Prohibit Against For Shareholder Discrimination Based on Sexual Orientation or Gender Identity - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director James I. Cash, Jr., Ph.D. For For Management 4 Elect Director Dina Dublon For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director David F. Marquardt For For Management 7 Elect Director Charles H. Noski For For Management 8 Elect Director Helmut Panke For For Management 9 Elect Director Jon A. Shirley For For Management 10 Ratify Auditors For For Management 11 Cease Product Sales that Can Be Used to Against Against Shareholder Violate Human Rights 12 Amend EEO Statement to Not Reference Against Against Shareholder Sexual Orientation 13 Establish Shareholder Advisory Committee Against Against Shareholder - -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NVS Security ID: 66987V109 Meeting Date: MAR 6, 2007 Meeting Type: Annual Record Date: JAN 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE ANNUAL REPORT, THE For For Management FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2006. 2 APPROVAL OF THE ACTIVITIES OF THE BOARD For For Management OF DIRECTORS 3 APPROPRIATION OF AVAILABLE EARNINGS OF For For Management NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND 4 ELECTION TO THE BOARD OF DIRECTORS: For For Management RE-ELECTION OF HANS-JOERG RUDLOFF FOR A THREE-YEAR TERM 5 ELECTION TO THE BOARD OF DIRECTORS: For For Management RE-ELECTION OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM 6 ELECTION TO THE BOARD OF DIRECTORS: For For Management ELECTION OF NEW MEMBER MARJORIE M. YANG FOR A TERM OF OFFICE BEGINNING ON 1 JANUARY 2008 AND ENDING ON THE DAY OF THE AGM IN 2010 7 Ratify Auditors For For Management 8 VOTES REGARDING ADDITIONAL AND/OR For Against Management COUNTER-PROPOSALS AT THE AGM OF NOVARTIS AG IF YOU GIVE NO INSTRUCTIONS ON AGENDA ITEM 6, YOUR VOTES WILL BE CAST IN ACCORDANCE WITH THE PROPOSALS OF THE BOARD OF DIRECTORS. MARKING THE BOX FOR IS A VOTE FOR THE PROPOS - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 9, 2006 Meeting Type: Annual Record Date: AUG 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For 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 For 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 For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Non-Employee Director Omnibus Stock For For Management Plan - -------------------------------------------------------------------------------- PAYCHEX, INC. Ticker: PAYX Security ID: 704326107 Meeting Date: OCT 5, 2006 Meeting Type: Annual Record Date: AUG 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Election of Director: B. Thomas Golisano For For Management 2 Election of Director: David J.S. Flaschen For For Management 3 Election of Director: Phillip Horsley For For Management 4 Election of Director: Grant M. Inman For For Management 5 Election of Director: Pamela A. Joseph For For Management 6 Election of Director: Jonathan J. Judge For For Management 7 Election of Director: Jospeh M. Tucci For For Management - -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 16, 2006 Meeting Type: Annual Record Date: JUN 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Donegan For For Management 1.2 Elect Director Vernon E. Oechsle For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2006 Meeting Type: Annual Record Date: AUG 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Approve Decrease in Size of Board For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote - -------------------------------------------------------------------------------- STARBUCKS CORP. Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 21, 2007 Meeting Type: Annual Record Date: JAN 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard Schultz For For Management 1.2 Elect Director Barbara Bass For For Management 1.3 Elect Director Howard P. Behar For For Management 1.4 Elect Director William W. Bradley For For Management 1.5 Elect Director James L. Donald For For Management 1.6 Elect Director Mellody Hobson For For Management 1.7 Elect Director Olden Lee For For Management 1.8 Elect Director James G. Shennan, Jr. For For Management 1.9 Elect Director Javier G. Teruel For For Management 1.10 Elect Director Myron E. Ullman, III For For Management 1.11 Elect Director Craig E. Weatherup For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management ============================== BB&T LARGE CAP VIF ============================== AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 25, 2007 Meeting Type: Annual Record Date: NOV 30, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William L. Davis III For For Management 1.2 Elect Director W. Douglas Ford For For Management 1.3 Elect Director Evert Henkes For For Management 1.4 Elect Director Margaret G. Mcglynn For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 20, 2007 Meeting Type: Annual Record Date: JAN 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Ratify Auditor For For Management - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Disclose Information on Secondhand Smoke Against Against Shareholder 5 Cease Add Campaigns Oriented to Prevent Against Against Shareholder Youth Smoking 6 Cease Production, Promotion, and Against Against Shareholder Marketing of Tobacco Products 7 Adopt Animal Welfare Policy Against Against Shareholder - -------------------------------------------------------------------------------- AMBAC FINANCIAL GROUP, INC. Ticker: ABK Security ID: 023139108 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Callen For For Management 1.2 Elect Director Jill M. Considine For For Management 1.3 Elect Director Phillip N. Duff For For Management 1.4 Elect Director Robert J. Genader For For Management 1.5 Elect Director W. Grant Gregory For For Management 1.6 Elect Director Thomas C. Theobald For For Management 1.7 Elect Director Laura S. Unger For For Management 1.8 Elect Director Hery D.G. Wallace For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marshall A. Cohen For For Management 1.2 Elect Director Martin S. Feldstein For For Management 1.3 Elect Director Ellen V. Futter For For Management 1.4 Elect Director Stephen L. Hammerman For For Management 1.5 Elect Director Richard C. Holbrooke For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director George L. Miles, Jr. For For Management 1.8 Elect Director Morris W. Offit For For Management 1.9 Elect Director James F. Orr, III For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Martin J. Sullivan For For Management 1.12 Elect Director Michael H. Sutton For For Management 1.13 Elect Director Edmund S.W. Tse For For Management 1.14 Elect Director Robert B. Willumstad For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank J. Biondi, Jr. For For Management 2 Elect Director Jerry D. Choate For For Management 3 Elect Director Frank C. Herringer For For Management 4 Elect Director Gilbert S. Omenn For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Declassify the Board of Directors For For Management 8 Develop an Animal Welfare Policy Against Against Shareholder 9 Prepare a Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORP. Ticker: APC Security ID: 032511107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Barcus For For Management 1.2 Elect Director James L. Bryan For For Management 1.3 Elect Director H. Paulett Eberhart For For Management 1.4 Elect Director James T. Hackett For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: JUN 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Leslie A. Brun For For Management 1.3 Elect Director Gary C. Butler For For Management 1.4 Elect Director Leon G. Cooperman For For Management 1.5 Elect Director R. Glenn Hubbard For For Management 1.6 Elect Director John P. Jones For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Frederic V. Malek For For Management 1.9 Elect Director Henry Taub For For Management 1.10 Elect Director Arthur F. Weinbach For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF NEW YORK CO., INC., THE Ticker: BK Security ID: 064057102 Meeting Date: APR 10, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. Biondi For For Management 1.2 Elect Director Mr. Donofrio For For Management 1.3 Elect Director Mr. Hassell For For Management 1.4 Elect Director Mr. Kogan For For Management 1.5 Elect Director Mr. Kowalski For For Management 1.6 Elect Director Mr. Luke For For Management 1.7 Elect Director Ms. Rein For For Management 1.8 Elect Director Mr. Renyi For For Management 1.9 Elect Director Mr. Richardson For For Management 1.10 Elect Director Mr. Scott For For Management 1.11 Elect Director Mr. Vaughan For For Management 2 Ratify Auditors For For Management 3 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 4 Restore or Provide for Cumulative Voting Against For Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- BANK OF NEW YORK CO., INC., THE Ticker: BK Security ID: 064057102 Meeting Date: MAY 24, 2007 Meeting Type: Special Record Date: APR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adopt Supermajority Vote Requirement for For For Management Mergers 3 Increase Authorized Preferred and Common For For Management Stock 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BELLSOUTH CORP. Ticker: BLS Security ID: 079860102 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: JUN 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Samuel H. Armacost For For Management 2 Elect Director Linnet F. Deily For For Management 3 Elect Director Robert E. Denham For For Management 4 Elect Director Robert J. Eaton For For Management 5 Elect Director Sam Ginn For For Management 6 Elect Director Franklyn G. Jenifer For For Management 7 Elect Director Sam Nunn For For Management 8 Elect Director David J. O'Reilly For For Management 9 Elect Director Donald B. Rice For For Management 10 Elect Director Peter J. Robertson For For Management 11 Elect Director Kevin W. Sharer For For Management 12 Elect Director Charles R. Shoemate For For Management 13 Elect Director Ronald D. Sugar For For Management 14 Elect Director Carl Ware For For Management 15 Ratify Auditors For For Management 16 Reduce Supermajority Vote Requirement For For Management 17 Adopt Human Rights Policy Against For Shareholder 18 Adopt Greenhouse Gas Emission Reduction Against Against Shareholder Goals 19 Adopt Animal Welfare Policy Against Against Shareholder 20 Separate Chairman and CEO Positions Against For Shareholder 21 Approve/Amend Terms of Existing Poison Against Against Shareholder Pill 22 Report on Market Specific Environmental Against Against Shareholder Laws - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2006 Meeting Type: Annual Record Date: SEP 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Michael D. Capellas For For Management 1.4 Elect Director Larry R. Carter For For Management 1.5 Elect Director John T. Chambers For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Richard M. Kovacevich For For Management 1.8 Elect Director Roderick C. McGeary For For Management 1.9 Elect Director Steven M. West For For Management 1.10 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 4 Report on Pay Disparity Against Against Shareholder 5 Report on Internet Fragmentation Against For Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director C. Michael Armstrong For For Management 2 Elect Director Alain J.P. Belda For For Management 3 Elect Director George David For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director