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 811-05536 Capital One Funds (Exact name of registrant as specified in charter) 3435 Stelzer Road, Columbus, OH 43219-3035 (Address of principal executive offices) (Zip code) Daniel J. Igo c/o Citi Fund Services 100 Summer Street, Suite 1500 Boston, MA 02110 (Name and address of agent for service) Registrant's telephone number, including area code: 614-470-8000 Date of fiscal year end: 8/31 Date of reporting period: 7/1/06 - 6/30/07 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 ((S)(S) 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S)3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2006 TO JUNE 30, 2007 FORM N-Px REPORT ICA File Number: 811-05536 Reporting Period: 07/01/2006 - 06/30/2007 Hibernia Funds CAPITAL ONE CAPITAL APPRECIATION FUND AGILENT TECHNOLOGIES INC. Ticker: A Security ID: 00846U101 Meeting Date: FEB 27, 2007 Meeting Type: Annual Record Date: JAN 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ---------- 1.1 Elect Director Paul N. Clark For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Robert L. Joss For For Management 2 Ratify Auditors For For Management ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ----------- 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Disclose Information on Secondhand Smoke Against Against Shareholder 5 Cease Add Campaigns Oriented to Prevent Youth Smoking Against Against Shareholder 6 Cease Production, Promotion, and Marketing of Tobacco Products Against Against Shareholder 7 Adopt Animal Welfare Policy Against Against Shareholder Page 1 AMERISOURCEBERGEN CORP Ticker: ABC Security ID: 03073E105 Meeting Date: FEB 16, 2007 Meeting Type: Annual Record Date: DEC 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ---------- 1.1 Elect Director Edward E. Hagenlocker For For Management 1.2 Elect Director Kurt J. Hilzinger For For Management 1.3 Elect Director Henry W. McGee For For Management 2 Ratify Auditors For For Management AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ----------- 1 Elect Director Frank J. Biondi, Jr. For For Management 2 Elect Director Jerry D. Choate For For Management 3 Elect Director Frank C. Herringer For For Management 4 Elect Director Gilbert S. Omenn For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors For For Management 7 Declassify the Board of Directors For For Management 8 Develop an Animal Welfare Policy Against Against Shareholder 9 Prepare a Sustainability Report Against Against Shareholder ANADARKO PETROLEUM CORP. Ticker: APC Security ID: 032511107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ---------- 1.1 Elect Director Larry Barcus For For Management 1.2 Elect Director James L. Bryan For For Management 1.3 Elect Director H. Paulett Eberhart For For Management 1.4 Elect Director James T. Hackett For For Management 2 Ratify Auditors For For Management APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ----------- 1 Elect Director Eugene C. Fiedorek For For Management 2 Elect Director Patricia Albjerg Graham For Against Management 3 Elect Director F. H. Merelli For For Management 4 Elect Director Raymond Plank For For Management 5 Approve Omnibus Stock Plan For For Management 6 Company-Specific --Reimbursement of Proxy Expenses Against Against Shareholder Page 2 APPLE, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ----------- 1.1 Elect Director William V. Campbell For Withhold Management 1.2 Elect Director Millard S. Drexler For Withhold Management 1.3 Elect Director Albert A. Gore, Jr. For Withhold Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Arthur D. Levinson, Ph.D. For Withhold Management 1.6 Elect Director Eric E. Schmidt, Ph.D. For Withhold Management 1.7 Elect Director Jerome B. York For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase Plan For For Management 4 Amend Non-Employee Director Stock Option Plan For For Management 5 Ratify Auditors For For Management 6 Compensation Specific--Option Dating Policy Against For Shareholder 7 Pay For Superior Performance Against For Shareholder 8 Report on Feasibility of Adopting a Toxic Chemical Elimination Policy Against Against Shareholder 9 Stock Retention/Holding Period Against For Shareholder 10 Report on Computer Recycling Policy Against Against Shareholder 11 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: NOV 2, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director G.A. Andreas For For Management 1.2 Elect Director A.L. Boeckmann For For Management 1.3 Elect Director M.H. Carter For Withhold Management 1.4 Elect Director R.S. Joslin For For Management 1.5 Elect Director A. Maciel For For Management 1.6 Elect Director P.J. Moore For For Management 1.7 Elect Director M.B. Mulroney For For Management 1.8 Elect Director T.F. O'Neill For For Management 1.9 Elect Director O.G. Webb For Withhold Management 1.10 Elect Director K.R. Westbrook For For Management 1.11 Elect Director P.A. Woertz For For Management 2 Report on Genetically Modified Organisms (GMO) Against Against Shareholder 3 Adopt ILO Standards Against For Shareholder Page 3 AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: JUL 21, 2006 Meeting Type: Special Record Date: JUN 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - -------------------------------------------- ------- --------- ---------- 1 Approve Merger Agreement For For Management AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - -------------------------------------------- ------- --------- ----------- 1 Elect Director William F. Aldinger III For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect Director James H. Blanchard For For Management 5 Elect Director August A. Busch III For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Charles F. Knight 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 Toni Rembe For For Management 13 Elect Director Joyce M. Roche For For Management 14 Elect Director Randall L. Stephenson For For Management 15 Elect Director Laura D' Andrea Tyson For For Management 16 Elect Director Patricia P. Upton For For Management 17 Elect Director Edward E. Whitacre, Jr. For For Management 18 Ratify Auditors For For Management 19 Compensation Specific-Severance Payments to Executives For For