UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                    ________________________________________

                                   FORM N-PX

                    ________________________________________

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number: 811-2514

                    ________________________________________

                               ING VARIABLE FUNDS
               (Exact name of registrant as specified in charter)

                    ________________________________________

                         7337 E. Doubletree Ranch Road
                              Scottsdale, AZ 85258
              (Address of principal executive offices) (Zip code)


                    (Name and address of agent for service)

                            Theresa K. Kelety, Esq.
                              ING Investments, LLC
                         7337 E. Doubletree Ranch Road
                             Scottsdale, AZ 85258

                                With copies to:

                             Philip H. Newman, Esq.
                              Goodwin Procter, LLP
                                 Exchange Place
                                53 State Street
                                Boston, MA 02109


       Registrant's telephone number, including area code: (800) 992-0180

                    ________________________________________


Date of fiscal year end: December 31

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

Item 1. Proxy Voting Record

******************************* FORM N-PX REPORT *******************************


ICA File Number: 811-02514
Reporting Period: 07/01/2007 - 06/30/2008
ING Variable Funds


====================== ING VP GROWTH AND INCOME PORTFOLIO ======================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director W.A. Osborn                For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell, Jr.             For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott, III            For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Human Rights Policy to Address      Against   Against    Shareholder
      Access to Medicines
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: SEP 27, 2007   Meeting Type: Annual
Record Date:  JUL 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kotick           For       Withhold   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       Withhold   Management
1.6   Elect Director Robert J. Morgado          For       Withhold   Management
1.7   Elect Director Peter J. Nolan             For       Withhold   Management
1.8   Elect Director Richard Sarnoff            For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Increase Board Diversity                  Against   Against    Shareholder
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officer's Compensation


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward W. Barnholt         For       For        Management
2     Elect Director Michael R. Cannon          For       For        Management
3     Elect Director James E. Daley             For       For        Management
4     Elect Director Charles M. Geschke         For       For        Management
5     Elect Director Shantanu Narayen           For       For        Management
6     Elect Director Delbert W. Yocam           For       For        Management
7     Amend Omnibus Stock Plan                  For       For        Management
8     Ratify Auditors                           For       For        Management


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AIR PRODUCTS & CHEMICALS, INC.

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

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


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ALTRIA GROUP, INC.

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

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


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AMPHENOL CORP.

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald P. Badie            For       For        Management
1.2   Elect Director Dean H. Secord             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director August A. Busch III        For       For        Management
1.2   Elect Director August A. Busch IV         For       For        Management
1.3   Elect Director Carlos Fernandez G.        For       For        Management
1.4   Elect Director James R. Jones             For       For        Management
1.5   Elect Director Joyce M. Roche             For       For        Management
1.6   Elect Director Henry Hugh Shelton         For       For        Management
1.7   Elect Director Patrick T. Stokes          For       For        Management
1.8   Elect Director Andrew C. Taylor           For       For        Management
1.9   Elect Director Douglas A. Warner III      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Charitable Contributions        Against   Against    Shareholder
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Cashman           For       For        Management
1.2   Elect Director W.R. McDermott             For       For        Management
1.3   Elect Director John F. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management


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APACHE CORP.

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

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


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APPLE, INC.

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

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


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ARRIS GROUP INC

Ticker:       ARRS           Security ID:  04269Q100
Meeting Date: DEC 14, 2007   Meeting Type: Special
Record Date:  NOV 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Adjourn Meeting                           For       For        Management


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ASSOCIATED BANC-CORP.

Ticker:       ASBC           Security ID:  045487105
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul S. Beideman           For       For        Management
1.2   Elect Director Ruth M. Crowley            For       For        Management
1.3   Elect Director Robert C. Gallagher        For       For        Management
1.4   Elect Director William R. Hutchinson      For       For        Management
1.5   Elect Director Eileen A. Kamerick         For       For        Management
1.6   Elect Director Richard T. Lommen          For       For        Management
1.7   Elect Director John C. Meng               For       For        Management
1.8   Elect Director Carlos E. Santiago         For       For        Management
1.9   Elect Director John C. Seramur            For       For        Management
2     Ratify Auditors                           For       For        Management


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AT&T INC

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

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


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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Don Cornwell            For       For        Management
1.2   Elect Director Edward T. Fogarty          For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director Andrea Jung                For       For        Management
1.5   Elect Director Maria Elena Lagomasino     For       For        Management
1.6   Elect Director Ann S. Moore               For       For        Management
1.7   Elect Director Paul S. Pressler           For       For        Management
1.8   Elect Director Gary M. Rodkin             For       For        Management
1.9   Elect Director Paula Stern                For       For        Management
1.10  Elect Director Lawrence A. Weinbach       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Nanomaterial Product Safety     Against   Against    Shareholder


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BANK OF AMERICA CORP.