John M. Deutch For For Management 6 Elect Director Roberto Hernandez Ramirez For For Management 7 Elect Director Klaus Kleinfeld For For Management 8 Elect Director Andrew N. Liveris For For Management 9 Elect Director Anne Mulcahy For For Management 10 Elect Director Richard D. Parsons For For Management 11 Elect Director Charles Prince For For Management 12 Elect Director Judith Rodin For For Management 13 Elect Director Robert E. Rubin For For Management 14 Elect Director Franklin A. Thomas For For Management 15 Ratify Auditors For For Management 16 Report on Government Service of Employees Against Against Shareholder 17 Report on Political Contributions Against For Shareholder 18 Report on Charitable Contributions Against Against Shareholder 19 Approve Report of the Compensation Against For Shareholder Committee 20 Report on Pay Disparity Against Against Shareholder 21 Separate Chairman and CEO Positions Against Against Shareholder 22 Stock Retention/Holding Period Against Against Shareholder 23 Restore or Provide for Cumulative Voting Against Against Shareholder 24 Amend Bylaws to Permit Shareholders to Against For Shareholder Call Special Meetings - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James E. Copeland, Jr. For For Management 2 Elect Director Kenneth M. Duberstein For For Management 3 Elect Director Ruth R. Harkin For For Management 4 Elect Director William R. Rhodes For For Management 5 Elect Director J. Stapleton Roy For For Management 6 Elect Director William E. Wade, Jr. For For Management 7 Ratify Auditors For For Management 8 Report on Political Contributions Against Against Shareholder 9 Report on Renewable Energy Sources Against Against Shareholder 10 Require Director Nominee Qualifications Against Against Shareholder 11 Report on Environmental Damage from Against For Shareholder Drilling in the National Petroleum Reserve 12 Report on Indigenous Peoples Rights Against Against Shareholder Policies 13 Report on Community Impact of Operations Against Against Shareholder - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 21, 2006 Meeting Type: Annual Record Date: MAY 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Sallie L. Krawcheck For For Management 1.5 Elect Director Alan (A.G.) Lafley For For Management 1.6 Elect Director Judy C. Lewent For For Management 1.7 Elect Director Klaus S. Luft For For Management 1.8 Elect Director Alex J. Mandl For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Samuel A. Nunn, Jr. For For Management 1.11 Elect Director Kevin B. Rollins For For Management 2 Ratify Auditors For For Management 3 Adopt ILO-Based Code of Conduct Against Against Shareholder 4 Compensation Company Against Against Shareholder Specific--Declaration of Dividend - -------------------------------------------------------------------------------- DUKE ENERGY CORP. Ticker: DUK Security ID: 26441C105 Meeting Date: OCT 24, 2006 Meeting Type: Annual Record Date: AUG 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger Agnelli For Withhold Management 1.2 Elect Director Paul M. Anderson For For Management 1.3 Elect Director William Barnet, III For For Management 1.4 Elect Director G. Alex Bernhardt, Sr. For For Management 1.5 Elect Director Michael G. Browning For For Management 1.6 Elect Director Phillip R. Cox For For Management 1.7 Elect Director William T. Esrey For For Management 1.8 Elect Director Ann Maynard Gray For For Management 1.9 Elect Director James H. Hance, Jr. For For Management 1.10 Elect Director Dennis R. Hendrix For For Management 1.11 Elect Director Michael E.J. Phelps For Withhold Management 1.12 Elect Director James T. Rhodes For For Management 1.13 Elect Director James E. Rogers For For Management 1.14 Elect Director Mary L. Schapiro For For Management 1.15 Elect Director Dudley S. Taft For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DUKE ENERGY CORP. Ticker: DUK Security ID: 26441C105 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director G. Alex Bernhardt, Sr. For For Management 1.3 Elect Director Michael G. Browning For For Management 1.4 Elect Director Phillip R. Cox For For Management 1.5 Elect Director Ann Maynard Gray For For Management 1.6 Elect Director James H. Hance, Jr For For Management 1.7 Elect Director James T. Rhodes For For Management 1.8 Elect Director James E. Rogers For For Management 1.9 Elect Director Mary L. Schapiro For For Management 1.10 Elect Director Dudley S. Taft For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 14, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philippe Bourguignon For For Management 1.2 Elect Director Thomas J. Tierney For For Management 1.3 Elect Director Margaret C. Whitman For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 16, 2007 Meeting Type: Annual Record Date: FEB 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sir Winfried Bischoff For For Management 1.2 Elect Director J. Michael Cook For For Management 1.3 Elect Director Franklyn G. Prendergast, For For Management M.D., Ph.D. 1.4 Elect Director Kathi P. Seifert For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Report on Animal Welfare Against Against Shareholder 6 Report on Animal Testing Policies Against Against Shareholder 7 Separate Chairman and CEO Positions Against For Shareholder 8 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter 9 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 6, 2007 Meeting Type: Annual Record Date: NOV 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Fernandez G For Withhold Management 1.2 Elect Director W. J. Galvin For For Management 1.3 Elect Director R. L. Ridgway For For Management 1.4 Elect Director R. L. Stephenson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Marilyn Carlson Nelson For For Management 1.8 Elect Director Samuel J. Palmisano For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 5 Separate Chairman and CEO Positions Against For Shareholder 6 Initiate Payment of Cash Dividend Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 8 Company-Specific- Amend Article IX of the Against Against Shareholder Corporation's by-laws 9 Review Executive Compensation Against Against Shareholder 10 Limit Executive Compensation Against Against Shareholder 11 Claw-back of Payments under Restatements Against For Shareholder 12 Report on Political Contributions Against For Shareholder 13 Amend Equal Employment Opportunity Policy Against For Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Environmental Accountability Against Against Shareholder 15 Report on Emission Reduction Goals Against For Shareholder 16 Report on Carbon Dioxide Emissions Against Against Shareholder Information at Gas Stations 17 Adopt Policy to Increase Renewable Energy Against Against Shareholder Portfolio - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For Withhold Management 1.5 Elect Director Susan Hockfield For For Management 1.6 Elect Director Jerry R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Robert W. Lane For For Management 1.10 Elect Director Ralph S. Larsen For For Management 1.11 Elect Director Rochelle B. Lazarus For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For For Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 1.16 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Vote Standard in Director For For Management Elections 4 Approve Omnibus Stock Plan For For Management 5 Company-Specific-Approve Material Terms For For Management of Senior Officer Performance Goals 6 Provide for Cumulative Voting Against For Shareholder 7 Company-Specific -- Adopt Policy on Against For Shareholder Overboarded Directors 8 Company-Specific -- One Director from the Against Against Shareholder Ranks of Retirees 9 Separate Chairman and CEO Positions Against For Shareholder 10 Limit Dividend and Dividend Equivalent Against For Shareholder Payments to Executives 11 Report on Charitable Contributions Against Against Shareholder 12 Report on Global Warming Against Against Shareholder 13 Adopt Ethical Criteria for Military Against Against Shareholder Contracts 14 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director David H. Batchelder For For Management 2 Elect Director Francis S. Blake For For Management 3 Elect Director Gregory D. Brenneman For For Management 4 Elect Director John L. Clendenin For For Management 5 Elect Director Claudio X. Gonzalez For Against Management 6 Elect Director Milledge A. Hart, III For For Management 7 Elect Director Bonnie G. Hill For For Management 8 Elect Director Laban P. Jackson, Jr. For For Management 9 Elect Director Helen Johnson-Leipold For For Management 10 Elect Director Lawrence R. Johnston For For Management 11 Elect Director Kenneth G. Langone For Against Management 12 Ratify Auditors For For Management 13 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 14 Prepare Employment Diversity Report Against For Shareholder 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 16 Claw-back of Payments under Restatements Against Against Shareholder 17 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote 18 Performance-Based Equity Awards Against For Shareholder 19 Pay for Superior Performance Against For Shareholder 20 Affirm Political Non-partisanship Against Against Shareholder 21 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig R. Barrett For For Management 2 Elect Director Charlene Barshefsky For Against Management 3 Elect Director Susan L. Decker For For Management 4 Elect Director D. James Guzy For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For 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 For Management 10 Elect Director John L. Thornton For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For 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 Christine A. Poon For For Management 1.8 Elect Director Charles Prince For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director David Satcher For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director James Dimon For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Laban P. Jackson, Jr. For For Management 1.8 Elect Director Robert I. Lipp For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Put Repricing of Stock Options to Against Against Shareholder Shareholder Vote 4 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Provide for Cumulative Voting Against For Shareholder 8 Require a Majority Vote for the Election Against For Shareholder of Directors 9 Report on Political Contributions Against Against Shareholder 10 Report on Management Initiatives to Against Against Shareholder Address Links to Slavery and Human Rights Abuse - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James M. Jenness For For Management 2 Elect Director Linda Johnson Rice For For Management 3 Elect Director Marc J. Shapiro For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors For For Management 6 Adopt Simple Majority Vote Against For Shareholder 7 Adopt ILO Standards Against Against Shareholder 8 Report on Feasibility of Phasing Out the Against Against Shareholder Use of Non-certified Wood Fiber - -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Dolan For For Management 1.2 Elect Director Robert A. Eckert For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Tully M. Friedman For For Management 1.5 Elect Director Dominic Ng For For Management 1.6 Elect Director Andrea L. Rich For For Management 1.7 Elect Director Ronald L. Sargent For For Management 1.8 Elect Director Dean A. Scarborough For For Management 1.9 Elect