Management 20 Report on Political Contributions Against Against Shareholder 21 Amend Articles/Bylaws/Charter - Call Special Meetings Against For Shareholder 22 Pay For Superior Performance Against For Shareholder 23 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder 24 Establish SERP Policy Against For Shareholder Page 4 BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # 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 W. Steven Jones For For Management 8 Elect Director Kenneth D. Lewis For For Management 9 Elect Director Monica C. Lozano For For Management 10 Elect Director Walter E. Massey For For Management 11 Elect Director Thomas J. May For For Management 12 Elect Director Patricia E. Mitchell For For Management 13 Elect Director Thomas M. Ryan For For Management 14 Elect Director O. Temple Sloan, Jr. For For Management 15 Elect Director Meredith R. Spangler For For Management 16 Elect Director Robert L. Tillman For For Management 17 Elect Director Jackie M. Ward For For Management 18 Ratify Auditors For For Management 19 Prohibit Executive Stock-Based Awards Against Against Shareholder 20 Change Size of Board of Directors Against Against Shareholder 21 Separate Chairman and CEO Positions Against Against Shareholder BARR PHARMACEUTICALS INC Ticker: BRL Security ID: 068306109 Meeting Date: NOV 9, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Bruce L. Downey For For Management 1.2 Elect Director Paul M. Bisaro For For Management 1.3 Elect Director George P. Stephan For For Management 1.4 Elect Director Harold N. Chefitz For For Management 1.5 Elect Director Richard R. Frankovic For For Management 1.6 Elect Director Peter R. Seaver For For Management 1.7 Elect Director James S. Gilmore, III For Withhold Management 2 Ratify Auditors For For Management BEAR STEARNS COMPANIES INC., THE Ticker: BSC Security ID: 073902108 Meeting Date: APR 18, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director James E. Cayne For For Management 1.2 Elect Director Henry S. Bienen For For Management 1.3 Elect Director Carl D. Glickman For For Management 1.4 Elect Director Michael Goldstein For For Management 1.5 Elect Director Alan C. Greenberg For For Management 1.6 Elect Director Donald J. Harrington For For Management 1.7 Elect Director Frank T. Nickell For For Management 1.8 Elect Director Paul A. Novelly For For Management 1.9 Elect Director Frederic V. Salerno For For Management 1.10 Elect Director Alan D. Schwartz For For Management 1.11 Elect Director Warren J. Spector For For Management 1.12 Elect Director Vincent Tese For For Management 1.13 Elect Director Wesley S. Williams Jr. For For Management 2 Amend Stock Option Plan For Against Management 3 Amend Restricted Stock Plan For Against Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management 7 Pay For Superior Performance Against For Shareholder Page 5 BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 30, 2007 Meeting Type: Annual Record Date: DEC 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Claire Fraser-Liggett For For Management 1.2 Elect Director Henry P. Becton, Jr. For For Management 1.3 Elect Director Edward F. Degraan For For Management 1.4 Elect Director Adel A.F. Mahmoud For For Management 1.5 Elect Director James F. Orr For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Restore or Provide for Cumulative Voting Against For Shareholder BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 27, 2007 Meeting Type: Annual Record Date: APR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Ronald James For For Management 1.2 Elect Director Elliot S. Kaplan For For Management 1.3 Elect Director Matthew H. Paul For For Management 1.4 Elect Director James E. Press For For Management 1.5 Elect Director Richard M. Schulze For For Management 1.6 Elect Director Mary A. Tolan For For Management 1.7 Elect Director Hatim A. Tyabji For For Management 1.8 Elect Director Rogelio M. Rebolledo For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management BOSTON PROPERTIES INC. Ticker: BXP Security ID: 101121101 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Mortimer B. Zuckerman For Withhold Management 1.2 Elect Director Carol B. Einiger For Withhold Management 1.3 Elect Director Richard E. Salomon For Withhold Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Report on Energy Efficiency Against For Shareholder Page 6 CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Zoe Bard For For Management 1.2 Elect Director Sheila P. Burke For For Management 1.3 Elect Director James I. Cash, Jr. For For Management 1.4 Elect Director Joel J. Cohen For For Management 1.5 Elect Director John D. Finnegan For For Management 1.6 Elect Director Klaus J. Mangold For For Management 1.7 Elect Director David G. Scholey For For Management 1.8 Elect Director Lawrence M. Small For For Management 1.9 Elect Director Daniel E. Somers For For Management 1.10 Elect Director Karen Hastie Williams For For Management 1.11 Elect Director Alfred W. Zollar For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter General Matters--Adopt Majority Vote Standard for the Election of Directors For For Management 4 Report on Political Contributions Against For Shareholder CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2006 Meeting Type: Annual Record Date: SEP 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Michael D. Capellas For For Management 1.4 Elect Director Larry R. Carter For For Management 1.5 Elect Director John T. Chambers For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Richard M. Kovacevich For For Management 1.8 Elect Director Roderick C. McGeary For For Management 1.9 Elect Director Steven M. West For For Management 1.10 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Performance-Based and/or Time-Based Equity Awards Against For Shareholder 4 Report on Pay Disparity Against Against Shareholder 5 Report on Internet Fragmentation Against For Shareholder Page 7 CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director C. Michael Armstrong For For Management 2 Elect Director Alain J.P. Belda For For Management 3 Elect Director George David For For Management 4 Elect Director Kenneth T. Derr For For Management 5 Elect Director John