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

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


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BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 11, 2007   Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jim C. Cowart              For       For        Management
1.2   Elect Director Arthur E. Wegner           For       For        Management
2     Implement MacBride Principles             Against   Against    Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2007   Meeting Type: Annual
Record Date:  SEP 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol A. Bartz             For       For        Management
2     Elect Director M. Michele Burns           For       For        Management
3     Elect Director Michael D. Capellas        For       For        Management
4     Elect Director Larry R. Carter            For       For        Management
5     Elect Director John T. Chambers           For       For        Management
6     Elect Director Brian L. Halla             For       For        Management
7     Elect Director Dr. John L. Hennessy       For       For        Management
8     Elect Director Richard M. Kovacevich      For       For        Management
9     Elect Director Roderick C. McGeary        For       For        Management
10    Elect Director Michael K. Powell          For       For        Management
11    Elect Director Steven M. West             For       For        Management
12    Elect Director Jerry Yang                 For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Ratify Auditors                           For       For        Management
16    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
17    Pay For Superior Performance              Against   Against    Shareholder
18    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation          Against   Against    Shareholder


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     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 Sir Winfried Bischoff      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 Andrew N. Liveris          For       For        Management
8     Elect Director Anne Mulcahy               For       For        Management
9     Elect Director Vikram Pandit              For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Judith Rodin               For       For        Management
12    Elect Director Robert E. Rubin            For       For        Management
13    Elect Director Robert L. Ryan             For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Disclose Prior Government Service         Against   Against    Shareholder
17    Report on Political Contributions         Against   Against    Shareholder
18    Limit Executive Compensation              Against   Against    Shareholder
19    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
20    Report on the Equator Principles          Against   Against    Shareholder
21    Adopt Employee Contract                   Against   Against    Shareholder
22    Amend GHG Emissions Policies to Limit     Against   Against    Shareholder
      Coal Financing
23    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
24    Require Independent Board Chairman        Against   Against    Shareholder
25    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
26    Indicate If You Would Like to Keep Your   None      Against    Management
      Vote Confidential Under Current Policy


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COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Herbert A. Allen           For       For        Management
2     Elect Director Ronald W. Allen            For       For        Management
3     Elect Director Cathleen P. Black          For       For        Management
4     Elect Director Barry Diller               For       For        Management
5     Elect Director Alexis M. Herman           For       For        Management
6     Elect Director E. Neville Isdell          For       For        Management
7     Elect Director Muhtar Kent                For       For        Management
8     Elect Director Donald R. Keough           For       For        Management
9     Elect Director Donald F. McHenry          For       For        Management
10    Elect Director Sam Nunn                   For       For        Management
11    Elect Director James D. Robinson III      For       For        Management
12    Elect Director Peter V. Ueberroth         For       For        Management
13    Elect Director Jacob Wallenberg           For       For        Management
14    Elect Director James B. Williams          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Stock Option Plan                 For       For        Management
17    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 23, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert W. Howe             For       For        Management
2     Elect Director Robert E. Weissman         For       For        Management
3     Ratify Auditors                           For       For        Management


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COOPER INDUSTRIES LTD

Ticker:       CBE            Security ID:  G24182100
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   ELECT DIRECTOR R.M. DEVLIN                For       For        Management
1.2   ELECT DIRECTOR L.A. HILL                  For       For        Management
1.3   ELECT DIRECTOR J.J. POSTL                 For       For        Management
2     APPOINT ERNST & YOUNG LLP AS INDEPENDENT  For       For        Management
      AUDITORS  FOR THE YEAR ENDING 12/31/2008.
3     APPROVE THE AMENDED AND RESTATED STOCK    For       For        Management
      INCENTIVE PLAN.
4     SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against   Against    Shareholder
      IMPLEMENT A CODE OF CONDUCT BASED ON
      INTERNATIONAL LABOR ORGANIZATION HUMAN
      RIGHTS STANDARDS.


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CULLEN/FROST BANKERS, INC.

Ticker:       CFR            Security ID:  229899109
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Denny Alexander         For       For        Management
1.2   Elect Director Carlos Alvarez             For       For        Management
1.3   Elect Director Royce S. Caldwell          For       For        Management
1.4   Elect Director Ida Clement Steen          For       For        Management
2     Ratify Auditors                           For       For        Management


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CVS CAREMARK CORP

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

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


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DELL INC.