Director Christopher A. Sinclair For For Management 1.10 Elect Director G. Craig Sullivan For For Management 1.11 Elect Director Kathy Brittain White For For Management 2 Ratify Auditors For For Management 3 Company Specific- Approve Majority Vote For For Management and Eliminate Cumulative Voting 4 Approve Executive Incentive Bonus Plan For For Management 5 Limit Executive Compensation Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Report Progress on Improving Work and Against Against Shareholder Living Conditions 8 Pay for Superior Performance Against For Shareholder - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard T. Clark For For Management 1.2 Elect Director Johnnetta B. Cole, Ph.D. For For Management 1.3 Elect Director William B. Harrison, Jr. For For Management 1.4 Elect Director William N. Kelley, M.D. For For Management 1.5 Elect Director Rochelle B. Lazarus For For Management 1.6 Elect Director Thomas E. Shenk, Ph.D. For For Management 1.7 Elect Director Anne M. Tatlock For For Management 1.8 Elect Director Samuel O. Thier, M.D. For For Management 1.9 Elect Director Wendell P. Weeks For For Management 1.10 Elect Director Peter C. Wendell For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Establish Range For Board Size For For Management 6 Replace Cumulative Voting to Majority For For Management Vote Standard for the Election of Directors 7 Publish Political Contributions Against Against Shareholder 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Finnegan For For Management 1.2 Elect Director Joseph W. Prueher For For Management 1.3 Elect Director Ann N. Reese For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director James I. Cash, Jr., Ph.D. For For Management 4 Elect Director Dina Dublon For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director David F. Marquardt For For Management 7 Elect Director Charles H. Noski For For Management 8 Elect Director Helmut Panke For For Management 9 Elect Director Jon A. Shirley For For Management 10 Ratify Auditors For For Management 11 Cease Product Sales that Can Be Used to Against Against Shareholder Violate Human Rights 12 Amend EEO Statement to Not Reference Against Against Shareholder Sexual Orientation 13 Establish Shareholder Advisory Committee Against Against Shareholder - -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Steven C. Beering For For Management 2 Elect Director Dennis E. Foster For For Management 3 Elect Director Marty K. Kittrell For For Management 4 Elect Director Peter McCausland For For Management 5 Elect Director Steven R. McCracken For For Management 6 Elect Director W. Lee Nutter For For Management 7 Elect Director Ian M. Rolland For For Management 8 Elect Director Robert C. Skaggs, Jr For For Management 9 Elect Director Richard L. Thompson For For Management 10 Elect Director Carolyn Y. Woo For For Management 11 Elect Director Roger A. Young For For Management 12 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHERN TRUST CORP. Ticker: NTRS Security ID: 665859104 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # 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 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PARKER-HANNIFIN CORP. Ticker: PH Security ID: 701094104 Meeting Date: OCT 25, 2006 Meeting Type: Annual Record Date: AUG 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Kohlhepp For Withhold Management 1.2 Elect Director Giulio Mazzalupi For Withhold Management 1.3 Elect Director Klaus-Peter Mueller For Withhold Management 1.4 Elect Director Markos I. Tambakeras For Withhold Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director William R. Howell For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Report on Animal Testing Policies Against Against Shareholder 5 Amend Animal Welfare Policy Against Against Shareholder 6 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- PITNEY BOWES INC. Ticker: PBI Security ID: 724479100 Meeting Date: MAY 14, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda G. Alvarado For For Management 1.2 Elect Director Ernie Green For For Management 1.3 Elect Director John S. McFarlane For For Management 1.4 Elect Director Eduardo R. Menasce For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Require Majority Vote to Elect Directors For For Management in an Uncontested Election - -------------------------------------------------------------------------------- SARA LEE CORP. Ticker: SLE Security ID: 803111103 Meeting Date: OCT 26, 2006 Meeting Type: Annual Record Date: SEP 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brenda C. Barnes For For Management 1.2 Elect Director J.T. Battenberg, III For For Management 1.3 Elect Director Christopher B. Begley For For Management 1.4 Elect Director Cynthia B. Carroll For For Management 1.5 Elect Director Virgis W. Colbert For For Management 1.6 Elect Director James S. Crown For For Management 1.7 Elect Director Willie D. Davis For For Management 1.8 Elect Director Laurette T. Koellner For For Management 1.9 Elect Director Cornelis J.A. Van Lede For For Management 1.10 Elect Director Sir Ian Prosser For For Management 1.11 Elect Director Rozanne L. Ridgway For For Management 1.12 Elect Director Jonathan P. Ward For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against For Shareholder 4 Approve Report of the Compensation Against For Shareholder Committee - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Calvin Darden For For Management 1.2 Elect Director Anne M. Mulcahy For For Management 1.3 Elect Director Stephen W. Sanger For For Management 1.4 Elect Director Gregg W. Steinhafel For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Company Specific- Require Majority Vote For For Management for the Election of Directors 5 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- TIFFANY & CO. Ticker: TIF Security ID: 886547108 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Michael J. Kowalski For For Management 2 Elect Director Rose Marie Bravo For For Management 3 Elect Director William R. Chaney For For Management 4 Elect Director Gary E. Costley For For Management 5 Elect Director Abby F. Kohnstamm For For Management 6 Elect Director Charles K. Marquis For For Management 7 Elect Director J. Thomas Presby For For Management 8 Elect Director James E. Quinn For For Management 9 Elect Director William A. Shutzer For For Management 10 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Jeffrey L. Bewkes For For Management 1.3 Elect Director Stephen F. Bollenbach For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Mathias Dopfner For For Management 1.7 Elect Director Jessica P. Einhorn For For Management 1.8 Elect Director Reuben Mark For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Francis T. Vincent, Jr. For For Management 1.13 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers'Compensation 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Company Specific- Adopt Simple Majority Against For Shareholder Vote 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Company-Specific- Stockholder Against Against Shareholder Ratification of Director Compensation, When a Stockholder Rights Plan Has Been Adopted - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 1, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For 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 For 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 For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Glen D. Nelson, M.D. For For Management 1.13 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Company Specific- Majority Vote for the For For Management Election of Directors - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James R. Barker For For Management 2 Elect Director Richard L. Carrion For For Management 3 Elect Director M. Frances Keeth For For Management 4 Elect Director Robert W. Lane For For Management 5 Elect Director Sandra O. Moose For For Management 6 Elect Director Joseph Neubauer For For Management 7 Elect Director Donald T. Nicolaisen For For Management 8 Elect Director Thomas H. O'Brien For For Management 9 Elect Director Clarence Otis, Jr. For For Management 10 Elect Director Hugh B. Price For For Management 11 Elect Director Ivan G. Seidenberg For For Management 12 Elect Director Walter V. Shipley For For Management 13 Elect Director John W. Snow For For Management 14 Elect Director John R. Stafford For For Management 15 Elect Director Robert D. Storey For For Management 16 Ratify Auditors For For Management 17 Limit Executive Compensation Against Against Shareholder 18 Eliminate or Restrict Severance Against For Shareholder Agreements (Change-in-Control) 19 Disclose Information on Compensation Against For Shareholder Consultant 20 Advisory Vote to Ratify Named Executive Against For Shareholder Officer's Compensation 21 Adopt Policy on Overboarded Director Against Against Shareholder 22 Approve Terms of Existing Poison Pill Against Against Shareholder 23 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 8, 2007 Meeting Type: Annual Record Date: JAN 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Judith L. Estrin For For Management 1.4 Elect Director Robert A. Iger For For Management 1.5 Elect Director Steven P. Jobs For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director Aylwin B. Lewis For For Management 1.8 Elect Director Monica C. Lozano For For Management 1.9 Elect Director Robert W. Matschullat For For Management 1.10 Elect Director John E. Pepper, Jr. For For Management 1.11 Elect Director Orin C. Smith For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Company-Specific--Governance-Related - No Against Against Shareholder Greenmail payments 6 Approve/Amend Terms of Existing Poison Against For Shareholder Pill - -------------------------------------------------------------------------------- WASHINGTON MUTUAL, INC Ticker: WM Security ID: 939322103 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne V. Farrell For For Management 1.2 Elect Director Stephen E. Frank For For Management 1.3 Elect Director Kerry K. Killinger For For Management 1.4 Elect Director Thomas C. Leppert For For Management 1.5 Elect Director Charles M. Lillis For For Management 1.6 Elect Director Phillip D. Matthews For For Management 1.7 Elect Director Regina T. Montoya For For Management 1.8 Elect Director Michael K. Murphy For For Management 1.9 Elect Director Margaret Osmer Mcquade For For Management 1.10 Elect Director Mary E. Pugh For For Management 1.11 Elect Director William G. Reed, Jr. For For Management 1.12 Elect Director Orin C. Smith For For Management 1.13 Elect Director James H. Stever For For Management 2 Ratify Auditors For For Management 3 Establish SERP Policy Against For Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Chen For For Management 1.2 Elect Director Lloyd H. Dean For For Management 1.3 Elect Director Susan E. Engel For For Management 1.4 Elect Director Enrique Hernandez, Jr. For For Management 1.5 Elect Director Robert L. Joss For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For Against Management 1.9 Elect Director Nicholas G. Moore For For Management 1.10 Elect Director Philip J. Quigley For Against Management 1.11 Elect Director Donald B. Rice For Against Management 1.12 Elect Director Judith M. Runstad For For Management 1.13 Elect Director Stephen W. Sanger For For Management 1.14 Elect Director Susan G. Swenson For For Management 1.15 Elect Director John G. Stumpf For For Management 1.16 Elect Director