M. Deutch For For Management 6 Elect Director Roberto Hernandez Ramirez For For Management 7 Elect Director Klaus Kleinfeld For For Management 8 Elect Director Andrew N. Liveris For For Management 9 Elect Director Anne Mulcahy For For Management 10 Elect Director Richard D. Parsons For For Management 11 Elect Director Charles Prince For For Management 12 Elect Director Judith Rodin For For Management 13 Elect Director Robert E. Rubin For For Management 14 Elect Director Franklin A. Thomas For For Management 15 Ratify Auditors For For Management 16 Report on Government Service of Employees Against Against Shareholder 17 Report on Political Contributions Against For Shareholder 18 Report on Charitable Contributions Against Against Shareholder 19 Approve Report of the Compensation Committee Against For Shareholder 20 Report on Pay Disparity Against Against Shareholder 21 Separate Chairman and CEO Positions Against Against Shareholder 22 Stock Retention/Holding Period Against Against Shareholder 23 Restore or Provide for Cumulative Voting Against Against Shareholder 24 Amend Bylaws to Permit Shareholders to Call Special Meetings Against For Shareholder COLGATE-PALMOLIVE CO. Ticker: CL Security ID: 194162103 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director John T. Cahill For For Management 2 Elect Director Jill K. Conway For For Management 3 Elect Director Ellen M. Hancock For For Management 4 Elect Director David W. Johnson For For Management 5 Elect Director Richard J. Kogan For For Management 6 Elect Director Delano E. Lewis For For Management 7 Elect Director Reuben Mark For For Management 8 Elect Director J. Pedro Reinhard For For Management 9 Ratify Auditors For For Management 10 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For Shareholder 11 Pay for Superior Performance Against For Shareholder COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: JUL 31, 2006 Meeting Type: Annual Record Date: JUN 2, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director David J. Barram For For Management 1.3 Elect Director Stephen L. Baum For For Management 1.4 Elect Director Rodney F. Chase For For Management 1.5 Elect Director Van B. Honeycutt For For Management 1.6 Elect Director F. Warren McFarlan For For Management 1.7 Elect Director Thomas H. Patrick For For Management 2 Approve Non-Employee Director Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Board Diversity Against For Shareholder Page 8 CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director James E. Copeland, Jr. For For Management 2 Elect Director Kenneth M. Duberstein For For Management 3 Elect Director Ruth R. Harkin For For Management 4 Elect Director William R. Rhodes For For Management 5 Elect Director J. Stapleton Roy For For Management 6 Elect Director William E. Wade, Jr. For For Management 7 Ratify Auditors For For Management 8 Report on Political Contributions Against Against Shareholder 9 Report on Renewable Energy Sources Against Against Shareholder 10 Require Director Nominee Qualifications Against Against Shareholder 11 Report on Environmental Damage from Drilling in the National Petroleum Reserve Against For Shareholder 12 Report on Indigenous Peoples Rights Policies Against Against Shareholder 13 Report on Community Impact of Operations Against Against Shareholder CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAR 15, 2007 Meeting Type: Special Record Date: JAN 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Amend Articles/Increase Common Stock and Change Company Name For For Management 2 Issue Shares in Connection with an Acquisition For For Management 3 Adjourn Meeting For For Management Page 9 CVS/CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # 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 Edwin Mac Crawford For For Management 4 Elect Director David W. Dorman For For Management 5 Elect Director Kristen E. Gibney Williams For For Management 6 Elect Director Roger L. Headrick For Against Management 7 Elect Director Marian L. Heard For For Management 8 Elect Director William H. Joyce For For Management 9 Elect Director Jean-Pierre Million For For Management 10 Elect Director Terrence Murray For For Management 11 Elect Director C.A. Lance Piccolo For Against Management 12 Elect Director Sheli Z. Rosenberg For For Management 13 Elect Director Thomas M. Ryan For For Management 14 Elect Director Richard J. Swift For For Management 15 Ratify Auditors For For Management 16 Approve Qualified Employee Stock Purchase Plan For For Management 17 Approve Executive Incentive Bonus Plan For For Management 18 Limit Executive Compensation Against Against Shareholder 19 Separate Chairman and CEO Positions Against For Shareholder 20 Prepare Sustainability Report Against For Shareholder 21 Disclose Information on Compensation Consultant Against For Shareholder 22 Compensation Specific- Policy on Stock Option Grants/Option Backdating Against For Shareholder DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Arnold A. Allemang For For Management 1.2 Elect Director Jacqueline K. Barton For For Management 1.3 Elect Director James A. Bell For For Management 1.4 Elect Director Jeff M. Fettig For For Management 1.5 Elect Director Barbara H. Franklin For For Management 1.6 Elect Director John B. Hess For For Management 1.7 Elect Director Andrew N. Liveris For For Management 1.8 Elect Director Geoffery E. Merszei For For Management 1.9 WITHDRAWN None Withhold Management 1.10 Elect Director James M. Ringler For For Management 1.11 Elect Director Ruth G. Shaw For For Management 1.12 Elect Director Paul G. Stern For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Report on Remediation Policies in Bhopal Against Against Shareholder 5 Report on Genetically Modified Organisms Against Against Shareholder 6 Report on Environmental Remediation Against For Shareholder 7 Evaluate Potential Links Between Company Products and Asthma Against Against Shareholder Page 10 EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 6, 2007 Meeting Type: Annual Record Date: NOV 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director C. Fernandez G For Withhold Management 1.2 Elect Director W. J. Galvin For For Management 1.3 Elect Director