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

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


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DEUTSCHE BOERSE AG

Ticker:                      Security ID:  D1882G119
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports for Fiscal 2007
      (Non-Voting)
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.10 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2007
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2007
5a    Elect Konrad Hummler to the Supervisory   For       For        Management
      Board
5b    Elect David Krell to the Supervisory      For       For        Management
      Board
6     Approve Creation of EUR 14.8 Million Pool For       For        Management
      of Capital without Preemptive Rights
7     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares
8     Approve Affiliation Agreement with        For       For        Management
      Subsidiary Deutsche Boerse
      Dienstleistungs AG
9     Approve Affiliation Agreement with        For       For        Management
      Subsidiary Deutsche Boerse Systems AG
10    Approve Decrease in Size of Supervisory   For       For        Management
      Board to 18 Members
11    Amend Articles Re: Quorum for Supervisory For       For        Management
      Board Decisions
12    Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal 2008


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DYNEGY, INC.

Ticker:       DYN            Security ID:  26817G102
Meeting Date: JUL 18, 2007   Meeting Type: Annual
Record Date:  MAY 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Biegler           For       For        Management
1.2   Elect Director Thomas D. Clark, Jr.       For       For        Management
1.3   Elect Director Victor E. Grijalva         For       For        Management
1.4   Elect Director Patricia A. Hammick        For       For        Management
1.5   Elect Director Robert C. Oelkers          For       For        Management
1.6   Elect Director George L. Mazanec          For       For        Management
1.7   Elect Director William L. Trubeck         For       For        Management
1.8   Elect Director Bruce A. Williamson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Pay For Superior Performance              Against   Against    Shareholder


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Fred D. Anderson           For       For        Management
2     Elect Director Edward W. Barnholt         For       For        Management
3     Elect Director Scott D. Cook              For       For        Management
4     Elect Director John J. Donahoe            For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Ratify Auditors                           For       For        Management


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 26, 2007   Meeting Type: Annual
Record Date:  JUN 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Leonard S. Coleman         For       For        Management
2     Elect Director Gary M. Kusin              For       For        Management
3     Elect Director Gregory B. Maffei          For       For        Management
4     Elect Director Timothy Mott               For       For        Management
5     Elect Director Vivek Paul                 For       For        Management
6     Elect Director Lawrence F. Probst, III    For       For        Management
7     Elect Director John S. Riccitiello        For       For        Management
8     Elect Director Richard A. Simonson        For       For        Management
9     Elect Director Linda J. Srere             For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
12    Approve Executive Incentive Bonus Plan    For       For        Management
13    Ratify Auditors                           For       For        Management


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

EMC CORP.

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

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


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Bruce DeMars               For       For        Management
2     Elect Director Nelson A. Diaz             For       For        Management
3     Elect Director Paul L. Joskow             For       For        Management
4     Elect Director John W. Rowe               For       For        Management
5     Ratify Auditors                           For       For        Management
6     Report on Global Warming                  Against   Against    Shareholder


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

EXXON MOBIL CORP.

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

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


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

FAIRPOINT COMMUNICATIONS, INC

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

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


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

FOSTER WHEELER LTD

Ticker:       FWLT           Security ID:  G36535139
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack A. Fusco             For       For        Management
1.2   Elect  Director Edward G. Galante         For       For        Management
1.3   Elect  Director Raymond J. Milchovich     For       For        Management
2     APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP For       For        Management
      AS FOSTER WHEELER LTD. S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2008 AND AUTHORIZATION OF THE BOARD,
      THROUGH THE AUDIT COMMITTEE, TO SET THE
      FIRM S REMUNERATION.


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

FREEPORT-MCMORAN COPPER & GOLD INC.

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

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


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

GEA GROUP AG (FORMERLY MG TECHNOLOGIES AG)

Ticker:       G1A            Security ID:  D28304109
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports for Fiscal 2007
      (Non-Voting)
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.20 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2007
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2007
5     Ratify Deloitte & Touche GmbH as Auditors For       For        Management
      for Fiscal 2008
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares
7     Amend Articles Re: Allow Electronic       For       For        Management
      Distribution of Company Communications
8     Amend Articles Re: Allow the Management   For       For        Management
      Board to Determine Form and Content of
      Share Certificates
9     Approve Remuneration of Supervisory Board For       For        Management


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

GENERAL ELECTRIC CO.