Michael W. Wright For Against Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against For Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Establish SERP Policy Against For Shareholder 6 Report on Racial and Ethnic Disparities Against Against Shareholder in Loan Pricing 7 Report on Emission Reduction Goals Against For Shareholder - -------------------------------------------------------------------------------- WEYERHAEUSER CO. Ticker: WY Security ID: 962166104 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Rogel For Withhold Management 1.2 Elect Director Debra A. Cafaro For For Management 1.3 Elect Director Richard H. Sinkfield For Withhold Management 1.4 Elect Director D. Michael Steuert For Withhold Management 1.5 Elect Director James N. Sullivan For Withhold Management 1.6 Elect Director Kim Williams For For Management 2 Report on Political Contributions Against Against Shareholder 3 Adopt Simple Majority Vote Against For Shareholder 4 Report on Wood Sourcing Against Against Shareholder 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert Essner For For Management 2 Elect Director John D. Feerick For For Management 3 Elect Director Frances D. Fergusson For For Management 4 Elect Director Victor F. Ganzi For For Management 5 Elect Director Robert Langer For For Management 6 Elect Director John P. Mascotte For For Management 7 Elect Director Raymond J. McGuire For For Management 8 Elect Director Mary Lake Polan For For Management 9 Elect Director Bernard Poussot For For Management 10 Elect Director Gary L. Rogers For For Management 11 Elect Director Ivan G. Seidenberg For For Management 12 Elect Director Walter V. Shipley For For Management 13 Elect Director John R. Torell III For For Management 14 Ratify Auditors For For Management 15 Reduce Supermajority Vote Requirement For For Management 16 Amend Omnibus Stock Plan For For Management 17 Adopt Animal Welfare Policy Against Against Shareholder 18 Report on Policy to Limit Drug Supply to Against For Shareholder Canada 19 Report on Political Contributions Against For Shareholder 20 Claw-back of Payments under Restatements Against For Shareholder 21 Company-Specific - Interlocking Against Against Shareholder Directorship 22 Disclose Information-Proposal Withdrawn. Against Abstain Shareholder No Vote Required 23 Separate Chairman and CEO Positions Against For Shareholder 24 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation =========================== BB&T MID CAP GROWTH VIF ============================ ACERGY SA (FRMELY STOLT OFFSHORES AND STOLT COMEX SEAWAY S.A.) Ticker: ACGY Security ID: 00443E104 Meeting Date: MAY 25, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO CONSIDER (I) THE REPORT OF DELOITTE For For Management S.A., LUXEMBOURG, INDEPENDENT AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY; (II) THE REPORT OF MAITLAND MANAGEMENT SERVICES S.A: LUXEMBOURG, STATUTORY AUDITOR; AND (III) THE REPORT BY THE BOARD O 2 TO APPROVE THE UNCONSOLIDATED BALANCE For For Management SHEET AND STATEMENTS OF PROFIT AND LOSS OF THE COMPANY FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006. 3 TO APPROVE THE CONSOLIDATED BALANCE SHEET For For Management AND STATEMENTS OF OPERATIONS OF THE COMPANY. 4 TO APPROVE THE DETERMINATION OF DIVIDENDS For For Management OF THE COMPANY FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006. 5 TO DISCHARGE THE BOARD OF DIRECTORS AND For For Management STATUTORY AUDITORS OF THE COMPANY IN RESPECT OF THE PROPER PERFORMANCE OF THEIR DUTIES FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006. 6 TO AUTHORISE THE COMPANY, OR ANY For For Management WHOLLY-OWNED SUBSIDIARY, TO PURCHASE SHARES OF THE COMPANY. 7 Elect Director Mark Woolveridge For For Management 8 Elect Director James B. Hurlock For For Management 9 Elect Director Trond O. Westlie For For Management 10 Elect Director J. Frithjof Skouveroe For For Management 11 Elect Director George H. Doremus For For Management 12 Elect Director Tom Ehret For For Management 13 Elect Director Sir Peter Mason For For Management 14 TO ELECT THE STATUTORY AUDITOR TO REPORT For For Management ON THE UNCONSOLIDATED FINANCIAL STATEMENTS AND THE INDEPENDENT AUDITORS TO AUDIT THE CONSOLIDATED FINANCIAL STATEMENTS, OF THE COMPANY. - -------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: MAY 31, 2007 Meeting Type: Annual Record Date: APR 24, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard E. Floor For For Management 1.2 Elect Director Sean M. Healey For For Management 1.3 Elect Director Harold J. Meyerman For For Management 1.4 Elect Director William J. Nutt For For Management 1.5 Elect Director Rita M. Rodriguez For For Management 1.6 Elect Director Patrick T. Ryan For For Management 1.7 Elect Director Jide J. Zeitlin For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: AUG 9, 2006 Meeting Type: Annual Record Date: JUN 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Hovey For For Management 1.2 Elect Director Paula A. Sneed For For Management 1.3 Elect Director David M. Stout For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES, INC. Ticker: AKAM Security ID: 00971T101 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald Graham For For Management 1.2 Elect Director F. Thomson Leighton For For Management 1.3 Elect Director Paul Sagan For For Management 1.4 Elect Director Naomi Seligman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALLEGHENY ENERGY, INC. Ticker: AYE Security ID: 017361106 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Furlong Baldwin For For Management 1.2 Elect Director Eleanor Baum For For Management 1.3 Elect Director Paul J. Evanson For For Management 1.4 Elect Director Cyrus F. Freidheim, Jr For For Management 1.5 Elect Director Julia L. Johnson For For Management 1.6 Elect Director Ted J. Kleisner For For Management 1.7 Elect Director Steven H. Rice For For Management 1.8 Elect Director Gunner E. Sarsten For For Management 1.9 Elect Director Michael H. Sutton For For Management 2 Ratify Auditors For For Management 3 Claw-back of Payments under Restatements Against Against Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 7 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 8 Report on Impact of Utilizing the Against Against Shareholder National Interest Electric Transmission Corridor 9 Report on Power Plant Emissions Against For Shareholder - -------------------------------------------------------------------------------- ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. Ticker: MDRX Security ID: 01988P108 Meeting Date: JUN 19, 2007 Meeting Type: Annual Record Date: APR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Compton For For Management 1.2 Elect Director Michael J. Kluger For For Management 1.3 Elect Director John P. McConnell For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 18, 2007 Meeting Type: Annual Record Date: NOV 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Charles E. Foster For For Management 1.4 Elect Director James S. Kahan For For Management 1.5 Elect Director Dov Baharav For For Management 1.6 Elect Director Julian A. Brodsky For For Management 1.7 Elect Director Eli Gelman For For Management 1.8 Elect Director Nehemia Lemelbaum For For Management 1.9 Elect Director John T. Mclennan For For Management 1.10 Elect Director Robert A. Minicucci For For Management 1.11 Elect Director Simon Olswang For For Management 1.12 Elect Director Mario Segal For Withhold Management 1.13 Elect Director Joseph Vardi For For Management 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR FISCAL YEAR 2006. 3 RATIFICATION AND APPROVAL OF ERNST & For For Management YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. - -------------------------------------------------------------------------------- AMERICAN TOWER CORP. Ticker: AMT Security ID: 029912201 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond P. Dolan For For Management 1.2 Elect Director Ronald M. Dykes For For Management 1.3 Elect Director Carolyn F. Katz For For Management 1.4 Elect Director Gustavo Lara Cantu For For Management 1.5 Elect Director Pamela D.A. Reeve For For Management 1.6 Elect Director David E. Sharbutt For For Management 1.7 Elect Director James D. Taiclet, Jr. For For Management 1.8 Elect Director Samme L. Thompson For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMPHENOL CORP. Ticker: APH Security ID: 032095101 Meeting Date: MAY 23, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanley L. Clark For For Management 1.2 Elect Director Andrew E. Lietz For For Management 1.3 Elect Director Martin H. Loeffler For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- AMVESCAP PLC Ticker: AVZ Security ID: 03235E100 Meeting Date: MAY 23, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND ADOPT THE ACCOUNTS AND THE For For Management REPORTS OF THE DIRECTORS AND AUDITORS THEREON. 2 TO RECEIVE AND ADOPT THE REPORT OF THE For For Management BOARD ON REMUNERATION. 3 TO DECLARE A FINAL DIVIDEND. For For Management 4 TO RE-ELECT MR JOSEPH R CANION AS A For For Management DIRECTOR OF THE COMPANY. 5 TO RE-ELECT MR EDWARD LAWRENCE AS A For For Management DIRECTOR OF THE COMPANY. 6 TO RE-ELECT MR JAMES ROBERTSON AS A For For Management DIRECTOR OF THE COMPANY. 7 Ratify Auditors For For Management 8 TO APPROVE THE CHANGE OF NAME (SPECIAL For For Management RESOLUTION). 9 TO AUTHORIZE THE DIRECTORS TO ALLOT For For Management SHARES PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985. 10 TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS For For Management PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985. (SPECIAL RESOLUTION). 11 TO RENEW THE COMPANY S AUTHORITY TO MAKE For For Management MARKET PURCHASES OF ITS OWN ORDINARY SHARES (SPECIAL RESOLUTION). 12 TO APPROVE THE AMENDMENTS TO THE ARTICLES For For Management OF ASSOCIATION (SPECIAL RESOLUTION). 