R. L. Ridgway For For Management 1.4 Elect Director R. L. Stephenson For For Management 2 Ratify Auditors For For Management EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ----------------------------------------- ------- --------- ----------- 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Marilyn Carlson Nelson For For Management 1.8 Elect Director Samuel J. Palmisano For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For Shareholder 5 Separate Chairman and CEO Positions Against For Shareholder 6 Initiate Payment of Cash Dividend Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder 8 Company-Specific- Amend Article IX of the Corporation's by-laws Against Against Shareholder 9 Review Executive Compensation Against Against Shareholder 10 Limit Executive Compensation Against Against Shareholder 11 Claw-back of Payments under Restatements Against For Shareholder 12 Report on Political Contributions Against For Shareholder 13 Amend Equal Employment Opportunity Policy to Prohibit Discrimination Based on Sexual Orientation Against For Shareholder 14 Report on Environmental Accountability Against Against Shareholder 15 Report on Emission Reduction Goals Against For Shareholder 16 Report on Carbon Dioxide Emissions Information at Gas Stations Against Against Shareholder 17 Adopt Policy to Increase Renewable Energy Portfolio Against Against Shareholder Page 11 FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 25, 2006 Meeting Type: Annual Record Date: JUL 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director August A. Busch, IV For For Management 1.3 Elect Director John A. Edwardson For For Management 1.4 Elect Director Judith L. Estrin For For Management 1.5 Elect Director J. Kenneth Glass For For Management 1.6 Elect Director Philip Greer For For Management 1.7 Elect Director J.R. Hyde, III For For Management 1.8 Elect Director Shirley A. Jackson For For Management 1.9 Elect Director Steven R. Loranger For For Management 1.10 Elect Director Charles T. Manatt For For Management 1.11 Elect Director Frederick W. Smith For For Management 1.12 Elect Director Joshua I. Smith For For Management 1.13 Elect Director Paul S. Walsh For For Management 1.14 Elect Director Peter S. Willmott For For Management 2 Reduce Supermajority Vote Requirement For For Management 3 Ratify Auditors For For Management 4 Report on Environmental Policy Against Against Shareholder 5 Require a Majority Vote for the Election of Directors Against For Shareholder FIRST AMERICAN CORP. Ticker: FAF Security ID: 318522307 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director George L. Argyros For For Management 1.2 Elect Director Gary J. Beban For For Management 1.3 Elect Director J. David Chatham For For Management 1.4 Elect Director William G. Davis For For Management 1.5 Elect Director James L. Doti For For Management 1.6 Elect Director Lewis W. Douglas, Jr. For For Management 1.7 Elect Director D.P. Kennedy For For Management 1.8 Elect Director Parker S. Kennedy For For Management 1.9 Elect Director Frank E. O'Bryan For For Management 1.10 Elect Director Roslyn B. Payne For For Management 1.11 Elect Director D. Van Skilling For For Management 1.12 Elect Director Herbert B. Tasker For For Management 1.13 Elect Director Virginia M. Ueberroth For For Management 1.14 Elect Director Mary Lee Widener For For Management 2 Ratify Auditors For For Management Page 12 FIRSTENERGY CORPORATION Ticker: FE Security ID: 337932107 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ----------------------------------------- ------- --------- ----------- 1.1 Elect Director Paul T. Addison For Withhold Management 1.2 Elect Director Anthony J. Alexander For Withhold Management 1.3 Elect Director Michael J. Anderson For For Management 1.4 Elect Director Carol A. Cartwright For Withhold Management 1.5 Elect Director William T. Cottle For Withhold Management 1.6 Elect Director Robert B. Heisler, Jr. For Withhold Management 1.7 Elect Director Ernest J. Novak, Jr. For Withhold Management 1.8 Elect Director Catherine A. Rein For Withhold Management 1.9 Elect Director George M. Smart For Withhold Management 1.10 Elect Director Wes M. Taylor For Withhold Management 1.11 Elect Director Jesse T. Williams, Sr. For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Reincorporate in Another State [Ohio to Delaware ] Against For Shareholder 5 Adopt a Policy Establishing an Engagement Process to Shareholder Proposals Against For Shareholder 6 Adopt Simple Majority Vote Against For Shareholder FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ----------------------------------------- ------- --------- ----------- 1.1 Elect Director John R. H. Bond For For Management 1.2 Elect Director Stephen G. Butler For For Management 1.3 Elect Director Kimberly A. Casiano For For Management 1.4 Elect Director Edsel B. Ford, II For For Management 1.5 Elect Director William Clay Ford, Jr. For For Management 1.6 Elect Director Irvine O. Hockaday, Jr. For For Management 1.7 Elect Director Richard A. Manoogian For For Management 1.8 Elect Director Ellen R. Marram For For Management 1.9 Elect Director Alan Mulally For For Management 1.10 Elect Director Homer A. Neal For For Management 1.11 Elect Director Jorma Ollila For For Management 1.12 Elect Director John L. Thornton For For Management 2 Ratify Auditor For For Management 3 Increase Disclosure of Executive Compensation Against Against Shareholder 4 Adopt Greenhouse Gas Emissions Goals Against For Shareholder 5 Amend Articles/Bylaws/Charter -- Call Special Meetings Against For Shareholder 6 Company-Specific -- Adopt Recapitalization Plan Against For Shareholder 7 Report on Global Warming Against Against Shareholder 8 Amend EEO Policy to Exclude Reference to Sexual Orientation Against Against Shareholder 9 Performance-Based Awards Against Against Shareholder 10 Report on Implications of Rising Health Care Costs Against Against Shareholder Page 13 GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ----------------------------------------- ------- --------- ----------- 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Ann M. Fudge For For Management 1.4 Elect Director Claudio X. Gonzalez For Withhold Management 1.5 Elect Director