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

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


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

GLOBALSANTAFE CORPORATION (FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: NOV 9, 2007    Meeting Type: Court
Record Date:  OCT 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE SCHEME OF ARRANGEMENT,    For       For        Management
      ATTACHED TO THE ACCOMPANYING JOINT PROXY
      STATEMENT AS ANNEX H. TO BE VOTED ON AT
      THE FIRST PART OF THE SHAREHOLDERS
      MEETING, WHICH PART IS CONVENED PURSUANT
      TO THE ORDER OF THE GRAND COURT OF THE
      CAYMAN ISLANDS.
2     APPROVAL OF THE SCHEME OF ARRANGEMENT,    For       For        Management
      ATTACHED TO THE ACCOMPANYING JOINT PROXY
      STATEMENT AS ANNEX H. TO BE VOTED ON AT
      THE SECOND PART OF THE SHAREHOLDERS
      MEETING, WHICH PART IS CONVENED IN
      ACCORDANCE WITH THE ARTICLES OF
      ASSOCIATION.


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

GOOGLE INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       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     Adopt Internet Censorship Policies        Against   Against    Shareholder
5     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan M. Bennett            For       For        Management
2     Elect Director James R. Boyd              For       For        Management
3     Elect Director Milton Carroll             For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director S. Malcolm Gillis          For       For        Management
6     Elect Director James T. Hackett           For       For        Management
7     Elect Director David J. Lesar             For       For        Management
8     Elect Director J. Landis Martin           For       For        Management
9     Elect Director Jay A. Precourt            For       For        Management
10    Elect Director Debra L. Reed              For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Adopt Human Rights Policy                 Against   Against    Shareholder
14    Report on Political Contributions         Against   Against    Shareholder
15    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

HOME DEPOT, INC.

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

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


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

HOSPIRA, INC.

Ticker:       HSP            Security ID:  441060100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irving W. Bailey, II       For       For        Management
1.2   Elect Director Ronald A. Matricaria       For       For        Management
1.3   Elect Director Jacque J. Sokolov          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ING FUNDS TRUST

Ticker:                      Security ID:  45683V647
Meeting Date: NOV 21, 2007   Meeting Type: Special
Record Date:  JUL 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Colleen D. Baldwin          For       For        Management
1.2   Elect Trustee John V. Boyer               For       For        Management
1.3   Elect Trustee Patricia W. Chadwick        For       For        Management
1.4   Elect Trustee Robert W. Crispin           For       For        Management
1.5   Elect Trustee Peter S. Drotch             For       For        Management
1.6   Elect Trustee J. Michael Earley           For       For        Management
1.7   Elect Trustee Patrick W. Kenny            For       For        Management
1.8   Elect Trustee Shaun P. Mathews            For       For        Management
1.9   Elect Trustee Sheryl K. Pressler          For       For        Management
1.10  Elect Trustee David W. C. Putnam          For       For        Management
1.11  Elect Trustee Roger B. Vincent            For       For        Management


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

INTEL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       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 Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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

INVESCO LTD. (FORMERLY INVESCO PLC)

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: REX D. ADAMS        For       For        Management
2     ELECTION OF DIRECTOR: SIR JOHN BANHAM     For       For        Management
3     ELECTION OF DIRECTOR: DENIS KESSLER       For       For        Management
4     Ratify Auditors                           For       For        Management
5     APPROVAL OF 2008 GLOBAL EQUITY INCENTIVE  For       For        Management
      PLAN
6     APPROVAL OF EXECUTIVE INCENTIVE BONUS     For       For        Management
      PLAN


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

INVESCO LTD. (FORMERLY INVESCO PLC)

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

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


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

INVESCO PLC (FORMERLY AMVESCAP PLC)

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

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


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

INVESCO PLC (FORMERLY AMVESCAP PLC)

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

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


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

JOHNSON & JOHNSON

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       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 Wiliam D. Perez            For       For        Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       For        Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 23, 2008   Meeting Type: Annual
Record Date:  NOV 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Natalie A. Black           For       For        Management
1.2   Elect Director Robert A. Cornog           For       For        Management
1.3   Elect Director William H. Lacy            For       For        Management
1.4   Elect Director Stephen A. Roell           For       For        Management
2     Ratify Auditors                           For       For        Management


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

JPMORGAN CHASE & CO.

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

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


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

KIMBERLY-CLARK CORP.