13 TO APPROVE THE AMENDMENT TO ARTICLE 96.1 For For Management OF THE ARTICLES OF ASSOCIATION. - -------------------------------------------------------------------------------- BARE ESCENTUALS INC Ticker: BARE Security ID: 067511105 Meeting Date: JUN 4, 2007 Meeting Type: Annual Record Date: APR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ross M. Jones For Withhold Management 1.2 Elect Director Glen T. Senk For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BEAR STEARNS COMPANIES INC., THE Ticker: BSC Security ID: 073902108 Meeting Date: APR 18, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Cayne For For Management 1.2 Elect Director Henry S. Bienen For For Management 1.3 Elect Director Carl D. Glickman For For Management 1.4 Elect Director Michael Goldstein For For Management 1.5 Elect Director Alan C. Greenberg For For Management 1.6 Elect Director Donald J. Harrington For For Management 1.7 Elect Director Frank T. Nickell For For Management 1.8 Elect Director Paul A. Novelly For For Management 1.9 Elect Director Frederic V. Salerno For For Management 1.10 Elect Director Alan D. Schwartz For For Management 1.11 Elect Director Warren J. Spector For For Management 1.12 Elect Director Vincent Tese For For Management 1.13 Elect Director Wesley S. Williams Jr. For For Management 2 Amend Stock Option Plan For Against Management 3 Amend Restricted Stock Plan For Against Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management 7 Pay For Superior Performance Against For Shareholder - -------------------------------------------------------------------------------- BROADCOM CORP. Ticker: BRCM Security ID: 111320107 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George L. Farinsky For For Management 1.2 Elect Director Maureen E. Grzelakowski For Withhold Management 1.3 Elect Director Nancy H. Handel For For Management 1.4 Elect Director John Major For Withhold Management 1.5 Elect Director Scott A. McGregor For For Management 1.6 Elect Director Alan E. Ross For Withhold Management 1.7 Elect Director Henry Samueli, Ph.D. For Withhold Management 1.8 Elect Director Robert E. Switz For For Management 1.9 Elect Director Werner F. Wolfen For Withhold Management 2 Amend Qualified Employee Stock Purchase For Against Management Plan 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For Against Management 5 Ratify Auditors For For Management 6 Compensation Specific-Adopt Policy Against For Shareholder Concerning Backdating Controversy - -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORP Ticker: CAM Security ID: 13342B105 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael E. Patrick For For Management 1.2 Elect Director Bruce W. Wilkinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CASH AMERICA INTERNATIONAL, INC. Ticker: CSH Security ID: 14754D100 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel E. Berce For For Management 1.2 Elect Director Jack R. Daugherty For For Management 1.3 Elect Director A.R. Dike For For Management 1.4 Elect Director Daniel R. Feehan For For Management 1.5 Elect Director James H. Graves For For Management 1.6 Elect Director B.D. Hunter For For Management 1.7 Elect Director Timothy J. Mckibben For For Management 1.8 Elect Director Alfred M. Micallef For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- CELGENE CORP. Ticker: CELG Security ID: 151020104 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sol J. Barer For For Management 1.2 Elect Director Robert J. Hugin For For Management 1.3 Elect Director Michael D. Casey For For Management 1.4 Elect Director Rodman L. Drake For For Management 1.5 Elect Director A. Hull Hayes, Jr. For For Management 1.6 Elect Director Gilla Kaplan For For Management 1.7 Elect Director James J. Loughlin For For Management 1.8 Elect Director Richard C. E. Morgan For For Management 1.9 Elect Director Walter L. Robb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CERNER CORPORATION Ticker: CERN Security ID: 156782104 Meeting Date: MAY 25, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G.E. Bisbee, Jr. For For Management 1.2 Elect Director Nancy-Ann Deparle For For Management 1.3 Elect Director Michael E. Herman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHICAGO BRIDGE & IRON CO. Ticker: CBI Security ID: 167250109 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ELECT A) JERRY H. BALLENGEE AS MEMBER Against For Management OF THE SUPERVISORY BOARD SELECT THE FOR OPTION. TO ELECT B) DAVID P. BORDAGES AS MEMBER OF THE SUPERVISORY BOARD SELECT THE AGAINST OPTION. TO ABSTAIN FROM VOTING ON EITHER NOMINEE SELECT THE ABSTAIN OPTION. 2 TO ELECT C) MICHAEL L. UNDERWOOD AS Against For Management MEMBER OF THE SUPERVISORY BOARD SELECT THE FOR OPTION. TO ELECT D) SAMUEL C. LEVENTRY AS MEMBER OF THE SUPERVISORY BOARD SELECT THE AGAINST OPTION. TO ABSTAIN FROM VOTING ON EITHER NOMINEE SELECT THE ABSTAIN OPTION. 3 TO AUTHORIZE THE PREPARATION OF THE For For Management ANNUAL ACCOUNTS AND THE ANNUAL REPORT AND TO ADOPT THE DUTCH STATUTORY ANNUAL ACCOUNTS. 4 TO DISCHARGE THE MEMBERS OF THE For For Management MANAGEMENT BOARD FROM LIABILITY IN RESPECT OF THE EXERCISE OF THEIR DUTIES. 5 TO DISCHARGE THE MEMBERS OF THE For For Management SUPERVISORY BOARD FROM LIABILITY IN RESPECT OF THE EXERCISE OF THEIR DUTIES. 6 TO RESOLVE ON THE FINAL DIVIDEND FOR THE For For Management YEAR ENDED DECEMBER 31, 2006. 7 TO APPROVE THE EXTENSION OF THE AUTHORITY For For Management OF THE MANAGEMENT BOARD TO REPURCHASE UP TO 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY UNTIL NOVEMBER 10, 2008. 8 TO APPROVE THE EXTENSION OF THE AUTHORITY For For Management OF THE SUPERVISORY BOARD TO ISSUE AND/OR GRANT RIGHTS TO ACQUIRE SHARES 9 TO APPOINT ERNST & YOUNG LLP OUR For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2007. - -------------------------------------------------------------------------------- CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC. Ticker: CME Security ID: 167760107 Meeting Date: APR 4, 2007 Meeting Type: Special Record Date: FEB 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC. Ticker: CME Security ID: 167760107 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig S. Donohue For For Management 1.2 Elect Director Terrence A. Duffy For For Management 1.3 Elect Director Daniel R. Glickman For For Management 1.4 Elect Director William P. Miller, II For For Management 1.5 Elect Director James E. Oliff For For Management 1.6 Elect Director John F. Sandner For For Management 1.7 Elect Director Terry L. Savage For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL INC Ticker: CMG Security ID: 169656105 Meeting Date: JUN 13, 2007 Meeting Type: Annual Record Date: APR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert S. Baldocchi For For Management 1.2 Elect Director Neil W. Flanzraich For For Management 1.3 Elect Director Darlene J. Friedman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 2, 2006 Meeting Type: Annual Record Date: SEP 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 1.8 Elect Director Jide Zeitlin For For Management - -------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORP. Ticker: CTSH Security ID: 192446102 Meeting Date: JUN 7, 2007 Meeting Type: Annual Record Date: APR 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lakshmi Narayanan For For Management 1.2 Elect Director John E. Klein For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Other Business For Against Management - -------------------------------------------------------------------------------- COMPANHIA VALE DO RIO DOCE Ticker: RIO Security ID: 204412209 Meeting Date: APR 27, 2007 Meeting Type: Annual/Special Record Date: APR 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPRECIATION OF THE MANAGEMENTS REPORT For For Management AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. 2 PROPOSAL FOR THE DESTINATION OF PROFITS For For Management OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET OF THE COMPANY. 3 APPOINTMENT OF THE MEMBERS OF THE BOARD For For Management OF DIRECTORS. 4 APPOINTMENT OF THE MEMBERS OF THE FISCAL For For Management COUNCIL. 5 ESTABLISHMENT OF THE REMUNERATION OF THE For For Management MEMBERS OF THE BOARD OF DIRECTORS, THE BOARD OF EXECUTIVE OFFICERS AND THE FISCAL COUNCIL. 6 PROPOSAL FOR THE CAPITAL INCREASE, For For Management THROUGH CAPITALIZATION OF RESERVES, WITHOUT THE ISSUANCE OF SHARES, AND THE CONSEQUENT CHANGE OF THE HEAD OF ARTICLE 5 OF THE COMPANY S BY-LAWS. - -------------------------------------------------------------------------------- CORE LABORATORIES N V Ticker: CLB Security ID: N22717107 Meeting Date: APR 2, 2007 Meeting Type: Annual Record Date: FEB 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF SUPERVISORY DIRECTOR: D. JOHN For For Management OGREN. 2 ELECTION OF SUPERVISORY DIRECTOR: JOSEPH For For Management R. PERNA. 3 ELECTION OF SUPERVISORY DIRECTOR: JACOBUS For For Management SCHOUTEN. 4 TO CONFIRM AND ADOPT OUR DUTCH STATUTORY For For Management ANNUAL ACCOUNTS IN THE ENGLISH LANGUAGE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006. 5 TO APPROVE AND RESOLVE THE CANCELLATION For For Management OF OUR REPURCHASED SHARES. 6 TO APPROVE AND RESOLVE THE EXTENSION OF For For Management THE AUTHORITY TO REPURCHASE UP TO 10% OF OUR ISSUED SHARE CAPITAL UNTIL OCTOBER 2, 2008. 7 TO APPROVE AND RESOLVE THE EXTENSION OF For For Management THE AUTHORITY TO ISSUE SHARES AND/OR TO GRANT RIGHTS. 8 TO APPROVE AND RESOLVE THE EXTENSION OF For For Management THE AUTHORITY TO LIMIT OR EXCLUDE THE PREEMPTIVE RIGHTS OF THE HOLDERS OF OUR COMMON SHARES AND/OR PREFERENCE SHARES UNTIL APRIL 2, 2012. 9 TO APPROVE AND RESOLVE THE AMENDMENT AND For For Management RESTATEMENT OF THE CORE LABORATORIES N.V. 1995 LONG-TERM INCENTIVE PLAN. 10 TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS AS OUR COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 2007. - -------------------------------------------------------------------------------- CORRECTIONS CORPORATION OF AMERICA Ticker: CXW Security ID: 22025Y407 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Andrews For For Management 1.2 Elect Director John D. Ferguson For For Management 1.3 Elect Director Donna M. Alvarado For For Management 1.4 Elect Director Lucius E. Burch, III For For Management 1.5 Elect Director John D. Correnti For For Management 1.6 Elect Director John R. Horne For For Management 1.7 Elect Director C. Michael Jacobi For For Management 1.8 Elect Director Thurgood Marshall, Jr. For For Management 1.9 Elect Director Charles L. Overby For For Management 1.10 Elect Director John R. Prann, Jr. For For Management 1.11 Elect Director Joseph V. Russell For For Management 1.12 Elect Director Henri L. Wedell For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Increase Authorized Common Stock For Against Management 5 Report on Political Contributions Against For Shareholder 6 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- DIGITAL RIVER, INC. Ticker: DRIV Security ID: 25388B104 Meeting Date: MAY 31, 2007 Meeting Type: Annual Record Date: APR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joel A. Ronning For For Management 1.2 Elect Director Perry W. Steiner For For Management 1.3 Elect Director J. Paul Thorin For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ECHOSTAR COMMUNICATIONS CORP. Ticker: DISH Security ID: 278762109 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James DeFranco For Withhold Management 1.2 Elect Director Michael T. Dugan For Withhold Management 1.3 Elect Director Cantey Ergen For Withhold Management 1.4 Elect Director Charles W. Ergen For Withhold Management 1.5 Elect Director Steven R. Goodbarn For For Management 1.6 Elect Director Gary S. Howard For For Management 1.7 Elect Director David K. Moskowitz For Withhold Management 1.8 Elect Director Tom A. Ortolf For For Management 1.9 Elect Director C.Michael Schroeder For For Management 1.10 Elect Director Carl E. Vogel For Withhold Management 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- FOCUS MEDIA HLDG LTD Ticker: FMCN Security ID: 34415V109 Meeting Date: OCT 20, 2006 Meeting Type: Annual Record Date: AUG 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF THE DIRECTOR: DAVID FENG YU. For For Management 2 ELECTION OF THE DIRECTOR: CHARLES CHAO. For For Management 3 ELECTION OF THE DIRECTOR: DAQING QI. For For Management 4 APPROVAL TO INCREASE THE MAXIMUM NUMBER For For Management OF DIRECTORS TO THIRTEEN (13), AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 5 APPROVAL OF THE 2006 EMPLOYEE SHARE For For Management OPTION PLAN AND THE AUTHORIZATION OF OFFICERS TO ALLOT, ISSUE OR DELIVER SHARES PURSUANT TO THE 2006 EMPLOYEE SHARE OPTION PLAN, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FORCE PROTECTION, INC. Ticker: FRPT Security ID: 345203202 Meeting Date: JUN 21, 2007 Meeting Type: Annual Record Date: APR 25, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Moody For For Management 1.2 Elect Director Roger Thompson For For Management - -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 28, 2007 Meeting Type: Annual Record Date: MAY 