Susan Hockfield For For Management 1.6 Elect Director Jerry R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Robert W. Lane For For Management 1.10 Elect Director Ralph S. Larsen For For Management 1.11 Elect Director Rochelle B. Lazarus For For Management 1.12 Elect Director Sam Nunn For For Management 1.13 Elect Director Roger S. Penske For For Management 1.14 Elect Director Robert J. Swieringa For For Management 1.15 Elect Director Douglas A. Warner III For For Management 1.16 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Vote Standard in Director Elections For For Management 4 Approve Omnibus Stock Plan For For Management 5 Company-Specific-Approve Material Terms of Senior Officer Performance Goals For For Management 6 Provide for Cumulative Voting Against For Shareholder 7 Company-Specific -- Adopt Policy on Overboarded Directors Against For Shareholder 8 Company-Specific -- One Director from the Ranks of Retirees Against Against Shareholder 9 Separate Chairman and CEO Positions Against For Shareholder 10 Limit Dividend and Dividend Equivalent Payments to Executives Against For Shareholder 11 Report on Charitable Contributions Against Against Shareholder 12 Report on Global Warming Against Against Shareholder 13 Adopt Ethical Criteria for Military Contracts Against Against Shareholder 14 Report on Pay Disparity Against Against Shareholder GENLYTE GROUP, INC. (THE) Ticker: GLYT Security ID: 372302109 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ----------------------------------------- ------- --------- ---------- 1.1 Elect Director Larry K. Powers For Withhold Management 1.2 Elect Director Zia Eftekhar For Withhold Management 1.3 Elect Director William A. Trotman For For Management GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 11, 2007 Meeting Type: Annual Record Date: JAN 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ----------------------------------------- ------- --------- ----------- 1 Elect Director Lloyd C. Blankfein For For Management 2 Elect Director Lord Browne of Madingley For For Management 3 Elect Director John H. Bryan For For Management 4 Elect Director Gary D. Cohn For For Management 5 Elect Director Claes Dahlback For For Management 6 Elect Director Stephen Friedman For For Management 7 Elect Director William W. George For For Management 8 Elect Director Rajat K. Gupta For For Management 9 Elect Director James A. Johnson For For Management 10 Elect Director Lois D. Juliber For For Management 11 Elect Director Edward M. Liddy For For Management 12 Elect Director Ruth J. Simmons For For Management 13 Elect Director Jon Winkelried For For Management 14 Ratify Auditors For For Management 15 Report on Charitable Contributions Against Against Shareholder 16 Sustainability Report Against Against Shareholder 17 Prohibit Executive Stock-Based Awards Against Against Shareholder Page 14 GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 22, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Eric Schmidt For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Larry Page For For Management 1.4 Elect Director L. John Doerr For For Management 1.5 Elect Director John L. Hennessy For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Ann Mather For For Management 1.8 Elect Director Paul S. Otellini For For Management 1.9 Elect Director K. Ram Shriram For For Management 1.10 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Adopt Policies to Protect Freedom of Access to the Internet Against For Shareholder HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 14, 2007 Meeting Type: Annual Record Date: JAN 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director L.T. Babbio, Jr. For For Management 2 Elect Director S.M. Baldauf For For Management 3 Elect Director R.A. Hackborn For For Management 4 Elect Director J.H. Hammergren For For Management 5 Elect Director M.V. Hurd For For Management 6 Elect Director R.L. Ryan For For Management 7 Elect Director L.S. Salhany For For Management 8 Elect Director G.K.Thompson For For Management 9 Ratify Auditors For For Management 10 Require Director Nominee Qualifications Against For Shareholder 11 Separate Chairman and CEO Positions Against Against Shareholder 12 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote Against For Shareholder 13 Performance-Based Equity Awards Against For Shareholder Page 15 INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: DEC 15, 2006 Meeting Type: Annual Record Date: OCT 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Stephen M. Bennett For For Management 1.2 Elect Director Christopher W. Brody For For Management 1.3 Elect Director William V. Campbell For For Management 1.4 Elect Director Scott D. Cook For For Management 1.5 Elect Director L. John Doerr For For Management 1.6 Elect Director Diane B. Greene For For Management 1.7 Elect Director Michael R. Hallman For For Management 1.8 Elect Director Dennis D. Powell For For Management 1.9 Elect Director Stratton D. Sclavos For Withhold Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase Plan For For Management J. C. PENNEY CO., INC (HLDG CO) Ticker: JCP Security ID: 708160106 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Colleen C. Barrett For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Maxine K. Clark For For Management 1.4 Elect Director Anne Marie Tallman For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement (Change in Control) to shareholder Vote Against For Shareholder 4 Require a Majority Vote for the Election of Directors Against For Shareholder JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: FEB 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For Management 1.5 Elect Director Susan L. Lindquist For For Management 1.6 Elect Director Leo F. Mullin For For Management 1.7 Elect Director Christine A. Poon For For Management 1.8 Elect Director Charles Prince For For Management 1.9 Elect Director Steven S Reinemund For For Management 1.10 Elect Director David Satcher For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election of Directors Against For Shareholder 4 Submit Supplemental Executive Retirement Plans to Shareholder vote Against For Shareholder Page 16 JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Stephen