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

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


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven A. Burd             For       For        Management
2     Elect Director Wayne Embry                For       For        Management
3     Elect Director John F. Herma              For       For        Management
4     Elect Director William S. Kellogg         For       For        Management
5     Elect Director Kevin Mansell              For       For        Management
6     Elect Director R. Lawrence Montgomery     For       For        Management
7     Elect Director Frank V. Sica              For       For        Management
8     Elect Director Peter M. Sommerhauser      For       For        Management
9     Elect Director Stephanie A. Streeter      For       For        Management
10    Elect Director Stephen E. Watson          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
13    Pay For Superior Performance              Against   Against    Shareholder


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ajay Banga                 For       For        Management
1.2   Elect Director Jan Bennink                For       For        Management
1.3   Elect Director Myra M. Hart               For       For        Management
1.4   Elect Director Lois D. Juliber            For       For        Management
1.5   Elect Director  Mark D. Ketchum           For       For        Management
1.6   Elect Director Richard A. Lerner          For       For        Management
1.7   Elect Director John C. Pope               For       For        Management
1.8   Elect Director Fredric G. Reynolds        For       For        Management
1.9   Elect Director Irene B. Rosenfeld         For       For        Management
1.10  Elect Director Mary L. Schapiro           For       For        Management
1.11  Elect Director Deborah C. Wright          For       For        Management
1.12  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management


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

LEHMAN BROTHERS HOLDINGS INC.

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

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


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

LOCKHEED MARTIN CORP.

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

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


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: OCT 19, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF ONE DIRECTOR: PAUL R. GRAY,   For       Against    Management
      PH.D.
2     Ratify Auditors                           For       For        Management
3     TO APPROVE THE 2007 DIRECTOR STOCK        For       Against    Management
      INCENTIVE PLAN.


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ralph Alvarez              For       For        Management
2     Elect Director Susan E. Arnold            For       For        Management
3     Elect Director Richard H. Lenny           For       For        Management
4     Elect Director Cary D. McMillan           For       For        Management
5     Elect Director Sheila A. Penrose          For       For        Management
6     Elect Director James A. Skinner           For       For        Management
7     Ratify Auditors                           For       For        Management


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

MERCK & CO., INC.

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

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


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 13, 2007   Meeting Type: Annual
Record Date:  SEP 7, 2007

#     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.         For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director Reed Hastings              For       For        Management
7     Elect Director David F. Marquardt         For       For        Management
8     Elect Director Charles H. Noski           For       For        Management
9     Elect Director Helmut Panke               For       For        Management
10    Elect Director Jon A. Shirley             For       For        Management
11    Ratify Auditors                           For       For        Management
12    Adopt Policies to Protect Freedom of      Against   Against    Shareholder
      Access to the Internet
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

NINTENDO CO. LTD.

Ticker:       7974           Security ID:  J51699106
Meeting Date: JUN 27, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with a      For       For        Management
      Final Dividend of JY 1120
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
2.13  Elect Director                            For       For        Management
3.1   Appoint Internal Statutory Auditor        For       For        Management
3.2   Appoint Internal Statutory Auditor        For       Against    Management


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

NRG ENERGY INC

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

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


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles K. Gifford         For       For        Management
1.2   Elect Director Paul A. La Camera          For       For        Management
1.3   Elect Director Sherry H. Penney           For       For        Management
1.4   Elect Director William C. Van Faasen      For       For        Management
2     Ratify Auditors                           For       For        Management


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

NYSE EURONEXT

Ticker:       NYX            Security ID:  629491101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     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 William E. Ford            For       For        Management
1.5   Elect Director Sylvain Hefes              For       For        Management
1.6   Elect Director Jan-Michiel Hessels        For       For        Management
1.7   Elect Director Dominique Hoenn            For       For        Management
1.8   Elect Director Shirley Ann Jackson        For       For        Management
1.9   Elect Director James S. McDonald          For       For        Management
1.10  Elect Director Duncan McFarland           For       For        Management
1.11  Elect Director James J. McNulty           For       For        Management
1.12  Elect Director Duncan L. Niederauer       For       For        Management
1.13  Elect Director Baron Jean Peterbroeck     For       For        Management
1.14  Elect Director Alice M. Rivlin            For       For        Management
1.15  Elect Director Ricardo Salgado            For       For        Management
1.16  Elect Director Jean-Francois Theodore     For       For        Management
1.17  Elect Director Rijnhard van Tets          For       For        Management
1.18  Elect Director Sir Brian Williamson       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Issuance of Stock Certificate of  Against   Against    Shareholder
      Ownership of NYSE Euronext


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

ORACLE CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       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       For        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 Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
5     Issue an Open Source Report               Against   Against    Shareholder


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

PEOPLE'S UNITED FINANCIAL, INC.

Ticker:       PBCT           Security ID:  712704105
Meeting Date: OCT 18, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Janet M. Hansen            For       For        Management
1.2   Elect Director Jeremiah J. Lowney, Jr.    For       For        Management
2     Approve Restricted Stock Plan             For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Ratify Auditors                           For       For        Management


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

PEOPLE'S UNITED FINANCIAL, INC.