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Richard Fontaine For For Management 1.2 Elect Director Jerome L. Davis For For Management 1.3 Elect Director Stephanie M. Shern For For Management 1.4 Elect Director Steven R. Koonin For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GARMIN LTD Ticker: GRMN Security ID: G37260109 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: MAY 30, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF PROPOSAL TO EFFECT A For For Management TWO-FOR-ONE STOCK SPLIT OF THE COMPANY S COMMON SHARES AS DESCRIBED IN THE PROXY STATEMENT OF THE COMPANY DATED JUNE 8, 2006 - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 22, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric Schmidt For For 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 Approve Executive Incentive Bonus Plan For For Management 5 Adopt Policies to Protect Freedom of Against For Shareholder Access to the Internet - -------------------------------------------------------------------------------- GUESS?, INC. Ticker: GES Security ID: 401617105 Meeting Date: JUN 18, 2007 Meeting Type: Annual Record Date: APR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Marciano For For Management 1.2 Elect Director Anthony Chidoni For For Management 1.3 Elect Director Judith Blumenthal For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HANSEN NATURAL CORP. Ticker: HANS Security ID: 411310105 Meeting Date: APR 20, 2007 Meeting Type: Special Record Date: MAR 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Non-Employee Director Stock Option For Against Management Plan - -------------------------------------------------------------------------------- HARRIS CORP. Ticker: HRS Security ID: 413875105 Meeting Date: OCT 27, 2006 Meeting Type: Annual Record Date: SEP 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry D. Growcock For For Management 1.2 Elect Director Leslie F. Kenne For For Management 1.3 Elect Director David B. Rickard For For Management 1.4 Elect Director Gregory T. Swienton For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HILTON HOTELS CORP. Ticker: HLT Security ID: 432848109 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director A. Steven Crown For For Management 2 Elect Director John H. Myers For For Management 3 Elect Director Donna F. Tuttle For For Management 4 Ratify Auditors For For Management 5 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- INTERCONTINENTALEXCHANGE, INC. Ticker: ICE Security ID: 45865V100 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles R. Crisp For For Management 1.2 Elect Director Jean-Marc Forneri For For Management 1.3 Elect Director Fred W. Hatfield For For Management 1.4 Elect Director Terrence F. Martell For For Management 1.5 Elect Director Sir Robert Reid For For Management 1.6 Elect Director Frederic V. Salerno For For Management 1.7 Elect Director R.L. Sandor For For Management 1.8 Elect Director Frederick W. Schoenhut For For Management 1.9 Elect Director Jeffrey C. Sprecher For For Management 1.10 Elect Director Judith A. Sprieser For For Management 1.11 Elect Director Vincent Tese For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- J CREW GROUP INC Ticker: JCG Security ID: 46612H402 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 18, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Heather Reisman For For Management 1.2 Elect Director Stuart Sloan For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LEGG MASON, INC. Ticker: LM Security ID: 524901105 Meeting Date: JUL 18, 2006 Meeting Type: Annual Record Date: MAY 19, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl Bildt For For Management 1.2 Elect Director John E. Koerner III For For Management 1.3 Elect Director Cheryl Gordon Krongard For For Management 1.4 Elect Director James E. Ukrop For For Management 1.5 Elect Director W. Allen Reed For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MANITOWOC COMPANY, INC., THE Ticker: MTW Security ID: 563571108 Meeting Date: MAY 1, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Virgis W. Colbert For For Management 1.2 Elect Director Kenneth W. Krueger For For Management 1.3 Elect Director Robert C. Stift For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: OCT 25, 2006 Meeting Type: Annual Record Date: SEP 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Boehlke For For Management 1.2 Elect Director C. Douglas Marsh For For Management - -------------------------------------------------------------------------------- MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Marren For Withhold Management 1.2 Elect Director William E. Stevens For For Management 1.3 Elect Director James B. Williams For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: DEC 5, 2006 Meeting Type: Annual Record Date: OCT 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Appleton For For Management 1.2 Elect Director Teruaki Aoki For For Management 1.3 Elect Director James W. Bagley For For Management 1.4 Elect Director Mercedes Johnson For For Management 1.5 Elect Director Lawrence N. Mondry For For Management 1.6 Elect Director Gordon C. Smith For For Management 1.7 Elect Director Robert E. Switz For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Amend EEO Policy to Prohibit Against For Shareholder Discrimination Based on Sexual Orientation or Gender Identity - -------------------------------------------------------------------------------- MICROS SYSTEMS, INC. Ticker: MCRS Security ID: 594901100 Meeting Date: NOV 17, 2006 Meeting Type: Annual Record Date: OCT 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A.L. Giannopoulos For For Management 1.2 Elect Director Louis M. Brown, Jr. For For Management 1.3 Elect Director B. Gary Dando For For Management 1.4 Elect Director John G. Puente For For Management 1.5 Elect Director Dwight S. Taylor For For Management 1.6 Elect Director William S. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Stock Option Plan For For Management 4 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- NETWORK APPLIANCE, INC. Ticker: NTAP Security ID: 64120L104 Meeting Date: AUG 31, 2006 Meeting Type: Annual Record Date: JUL 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel J. Warmenhoven For For Management 1.2 Elect Director Donald T. Valentine For For Management 1.3 Elect Director Jeffry R. Allen For For Management 1.4 Elect Director Carol A. Bartz For For Management 1.5 Elect Director Alan L. Earhart For For Management 1.6 Elect Director Edward Kozel For For Management 1.7 Elect Director Mark Leslie For For Management 1.8 Elect Director Nicholas G. Moore For For Management 1.9 Elect Director George T. Shaheen For For Management 1.10 Elect Director Robert T. Wall For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NII HOLDINGS, INC. Ticker: NIHD Security ID: 62913F201 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Donovan For Withhold Management 1.2 Elect Director Steven P. Dussek For Withhold Management 1.3 Elect Director Steven M. Shindler For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NYSE EURONEXT Ticker: NYX Security ID: 629491101 Meeting Date: JUN 7, 2007 Meeting Type: Annual Record Date: APR 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellyn L. Brown For For Management 1.2 Elect Director Marshall N. Carter For For Management 1.3 Elect Director Sir George Cox For For Management 1.4 Elect Director Andre Dirckx For For Management 1.5 Elect Director William E. Ford For For Management 1.6 Elect Director Jan-Michiel Hessels For For Management 1.7 Elect Director Sylvain Hefes For For Management 1.8 Elect Director Dominique Hoenn For For Management 1.9 Elect Director Patrick Houel For For Management 1.10 Elect Director Shirley Ann Jackson For For Management 1.11 Elect Director James S. Mcdonald For For Management 1.12 Elect Director Duncan Mcfarland For For Management 1.13 Elect Director James J. Mcnulty For For Management 1.14 Elect Director Baron Jean Peterbroeck For For Management 1.15 Elect Director Alice M. Rivlin For For Management 1.16 Elect Director Ricardo Salgado For For Management 1.17 Elect Director Robert B. Shapiro For For Management 1.18 Elect Director Rijnhard Van Tets For For Management 1.19 Elect Director John A. Thain For For Management 1.20 Elect Director Jean-Francois Theodore For For Management 1.21 Elect Director Karl M. Von Der Heyden For For Management 1.22 Elect Director Sir Brian Williamson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PHILLIPS-VAN HEUSEN CORP. Ticker: PVH Security ID: 718592108 Meeting Date: JUN 19, 2007 Meeting Type: Annual Record Date: APR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Baglivo For For Management 1.2 Elect Director Emanuel Chirico For For Management 1.3 Elect Director Edward H. Cohen For For Management 1.4 Elect Director Joseph B. Fuller For For Management 1.5 Elect Director Margaret L. Jenkins For For Management 1.6 Elect Director Bruce Maggin For For Management 1.7 Elect Director V. James Marino For For Management 1.8 Elect Director Henry Nasella For For Management 1.9 Elect Director Rita M. Rodriguez For For Management 1.10 Elect Director Craig Rydin For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- POLYCOM, INC. Ticker: PLCM Security ID: 73172K104 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 10, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert C. Hagerty For For Management 1.2 Elect Director Michael R. Kourey For For Management 1.3 Elect Director Betsy S. Atkins For For Management 1.4 Elect Director John Seely Brown For Withhold Management 1.5 Elect Director David G. DeWalt For For Management 1.6 Elect Director Durk I. Jager For For Management 1.7 Elect Director John A. Kelley, Jr. For For Management 1.8 Elect Director William A. Owens For For Management 1.9 Elect Director Kevin T. Parker For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 16, 2006 Meeting Type: Annual Record Date: JUN 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Donegan For For Management 1.2 Elect Director Vernon E. Oechsle For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PSYCHIATRIC SOLUTIONS, INC. Ticker: PSYS Security ID: 74439H108 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W.F. Carpenter III For For Management 1.2 Elect Director Mark P. Clein For Withhold Management 1.3 Elect Director Richard D. Gore For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- RESMED, INC. Ticker: RMD Security ID: 761152107 Meeting Date: NOV 9, 2006 Meeting Type: Annual Record Date: SEP 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Farrell For For Management 1.2 Elect Director Gary Pace For For Management 1.3 Elect Director Ronald Taylor For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- RESPIRONICS, INC. Ticker: RESP Security ID: 761230101 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph C. Lawyer For For Management 1.2 Elect Director Sean C. Mcdonald For For Management 1.3 Elect Director Mylle H. Mangum For For Management 1.4 Elect Director John C. Miles Ii For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- SUNPOWER CORP. Ticker: SPWR Security ID: 867652109 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Steve Albrecht For For Management 1.2 Elect Director Betsy S. Atkins For For Management 1.3 Elect Director T.J. Rodgers For For Management 1.4 Elect Director Thomas H. Werner For For Management 1.5 Elect Director Pat Wood, III For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Marijn E. Dekkers For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER TELECOM, INC. Ticker: TWTC Security ID: 887319101 Meeting Date: JUN 6, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory J. Attorri For For Management 1.2 Elect Director Spencer B. Hays For For Management 1.3 Elect Director Larissa L. Herda For For Management 1.4 Elect Director Kevin W. Mooney For For Management 1.5 Elect Director Kirby G. Pickle For For Management 1.6 Elect Director Roscoe C. Young, II For For Management 2 Amend Articles/Bylaws/Charter-Restate For For Management certificate of Incorporation to remove Class B common stock provisions. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TITANIUM METALS CORP. Ticker: TIE Security ID: 888339207 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith R. Coogan For For Management 1.2 Elect Director Norman N. Green For For Management 1.3 Elect Director Glenn R. Simmons For For Management 1.4 Elect Director Harold C. Simmons For Withhold Management 1.5 Elect Director Thomas P. Stafford For For Management 1.6 Elect Director Steven L. Watson For For Management 1.7 Elect Director Paul J. Zucconi For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90078109 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: ROBERT L. LONG For For Management 2 ELECTION OF DIRECTOR: MARTIN B. MCNAMARA For For Management 3 ELECTION OF DIRECTOR: ROBERT M. SPRAGUE For For Management 4 ELECTION OF DIRECTOR: J. MICHAEL TALBERT For For Management 5 APPROVAL OF THE APPOINTMENT OF ERNST & For For Management YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007. - -------------------------------------------------------------------------------- VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Ticker: VSEA Security ID: 922207105 Meeting Date: FEB 5, 2007 Meeting Type: Annual Record Date: DEC 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Xun Chen For For Management 1.2 Elect Director Dennis G. Schmal For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERIFONE HOLDINGS INC Ticker: PAY Security ID: 92342Y109 Meeting Date: MAR 27, 2007 Meeting Type: Annual Record Date: FEB 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas G. Bergeron For For Management 1.2 Elect Director Craig A. Bondy For For Management 1.3 Elect Director James C. Castle For For Management 1.4 Elect Director Leslie G. Denend For For Management 1.5 Elect Director Alex W. Hart For For Management 1.6 Elect Director Robert B. Henske For For Management 1.7 Elect Director Charles R. Rinehart For For Management 1.8 Elect Director Collin E. Roche For For Management 2 Ratify Auditors For For Management ===================== BB&T SPECIAL OPPORTUNITES EQUITY VIF ===================== ACTIVISION, INC. Ticker: ATVI Security ID: 004930202 Meeting Date: SEP 14, 2006 Meeting Type: Annual Record Date: JUL 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Kotick For For Management 1.2 Elect Director Brian G. Kelly For For Management 1.3 Elect Director Ronald Doornink For For Management 1.4 Elect Director Robert J. Corti For For Management 1.5 Elect Director Barbara S. Isgur For For Management 1.6 Elect Director Robert J. Morgado For For Management 1.7 Elect Director Peter J. Nolan For For Management 1.8 Elect Director Richard Sarnoff For For Management 2 Ratify Auditors For For Management 3 Increase Board Diversity Against Against Shareholder 4 Other Business For Against Management - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frank J. Biondi, Jr. For For Management 2 Elect Director Jerry D. Choate For For Management 3 Elect Director Frank C. Herringer For For Management 4 Elect Director Gilbert S. Omenn For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Declassify the Board of Directors For For Management 8 Develop an Animal Welfare Policy Against Against Shareholder 9 Prepare a Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Eugene C. Fiedorek For For Management 2 Elect Director Patricia Albjerg Graham For Against Management 3 Elect Director F. H. Merelli For For Management 4 Elect Director Raymond Plank For For Management 5 Approve Omnibus Stock Plan For For Management 6 Company-Specific --Reimbursement of Proxy Against Against Shareholder Expenses - -------------------------------------------------------------------------------- ARM HOLDINGS PLC Ticker: ARMHY Security ID: 042068106 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE COMPANY S ANNUAL REPORT For For Management AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2006. 2 TO DECLARE A FINAL DIVIDEND IN RESPECT OF For For Management THE YEAR ENDED 31 DECEMBER 2006. 3 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT. 4 TO ELECT MS. K. O'DONOVAN AS A DIRECTOR. For For Management 5 TO ELECT MR. Y. K. SOHN AS A DIRECTOR. For For Management 6 TO RE-ELECT MR. W. EAST AS A DIRECTOR. For For Management 7 TO RE-ELECT MR. L. LANZA AS A DIRECTOR. For Against Management 8 Ratify Auditors For For Management 9 TO AUTHORISE THE DIRECTORS TO FIX THE For For Management REMUNERATION OF THE AUDITORS. 10 TO AUTHORISE THE COMPANY TO MAKE MARKET For For Management PURCHASES OF ITS OWN SHARES. 11 TO APPROVE ELECTRONIC COMMUNICATIONS AND For For Management RELATED CHANGES TO THE ARTICLES OF ASSOCIATION. 12 TO APPROVE AN INCREASE IN THE LIMIT ON For For Management DIRECTORS REMUNERATION. 13 TO APPROVE THE CREATION OF DISTRIBUTABLE For For Management RESERVES BY CAPITALISATION/REDUCTION OF CAPITAL. 14 TO APPROVE THE CANCELLATION OF CERTAIN For For Management SHARES. 15 TO REGULARISE 2006 INTERIM DIVIDEND AND For For Management APPROVE DEED OF RELEASE. 16 TO APPROVE THE INTRODUCTION OF A For For Management REPLACEMENT SAVINGS-RELATED SHARE OPTION SCHEME. - -------------------------------------------------------------------------------- C. R. BARD, INC. Ticker: BCR Security ID: 067383109 Meeting Date: APR 18, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Theodore E. Martin For For Management 1.2 Elect Director Anthony Welters For For Management 1.3 Elect Director Tony L. White For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHECKFREE CORP. Ticker: CKFR Security ID: 162813109 Meeting Date: NOV 1, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark A. Johnson For For Management 1.2 Elect Director Eugene F. Quinn For For Management 2 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 23, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For 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 For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Jeffrey A. Honickman For For Management 1.9 Elect Director Brian L. Roberts For For Management 1.10 Elect Director Ralph J. Roberts For For Management 1.11 Elect Director Judith Rodin For For Management 1.12 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Prohibit Executive Stock-Based Awards Against Against Shareholder 4 Separate Chairman and CEO Positions Against For Shareholder 5 Prepare Sustainability Report Against For Shareholder 6 Company-Specific -- Adopt Against For Shareholder Recapitalization Plan 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Report on Pay Disparity Against Against Shareholder 9 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- CONSOL ENERGY, INC. Ticker: CNX Security ID: 20854P109 Meeting Date: MAY 1, 2007 Meeting Type: Annual Record Date: MAR 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Whitmire For For Management 1.2 Elect Director J. Brett Harvey For For Management 1.3 Elect Director James E. Altmeyer, Sr. For Withhold Management 1.4 Elect Director William E. Davis For For Management 1.5 Elect Director Raj K. Gupta For For Management 1.6 Elect Director Patricia A. Hammick For For Management 1.7 Elect Director David C. Hardesty, Jr. For For Management 1.8 Elect Director John T. Mills For For Management 1.9 Elect Director William P. Powell For For Management 1.10 Elect Director Joseph T. Williams For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Emissions Against Against Shareholder - -------------------------------------------------------------------------------- CORNING INC. Ticker: GLW Security ID: 219350105 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Cummings, Jr. For For Management 1.2 Elect Director Eugene C. Sit For Withhold Management 1.3 Elect Director William D. Smithburg For Withhold Management 1.4 Elect Director Hansel E. Tookes Ii For Withhold Management 1.5 Elect Director Wendell P. Weeks For Withhold Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 31, 2007 Meeting Type: Annual Record Date: NOV 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin S. Carson For For Management 1.2 Elect Director William H. Gates For For Management 1.3 Elect Director Hamilton E. James For For Management 1.4 Elect Director Jill S. Ruckelshaus For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COVENTRY HEALTH CARE INC. Ticker: CVH Security ID: 222862104 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director L. Dale Crandall For For Management 1.2 Elect Director Elizabeth E. Tallett For For Management 1.3 Elect Director Allen F. Wise For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIGITAL INSIGHT CORP. Ticker: DGIN Security ID: 25385P106 Meeting Date: FEB 6, 2007 Meeting Type: Special Record Date: DEC 19, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arnold A. Allemang For For Management 1.2 Elect Director Jacqueline K. Barton For For Management 1.3 Elect Director James A. Bell For For Management 1.4 Elect Director Jeff M. Fettig For For Management 1.5 Elect Director Barbara H. Franklin For For Management 1.6 Elect Director John B. Hess For For Management 1.7 Elect Director Andrew N. Liveris For For Management 1.8 Elect Director Geoffery E. Merszei For For Management 1.9 WITHDRAWN None Withhold Management 1.10 Elect Director James M. Ringler For For Management 1.11 Elect Director Ruth G. Shaw For For Management 1.12 Elect Director Paul G. Stern For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Report on Remediation Policies in Bhopal Against Against Shareholder 5 Report on Genetically Modified Organisms Against Against Shareholder 6 Report on Environmental Remediation Against For Shareholder 7 Evaluate Potential Links Between Company Against Against Shareholder Products and Asthma - -------------------------------------------------------------------------------- EMDEON CORPORATION Ticker: HLTH Security ID: 290849108 Meeting Date: SEP 12, 2006 Meeting Type: Annual Record Date: JUL 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul A. Brooke For Withhold Management 1.2 Elect Director James V. Manning For For Management 1.3 Elect Director Martin J. Wygod For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FAIR ISAAC CORP. Ticker: FIC Security ID: 303250104 Meeting Date: FEB 12, 2007 Meeting Type: Annual Record Date: DEC 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. George Battle For For Management 1.2 Elect Director Andrew Cecere For For Management 1.3 Elect Director Tony J. Christianson For For Management 1.4 Elect Director Guy R. Henshaw For For Management 1.5 Elect Director Alex W. Hart For For Management 1.6 Elect Director Margaret L. Taylor For For Management 1.7 Elect Director William J. Lansing For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- J. B. HUNT TRANSPORT SERVICES, INC. Ticker: JBHT Security ID: 445658107 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wayne Garrison For For Management 1.2 Elect Director Gary Charles George For For Management 1.3 Elect Director Bryan Hunt