B. Burke For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director James Dimon For For Management 1.5 Elect Director Ellen V. Futter For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Laban P. Jackson, Jr. For For Management 1.8 Elect Director Robert I. Lipp For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Lee R. Raymond For For Management 1.11 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Put Repricing of Stock Options to Shareholder Vote Against Against Shareholder 4 Performance-Based and/or Time-Based Equity Awards Against For Shareholder 5 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Provide for Cumulative Voting Against For Shareholder 8 Require a Majority Vote for the Election of Directors Against For Shareholder 9 Report on Political Contributions Against Against Shareholder 10 Report on Management Initiatives to Address Links to Slavery and Human Rights Abuse Against Against Shareholder KOHL'S CORP. Ticker: KSS Security ID: 500255104 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Steven A. Burd For For Management 1.2 Elect Director Wayne Embry For For Management 1.3 Elect Director James D. Ericson For For Management 1.4 Elect Director John F. Herma For For Management 1.5 Elect Director William S. Kellogg For For Management 1.6 Elect Director Kevin Mansell For For Management 1.7 Elect Director R. Lawrence Montgomery For For Management 1.8 Elect Director Frank V. Sica For For Management 1.9 Elect Director Peter M. Sommerhauser For For Management 1.10 Elect Director Stephen E. Watson For For Management 1.11 Elect Director R. Elton White For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Company Specific-Adopt Majority Vote for Election of Directors For For Management 6 Require a Majority Vote for the Election of Directors Against Against Shareholder Page 17 KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # 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 Louis C. Camilleri For For Management 1.4 Elect Director Mark D. Ketchum For For Management 1.5 Elect Director Richard A. Lemer For For Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Irene B. Rosenfeld For For Management 1.8 Elect Director Mary L. Shapiro For For Management 1.9 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management MANPOWER INC. Ticker: MAN Security ID: 56418H100 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: FEB 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Gina R. Boswell For For Management 1.2 Elect Director Willie D. Davis For For Management 1.3 Elect Director Jack M. Greenberg For For Management 1.4 Elect Director Terry A. Hueneke For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 MacBride Principles Against Against Shareholder MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ---------- 1.1 Elect Director John F. Bookout III For For Management 1.2 Elect Director Ronald C. Cambre For For Management 1.3 Elect Director Bruce DeMars For For Management 1.4 Elect Director Robert W. Goldman For For Management 2 APPROVE AMENDMENT TO ARTICLES OF INCORPORATION TO DECLASSIFY BOARD OF DIRECTORS. For For Management 3 APPROVE AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. For For Management 4 RATIFICATION OF APPOINTMENT OF MCDERMOTT S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2007. For For Management Page 18 MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director Edward A. Brennan For For Management 2 Elect Director Walter E. Massey For For Management 3 Elect Director John W. Rogers, Jr. For For Management 4 Elect Director Roger W. Stone For For Management 5 Ratify Auditors For For Management 6 Label Genetically Modified Organisms Against Against Shareholder 7 Adopt and Implement ILO Based Code of Conduct Against Against Shareholder MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 26, 2006 Meeting Type: Annual Record Date: MAY 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Wayne A. Budd For For Management 1.2 Elect Director Alton F. Irby III For For Management 1.3 Elect Director David M. Lawrence, M.D. For For Management 1.4 Elect Director James V. Napier For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: OCT 25, 2006 Meeting Type: Annual Record Date: SEP 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Robert J. Boehlke For For Management 1.2 Elect Director C. Douglas Marsh For For Management Page 19 MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John Marren For Withhold Management 1.2 Elect Director William E. Stevens For For Management 1.3 Elect Director James B. Williams For For Management 2 Amend Omnibus Stock Plan For For Management MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Richard T. Clark For For Management 1.2 Elect Director Johnnetta B. Cole, Ph.D. For For Management 1.3 Elect Director William B. Harrison, Jr. For For Management 1.4 Elect Director William N. Kelley, M.D. For For Management 1.5 Elect Director Rochelle B. Lazarus For For Management 1.6 Elect Director Thomas E. Shenk, Ph.D. For For Management 1.7 Elect Director Anne M. Tatlock For For Management 1.8 Elect Director Samuel O. Thier, M.D. For For Management 1.9 Elect Director Wendell P. Weeks For For Management 1.10 Elect Director Peter C. Wendell For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Establish Range For Board Size For For Management 6 Replace Cumulative Voting to Majority Vote Standard for the Election of Directors For For Management 7 Publish Political Contributions Against Against Shareholder 8 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director John D. Finnegan For For Management 1.2 Elect Director Joseph W. Prueher For For Management 1.3 Elect Director Ann N. Reese For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder 5 Performance-Based and/or Time-Based Equity Awards Against For Shareholder Page 20 MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director James I. Cash, Jr., Ph.D. For For Management 4 Elect Director Dina Dublon For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director David F. Marquardt For For Management 7 Elect Director Charles H. Noski For For Management 8 Elect Director Helmut Panke For For Management 9 Elect Director Jon A. Shirley For For