Ticker:       PBCT           Security ID:  712704105
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Collin P. Baron            For       For        Management
1.2   Elect Director Richard M. Hoyt            For       For        Management
1.3   Elect Director Philip R. Sherringham      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Ratify Auditors                           For       For        Management


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

PEPSICO, INC.

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

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


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director William H. Gray, III       For       For        Management
7     Elect Director Constance J. Horner        For       For        Management
8     Elect Director William R. Howell          For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director Dana G. Mead               For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director William C. Steere, Jr.     For       For        Management
15    Ratify Auditors                           For       For        Management
16    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
17    Require Independent Board Chairman        Against   Against    Shareholder


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

PG&E CORP.

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

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


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

PNC FINANCIAL SERVICES GROUP, INC.

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

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


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 14, 2007   Meeting Type: Annual
Record Date:  JUN 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter R. Bridenbaugh       For       For        Management
1.2   Elect Director Steven G. Rothmeier        For       For        Management
1.3   Elect Director Rick Schmidt               For       For        Management
1.4   Elect Director Daniel J. Murphy           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

PROCTER & GAMBLE COMPANY, THE

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

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


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

PROTECTIVE LIFE CORP.

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

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


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 11, 2008   Meeting Type: Annual
Record Date:  JAN 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Donald G. Cruickshank      For       For        Management
1.3   Elect Director Raymond V. Dittamore       For       For        Management
1.4   Elect Director Irwin Mark Jacobs          For       For        Management
1.5   Elect Director Paul E. Jacobs             For       For        Management
1.6   Elect Director Robert E. Kahn             For       For        Management
1.7   Elect Director Sherry Lansing             For       For        Management
1.8   Elect Director Duane A. Nelles            For       Withhold   Management
1.9   Elect Director Marc I. Stern              For       For        Management
1.10  Elect Director Brent Scowcroft            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: AUG 30, 2007   Meeting Type: Special
Record Date:  JUL 26, 2007

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


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

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

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


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Wallman            For       For        Management
1.2   Elect Director Christopher Wright         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

ROYAL DUTCH SHELL PLC

Ticker:       RDS.A          Security ID:  780259206
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF ANNUAL REPORT & ACCOUNTS      For       For        Management
2     APPROVAL OF REMUNERATION REPORT           For       For        Management
3     ELECTION OF DR. JOSEF ACKERMANN AS A      For       For        Management
      DIRECTOR OF THE COMPANY
4     RE-ELECTION OF SIR PETER JOB AS A         For       For        Management
      DIRECTOR OF THE COMPANY
5     RE-ELECTION OF LAWRENCE RICCIARDI AS A    For       For        Management
      DIRECTOR OF THE COMPANY
6     RE-ELECTION OF PETER VOSER AS A DIRECTOR  For       For        Management
      OF THE COMPANY
7     Ratify Auditors                           For       For        Management
8     REMUNERATION OF AUDITORS                  For       For        Management
9     AUTHORITY TO ALLOT SHARES                 For       For        Management
10    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
11    AUTHORITY TO PURCHASE OWN SHARES          For       For        Management
12    AUTHORITY FOR CERTAIN DONATIONS AND       For       For        Management
      EXPENDITURE
13    AMENDMENTS TO LONG-TERM INCENTIVE PLAN    For       For        Management
14    AMENDMENTS TO RESTRICTED SHARE PLAN       For       For        Management
15    ADOPTION OF NEW ARTICLES OF ASSOCIATION   For       For        Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P. Camus                  For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director N. Kudryavtsev            For       For        Management
1.6   Elect  Director A. Lajous                 For       For        Management
1.7   Elect  Director M.E. Marks                For       For        Management
1.8   Elect  Director D. Primat                 For       For        Management
1.9   Elect  Director L.R. Reif                 For       For        Management
1.10  Elect  Director T.I. Sandvold             For       For        Management
1.11  Elect  Director N. Seydoux                For       For        Management
1.12  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE SCHLUMBERGER  For       For        Management
      2008 STOCK INCENTIVE PLAN
4     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