For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael T. Strianese For For Management 1.2 Elect Director Claude R. Canizares For For Management 1.3 Elect Director Thomas A. Corcoran For For Management 1.4 Elect Director Alan H. Washkowitz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARKEL CORP. Ticker: MKL Security ID: 570535104 Meeting Date: MAY 14, 2007 Meeting Type: Annual Record Date: MAR 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Alfred Broaddus, Jr. For For Management 1.2 Elect Director Douglas C. Eby For For Management 1.3 Elect Director Leslie A. Grandis For Withhold Management 1.4 Elect Director Stewart M. Kasen For For Management 1.5 Elect Director Alan I. Kirshner For For Management 1.6 Elect Director Lemuel E. Lewis For For Management 1.7 Elect Director Anthony F. Markel For For Management 1.8 Elect Director Steven A. Markel For For Management 1.9 Elect Director Jay M. Weinberg For For Management 2 Ratify Auditors For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan - -------------------------------------------------------------------------------- MEDCATH CORP. Ticker: MDTH Security ID: 58404W109 Meeting Date: MAR 1, 2007 Meeting Type: Annual Record Date: JAN 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adam H. Clammer For For Management 1.2 Elect Director Edward A. Gilhuly For For Management 1.3 Elect Director Paul B. Queally For For Management 1.4 Elect Director Jacque J. Sokolov For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NABORS INDUSTRIES, LTD. Ticker: NBR Security ID: G6359F103 Meeting Date: JUN 5, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alexander M. Knaster For For Management 1.2 Elect Director James L. Payne For For Management 1.3 Elect Director Hans W. Schmidt For For Management 2 Ratify Auditors For For Management 3 SHAREHOLDER PROPOSAL TO PERMIT Against For Shareholder SHAREHOLDERS TO VOTE ON AN ADVISORY RESOLUTION TO RATIFY THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 4 SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR Against For Shareholder SUPERIOR PERFORMANCE STANDARD IN THE COMPANY S EXECUTIVE COMPENSATION PLAN FOR SENIOR EXECUTIVES. - -------------------------------------------------------------------------------- NALCO HOLDING COMPANY Ticker: NLC Security ID: 62985Q101 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Joyce For For Management 1.2 Elect Director Rodney F. Chase For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- NOBLE CORPORATION Ticker: NE Security ID: G65422100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Cawley For For Management 1.2 Elect Director Luke R. Corbett For For Management 1.3 Elect Director Jack E. Little For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SLM CORP. Ticker: SLM Security ID: 78442P106 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ann Torre Bates For For Management 1.2 Elect Director Charles L. Daley For For Management 1.3 Elect Director W.M. Diefenderfer III For For Management 1.4 Elect Director Thomas J. Fitzpatrick For For Management 1.5 Elect Director Diane Suitt Gilleland For For Management 1.6 Elect Director Earl A. Goode For For Management 1.7 Elect Director Ronald F. Hunt For For Management 1.8 Elect Director Benjamin J. Lambert III For For Management 1.9 Elect Director Albert L. Lord For For Management 1.10 Elect Director Barry A. Munitz For For Management 1.11 Elect Director A. Alexander Porter, Jr For For Management 1.12 Elect Director Wolfgang Schoellkopf For For Management 1.13 Elect Director Steven L. Shapiro For For Management 1.14 Elect Director Barry L. Williams For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SMITHFIELD FOODS, INC. Ticker: SFD Security ID: 832248108 Meeting Date: AUG 30, 2006 Meeting Type: Annual Record Date: JUL 12, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph W. Luter, III For For Management 1.2 Elect Director Wendell H. Murphy For For Management 1.3 Elect Director C. Larry Pope For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Sustainability Report Against For Shareholder 5 Report on Animal Welfare Standards Against Against Shareholder 6 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen C. Barrett For Withhold Management 1.2 Elect Director David W. Biegler For For Management 1.3 Elect Director Louis E. Caldera For For Management 1.4 Elect Director C. Webb Crockett For Withhold Management 1.5 Elect Director William H. Cunningham, For For Management Ph.D. 1.6 Elect Director Travis C. Johnson For For Management 1.7 Elect Director Herbert D. Kelleher For Withhold Management 1.8 Elect Director Gary C. Kelly For Withhold Management 1.9 Elect Director Nancy B. Loeffler For Withhold Management 1.10 Elect Director John T. Montford For For Management 2 Reduce Supermajority Vote Requirement For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Ratify Auditors For For Management 5 Company Specific-Adopt Simple Majority Against Against Shareholder Vote - -------------------------------------------------------------------------------- SYMANTEC CORP. Ticker: SYMC Security ID: 871503108 Meeting Date: SEP 13, 2006 Meeting Type: Annual Record Date: JUL 17, 2006 # 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 David L. Mahoney For For Management 1.4 Elect Director Robert S. Miller For Withhold Management 1.5 Elect Director George Reyes For For Management 1.6 Elect Director David Roux For For Management 1.7 Elect Director Daniel H. Schulman For For Management 1.8 Elect Director John W. Thompson For For Management 1.9 Elect Director V. Paul Unruh For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 29, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Ballard, Jr. For For Management 1.2 Elect Director Richard T. Burke For For Management 1.3 Elect Director Stephen J. Hemsley For For Management 1.4 Elect Director Robert J. Darretta For For Management 2 Company Specific--Majority Vote for the For For Management Election of Directors 3 Declassify the Board of Directors For For Management 4 Reduce Supermajority Vote Requirement for For For Management Removal of Directors 5 Reduce Supermajority Vote Requirement For For Management 6 Amend Articles-Make Stylistic, Clarifying For For Management and Conforming Changes 7 Ratify Auditors For For Management 8 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 9 Establish SERP Policy Against For Shareholder 10 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 11 Equal Access to the Proxy for Purpose of Against For Shareholder Electing a Director - -------------------------------------------------------------------------------- WEATHERFORD INTERNATIONAL LTD Ticker: WFT Security ID: G95089101 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION AS DIRECTOR: NICHOLAS F. BRADY For For Management 2 ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For For Management 3 ELECTION AS DIRECTOR: DAVID J. BUTTERS For For Management 4 ELECTION AS DIRECTOR: ROBERT B. MILLARD For For Management 5 ELECTION AS DIRECTOR: BERNARD J. For For Management DUROC-DANNER 6 ELECTION AS DIRECTOR: ROBERT K. MOSES, For For Management JR. 7 ELECTION AS DIRECTOR: SHELDON B. LUBAR For For Management 8 ELECTION AS DIRECTOR: ROBERT A. RAYNE For For Management 9 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John S. Chen For For Management 1.2 Elect Director Lloyd H. Dean For For Management 1.3 Elect Director Susan E. Engel For For Management 1.4 Elect Director Enrique Hernandez, Jr. For For Management 1.5 Elect Director Robert L. Joss For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For Against Management 1.9 Elect Director Nicholas G. Moore For For Management 1.10 Elect Director Philip J. Quigley For Against Management 1.11 Elect Director Donald B. Rice For Against Management 1.12 Elect Director Judith M. Runstad For For Management 1.13 Elect Director Stephen W. Sanger For For Management 1.14 Elect Director Susan G. Swenson For For Management 1.15 Elect Director John G. Stumpf For For Management 1.16 Elect Director Michael W. Wright For Against Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against For Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Establish SERP Policy Against For Shareholder 6 Report on Racial and Ethnic Disparities Against Against Shareholder in Loan Pricing 7 Report on Emission Reduction Goals Against For Shareholder - -------------------------------------------------------------------------------- XM SATELLITE RADIO HOLDINGS INC. Ticker: XMSR Security ID: 983759101 Meeting Date: MAY 25, 2007 Meeting Type: Annual Record Date: APR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary M. Parsons For For Management 1.2 Elect Director Hugh Panero For For Management 1.3 Elect Director Nathaniel A. Davis For For Management 1.4 Elect Director Joan L. Amble For For Management 1.5 Elect Director Thomas J. Donohue For For Management 1.6 Elect Director Eddy W. Hartenstein For For Management 1.7 Elect Director Chester A. Huber, Jr. For For Management 1.8 Elect Director John Mendel For For Management 1.9 Elect Director Jarl Mohn For For Management 1.10 Elect Director Jack Shaw For For Management 1.11 Elect Director Jeffrey D. Zients For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Terry S. Semel For For Management 2 Elect Director Jerry Yang For For Management 3 Elect Director Roy J. Bostock For Against Management 4 Elect Director Ronald W. Burkle For Against Management 5 Elect Director Eric Hippeau For For Management 6 Elect Director Vyomesh Joshi For For Management 7 Elect Director Arthur H. Kern For Against Management 8 Elect Director Robert A. Kotick For For Management 9 Elect Director Edward R. Kozel For For Management 10 Elect Director Gary L. Wilson For For Management 11 Amend Omnibus Stock Plan For For Management 12 Amend Qualified Employee Stock Purchase For For Management Plan 13 Ratify Auditors For For Management 14 Pay For Superior Performance Against For Shareholder 15 Adopt Policies to Protect Freedom of Against For Shareholder Access to the Internet 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- YUM BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Dorman For For Management 1.2 Elect Director Massimo Ferragamo For For 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 For Management 1.6 Elect Director Kenneth G. Langone For For 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 For Management 1.10 Elect Director Thomas M. Ryan For For Management 1.11 Elect Director Jackie Trujillo For For Management 2 Ratify Auditors For For Management 3 Adopt MacBride Principles Against Against Shareholder 4 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 5 Pay For Superior Performance Against For Shareholder 6 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote 7 Report on Sustainable Fish/Seafood Against Against Shareholder Sourcing Policies 8 Report on Animal Welfare Policies Against Against Shareholder ========================== BB&T TOTAL RETURN BOND VIF ========================== This Fund received no proxies for the reporting period. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant BB&T Variable Insurance Funds ---------------------------------------------------------------------- By (Signature and Title)* /s/ Keith F. Karlawish ------------------------------------------------------- Keith F. Karlawish, President (Principal Executive Officer) Date August 22, 2007 ---------------------------------------------------------------------------- *Print the name and title of each signing officer under his or her signature.