Management 10 Ratify Auditors For For Management 11 Cease Product Sales that Can Be Used to Violate Human Rights Against Against Shareholder 12 Amend EEO Statement to Not Reference Sexual Orientation Against Against Shareholder 13 Establish Shareholder Advisory Committee Against Against Shareholder MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 17, 2007 Meeting Type: Annual Record Date: NOV 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Frank V. Atlee III For For Management 1.2 Elect Director Arthur H. Harper For For Management 1.3 Elect Director Gwendolyn S. King For For Management 1.4 Elect Director Sharon R. Long, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder NATIONAL SEMICONDUCTOR CORP. Ticker: NSM Security ID: 637640103 Meeting Date: OCT 6, 2006 Meeting Type: Annual Record Date: AUG 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director Brian L. Halla For For Management 2 Elect Director Steven R. Appleton For For Management 3 Elect Director Gary P. Arnold For For Management 4 Elect Director Richard J. Danzig For For Management 5 Elect Director John T. Dickson For For Management 6 Elect Director Robert J. Frankenberg For For Management 7 Elect Director E. Floyd Kvamme For For Management 8 Elect Director Modesto A. Maidique For For Management 9 Elect Director Edward McCracken For For Management 10 Ratify Auditors For For Management Page 21 NORFOLK SOUTHERN CORP. Ticker: NSC Security ID: 655844108 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Alston D. Correll For For Management 1.2 Elect Director Landon Hilliard For For Management 1.3 Elect Director Burton M. Joyce For For Management 1.4 Elect Director Jane Margaret O' Brien For For Management 2 Ratify Auditors For For Management NORTHROP GRUMMAN CORP. Ticker: NOC Security ID: 666807102 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director Lewis W. Coleman For For Management 2 Elect Director Victor H. Fazio For For Management 3 Elect Director Donald E. Felsinger For For Management 4 Elect Director Stephen E. Frank For For Management 5 Elect Director Charles R. Larson For For Management 6 Elect Director Richard B. Myers For For Management 7 Elect Director Philip A. Odeen For For Management 8 Elect Director Aulana L. Peters For For Management 9 Elect Director Kevin W. Sharer For For Management 10 Elect Director Ronald D. Sugar For For Management 11 Ratify Auditors For For Management 12 Approve Non-Employee Director Omnibus Stock Plan For For Management 13 Report on Foreign Arms Sales Against Against Shareholder 14 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder 15 Separate Chairman and CEO Positions Against Against Shareholder ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 17, 2007 Meeting Type : Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director William M. Bell For For Management 1.2 Elect Director John W. Gibson For For Management 1.3 Elect Director Pattye L. Moore For For Management 1.4 Elect Director David J. Tippeconnic For For Management 2 Separate Chairman and CEO Positions Against Against Shareholder Page 22 ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 9, 2006 Meeting Type: Annual Record Date: AUG 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For Management 1.5 Elect Director Jack F. Kemp For Withhold Management 1.6 Elect Director Jeffrey S. Berg For For Management 1.7 Elect Director Safra A. Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director H. Raymond Bingham For For Management 1.10 Elect Director Charles E Phillips, Jr. For For Management 1.11 Elect Director Naomi O. Seligman For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Non-Employee Director Omnibus Stock Plan For For Management PACCAR INC. Ticker: PCAR Security ID: 693718108 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Alison J. Carnwath For For Management 1.2 Elect Director Robert T. Parry For For Management 1.3 Elect Director Harold A. Wagner For For Management 2 Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote Against For Shareholder 3 Require a Majority Vote for the Election of Directors Against For Shareholder PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director Dina Dublon For For Management 2 Elect Director Victor J. Dzau, M.D. For For Management 3 Elect Director Ray L. Hunt For For Management 4 Elect Director Alberto Ibarguen For For Management 5 Elect Director Arthur C. Martinez For For Management 6 Elect Director Indra K. Nooyi For For Management 7 Elect Director Sharon Percy Rockefeller For For Management 8 Elect Director James J. Schiro For For Management 9 Elect Director Daniel Vasella For For Management 10 Elect Director Michael D. White For For Management 11 Ratify Auditors For For Management 12 Approve Omnibus Stock Plan For For Management 13 Report on Charitable Contributions Against Against Shareholder Page 23 PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director William R. Howell For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Report on Animal Testing Policies Against Against Shareholder 5 Amend Animal Welfare Policy Against Against Shareholder 6 Require Director Nominee Qualifications Against Against Shareholder PHELPS DODGE CORP. Ticker: PD Security ID: 717265102 Meeting Date: MAR 14, 2007 Meeting Type: Special Record Date: FEB 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2006 Meeting Type: Annual Record Date: AUG 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Approve Decrease in Size of Board For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Put Repricing of Stock Options to Shareholder Vote Against Against Shareholder Page 24 PRUDENTIAL FINANCIAL INC Ticker: PRU Security ID: 744320102 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Frederic K. Becker For For Management 1.2 Elect Director Gordon M. Bethune For For Management 1.3 Elect Director Gaston Caperton For For Management 1.4 Elect Director Gilbert F. Casellas For For Management 1.5 Elect Director James G. Cullen For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Jon F. Hanson For For Management 1.8 Elect Director Constance J. Horner For For Management 1.9 Elect Director Karl J. Krapek For For Management 1.10 Elect Director Christine A. Poon For For Management 1.11 Elect