SEAGATE TECHNOLOGY

Ticker:       STX            Security ID:  G7945J104
Meeting Date: OCT 25, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECT FRANK J. BIONDI, JR. AS A DIRECTOR  For       For        Management
2     ELECT WILLIAM W. BRADLEY AS A DIRECTOR    For       For        Management
3     ELECT JAMES A. DAVIDSON AS A DIRECTOR     For       For        Management
4     ELECT DONALD E. KIERNAN AS A DIRECTOR     For       For        Management
5     ELECT STEPHEN J. LUCZO AS A DIRECTOR      For       For        Management
6     ELECT DAVID F. MARQUARDT AS A DIRECTOR    For       For        Management
7     ELECT LYDIA M. MARSHALL AS A DIRECTOR     For       For        Management
8     ELECT C.S. PARK AS A DIRECTOR             For       For        Management
9     ELECT GREGORIO REYES AS A DIRECTOR        For       For        Management
10    ELECT JOHN W. THOMPSON AS A DIRECTOR      For       For        Management
11    ELECT WILLIAM D. WATKINS AS A DIRECTOR    For       For        Management
12    PROPOSAL TO APPROVE AMENDMENTS TO SEAGATE For       For        Management
      TECHNOLOGY S 2004 STOCK COMPENSATION
      PLAN.
13    PROPOSAL TO RATIFY THE APPOINTMENT OF     For       For        Management
      ERNST & YOUNG LLP TO SERVE AS INDEPENDENT
      REGISTERED ACCOUNTING FIRM OF SEAGATE
      TECHNOLOGY FOR THE FISCAL YEAR ENDING
      JUNE 27, 2008.


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert R. Bennett          For       For        Management
2     Elect Director Gordon M. Bethune          For       For        Management
3     Elect Director Larry C. Glasscock         For       For        Management
4     Elect Director James H. Hance, Jr.        For       For        Management
5     Elect Director Daniel R. Hesse            For       For        Management
6     Elect Director V. Janet Hill              For       For        Management
7     Elect Director Irvine O. Hockaday, Jr.    For       For        Management
8     Elect Director Rodney O'Neal              For       For        Management
9     Elect Director Ralph V. Whitworth         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard R. Devenuti        For       For        Management
1.2   Elect Director Stuart M. Essig            For       For        Management
1.3   Elect Director Thomas H. Garrett III      For       For        Management
1.4   Elect Director Wendy L. Yarno             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Ratify Auditors                           For       For        Management


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K. Burnes                  For       For        Management
1.2   Elect Director P. Coym                    For       For        Management
1.3   Elect Director N. Darehshori              For       For        Management
1.4   Elect Director A. Fawcett                 For       For        Management
1.5   Elect Director D. Gruber                  For       For        Management
1.6   Elect Director L. Hill                    For       For        Management
1.7   Elect Director C. LaMantia                For       For        Management
1.8   Elect Director R. Logue                   For       For        Management
1.9   Elect Director M. Miskovic                For       For        Management
1.10  Elect Director R. Sergel                  For       For        Management
1.11  Elect Director R. Skates                  For       For        Management
1.12  Elect Director G. Summe                   For       For        Management
1.13  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Auditor from Providing Non-Audit    Against   Against    Shareholder
      Services


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

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack W. Schuler           For       For        Management
1.2   Elect  Director Mark C. Miller            For       For        Management
1.3   Elect  Director Thomas D. Brown           For       For        Management
1.4   Elect  Director Rod F. Dammeyer           For       For        Management
1.5   Elect  Director William K. Hall           For       For        Management
1.6   Elect  Director Jonathan T. Lord, M.D.    For       For        Management
1.7   Elect  Director John Patience             For       For        Management
1.8   Elect  Director Thomas R. Reusche         For       For        Management
1.9   Elect  Director Ronald G. Spaeth          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

SUNOCO, INC.

Ticker:       SUN            Security ID:  86764P109
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. J. Darnall              For       For        Management
1.2   Elect Director J. G. Drosdick             For       For        Management
1.3   Elect Director G. W. Edwards              For       For        Management
1.4   Elect Director U. O. Fairbairn            For       For        Management
1.5   Elect Director T. P. Gerrity              For       For        Management
1.6   Elect Director R. B. Greco                For       For        Management
1.7   Elect Director J. P. Jones, III           For       For        Management
1.8   Elect Director J. G. Kaiser               For       For        Management
1.9   Elect Director R. A. Pew                  For       For        Management
1.10  Elect Director G. J. Ratcliffe            For       For        Management
1.11  Elect Director J. W. Rowe                 For       For        Management
1.12  Elect Director J. K. Wulff                For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratify Auditors                           For       For        Management


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

TD AMERITRADE HOLDINGS CORP.

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

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


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

TESORO CORP.

Ticker:       TSO            Security ID:  881609101
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert W. Goldman          For       For        Management
1.2   Elect Director Steven H. Grapstein        For       For        Management
1.3   Elect Director William J. Johnson         For       For        Management
1.4   Elect Director Rodney F. Chase            For       For        Management
1.5   Elect Director Donald H. Schmude          For       For        Management
1.6   Elect Director Bruce A. Smith             For       For        Management
1.7   Elect Director John F. Bookout, III       For       For        Management
1.8   Elect Director Michael E. Wiley           For       For        Management
1.9   Elect Director J.W. (Jim) Nokes           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 29, 2008   Meeting Type: Annual
Record Date:  MAY 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of NIS 1.60 Per    For       For        Management
      Share
3     Elect Eli Hurvitz as Director             For       For        Management
4     Elect Ruth Cheshin as Director            For       For        Management
5     Elect Harold Snyder as Director           For       For        Management
6     Elect Joseph (Yosi) Nitzani as Director   For       For        Management
7     Elect Ory Slonim as Director              For       For        Management
8     Appoint Leora (Rubin) Meridor as External For       For        Management
      Director
9     Approve Director/Officer Liability and    For       For        Management
      Indemnification Insurance
10    Approve Remuneration of Directors         For       For        Management
11    Approve Employee Stock Purchase Plan      For       For        Management
12    Approve Kesselman & Kesselman as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration


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

TJX COMPANIES, INC., THE

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

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


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

TODCO

Ticker:       THE            Security ID:  88889T107
Meeting Date: JUL 11, 2007   Meeting Type: Special
Record Date:  MAY 30, 2007

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


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

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: NOV 9, 2007    Meeting Type: Court
Record Date:  OCT 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE SCHEME OF ARRANGEMENT,    For       For        Management
      ATTACHED TO THE ACCOMPANYING JOINT PROXY
      STATEMENT AS ANNEX G, WHICH PROVIDES FOR
      THE RECLASSIFICATION OF OUR ORDINARY
      SHARES.
2     APPROVAL OF THE ISSUANCE OF OUR ORDINARY  For       For        Management
      SHARES TO SHAREHOLDERS OF GLOBALSANTAFE
      CORPORATION IN THE MERGER UNDER THE TERMS
      OF THE AGREEMENT AND PLAN OF MERGER,
      ATTACHED TO THE ACCOMPANYING JOINT PROXY
      STATEMENT AS ANNEX A.
3     APPROVAL OF THE AMENDMENT AND RESTATEMENT For       For        Management
      OF OUR MEMORANDUM AND ARTICLES OF
      ASSOCIATION TO, AMONG OTHER THINGS,
      INCREASE THE MAXIMUM NUMBER OF DIRECTORS
      CONSTITUTING THE BOARD OF DIRECTORS OF
      TRANSOCEAN INC. FROM 13 TO 14.


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

TRAVELERS COMPANIES, INC., THE

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan L. Beller             For       For        Management
1.2   Elect Director John H. Dasburg            For       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


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Douglas M. Baker, Jr.      For       For        Management
2     Elect Director Joel W. Johnson            For       For        Management
3     Elect Director David B. O'Maley           For       For        Management
4     Elect Director O'Dell M. Owens            For       For        Management
5     Elect Director Craig D. Schnuck           For       For        Management
6     Ratify Auditors                           For       For        Management
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Require Independent Board Chairman        Against   Against    Shareholder


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

VALMONT INDUSTRIES, INC.

Ticker:       VMI            Security ID:  920253101
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mogens C. Bay              For       For        Management
1.2   Elect Director Walter Scott, Jr.          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

VERIZON COMMUNICATIONS

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

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


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

WAL-MART STORES, INC.

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

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


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

WALT DISNEY COMPANY, THE

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

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


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

XSTRATA PLC

Ticker:                      Security ID:  G9826T102
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 0.34 US Cents   For       For        Management
      Per Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect Willy Strothotte as Director     For       For        Management
5     Re-elect Paul Hazen as Director           For       For        Management
6     Re-elect Ian Strachan as Director         For       For        Management
7     Elect Claude Lamoureux as Director        For       For        Management
8     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      and Authorise the Board to Determine
      Their Remuneration
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 161,944,486
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 24,291,673
11    With Effect From the Conclusion of the    For       For        Management
      Meeting, Adopt New Articles of
      Association
12    Subject to the Passing of Resolution 11   For       For        Management
      and With Effect From the Entry into Force
      of Section 175 Companies Act 2006 at
      00:01 am on 1 October 2008, Adopt New
      Articles of Association
13    Amend the Xstrata plc Added Value         For       For        Management
      Incentive Plan


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Adams III       For       Against    Management
2     Elect Director Keith A. Hutton            For       For        Management
3     Elect Director Jack P. Randall            For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         Against   For        Shareholder



========== END N-PX REPORT

                    ________________________________________

                                   SIGNATURES

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

ING VARIABLE FUNDS

By: /s/ Shaun P. Mathews
    ________________________________________
    Shaun P. Mathews
    President and Chief Executive Officer

Date:   August 20, 2008