Director Arthur F. Ryan For For Management 1.12 Elect Director James A. Unruh For For Management 2 Ratify Auditors For For Management PUBLIC SERVICE ENTERPRISE GROUP INC. Ticker: PEG Security ID: 744573106 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Ernest H. Drew For For Management 1.2 Elect Director William V. Hickey For For Management 1.3 Elect Director Ralph Izzo For For Management 1.4 Elect Director Richard J. Swift For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Non-Employee Director Stock Option Plan For For Management 4 Declassify the Board of Directors For For Management 5 Eliminate Cumulative Voting For For Management 6 Eliminate Preemptive Rights For For Management 7 Ratify Auditors For For Management R. R. DONNELLEY & SONS CO. Ticker: RRD Security ID: 257867101 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: APR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director Thomas J. Quinlan, III For For Management 2 Elect Director Oliver R. Sockwell For For Management 3 Elect Director Stephen M. Wolf For For Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors For For Management 6 Reduce Supermajority Vote Requirement For For Management 7 Prepare a Sustainability Report Against For Shareholder 8 Declassify the Board of Directors Against Against Shareholder Page 25 SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: FEB 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Robert M. Beall, II For For Management 1.2 Elect Director Jeffrey C. Crowe For For Management 1.3 Elect Director J. Hicks Lanier For Withhold Management 1.4 Elect Director Larry L. Prince For For Management 1.5 Elect Director Frank S. Royal, M.D. For For Management 1.6 Elect Director Phail Wynn, Jr. For For Management 1.7 Elect Director James M. Wells, III For For Management 2 Amend Rights and Preferences of Preferred Stock For For Management 3 Declassify the Board of Directors For For Management 4 Require a Majority Vote for the Election of Directors Against For Shareholder 5 Ratify Auditors For For Management TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director James R. Adams For For Management 2 Elect Director David L. Boren For For Management 3 Elect Director Daniel A. Carp For Against Management 4 Elect Director Carrie S. Cox For For Management 5 Elect Director Thomas J. Engibous For For Management 6 Elect Director David R. Goode For For Management 7 Elect Director Pamela H. Patsley For For Management 8 Elect Director Wayne R. Sanders For For Management 9 Elect Director Ruth J. Simmons For Against Management 10 Elect Director Richard K. Templeton For For Management 11 Elect Director Christine Todd Whitman For Against Management 12 Ratify Auditors For For Management TIDEWATER INC. Ticker: TDW Security ID: 886423102 Meeting Date: JUL 20, 2006 Meeting Type: Annual Record Date: MAY 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Arthur R. Carlson For For Management 1.2 Elect Director Jon C. Madonna For For Management 1.3 Elect Director William C. O'Malley For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Approve Omnibus Stock Plan For For Management Page 26 TJX COMPANIES, INC., THE Ticker: TJX Security ID: 872540109 Meeting Date: JUN 5, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director David A. Brandon For Withhold Management 1.2 Elect Director Bernard Cammarata For For Management 1.3 Elect Director David T. Ching For For Management 1.4 Elect Director Michael F. Hines For For Management 1.5 Elect Director Amy B. Lane For For Management 1.6 Elect Director Carol Meyrowitz For For Management 1.7 Elect Director John F. O'Brien For For Management 1.8 Elect Director Robert F. Shapiro For For Management 1.9 Elect Director Willow B. Shire For For Management 1.10 Elect Director Fletcher H. Wiley For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Require a Majority Vote for the Election of Directors Against For Shareholder TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 1, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, Jr. For For Management 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Glen D. Nelson, M.D. For For Management 1.13 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Company Specific- Majority Vote for the Election of Directors For For Management Page 27 VALERO ENERGY CORP. Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Ruben M. Escobedo For For Management 1.2 Elect Director Bob Marbut For Withhold Management 1.3 Elect Director Robert A. Profusek For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election of Directors Against For Shareholder 4 Advisory Vote to Ratify Named Executive Officers' Compensation Against For Shareholder 5 Establish SERP Policy Against For Shareholder VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director James R. Barker For For Management 2 Elect Director Richard L. Carrion For For Management 3 Elect Director M. Frances Keeth For For Management 4 Elect Director Robert W. Lane For For Management 5 Elect Director Sandra O. Moose For For Management 6 Elect Director Joseph Neubauer For For Management 7 Elect Director Donald T. Nicolaisen For For Management 8 Elect Director Thomas H. O'Brien For For Management 9 Elect Director Clarence Otis, Jr. For For Management 10 Elect Director Hugh B. Price For For Management 11 Elect Director Ivan G. Seidenberg For For Management 12 Elect Director Walter V. Shipley For For Management 13 Elect Director John W. Snow For For Management 14 Elect Director John R. Stafford For For Management 15 Elect Director Robert D. Storey For For Management 16 Ratify Auditors For For Management 17 Limit Executive Compensation Against Against Shareholder 18 Eliminate or Restrict Severance Agreements (Change-in-Control) Against For Shareholder 19 Disclose Information on Compensation Consultant Against For Shareholder 20 Advisory Vote to Ratify Named Executive Officer's Compensation Against For Shareholder 21 Adopt Policy on Overboarded Director Against Against Shareholder 22 Approve Terms of Existing Poison Pill Against Against Shareholder 23 Report on Charitable Contributions Against Against Shareholder VF CORP. Ticker: VFC Security ID: 918204108 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Edward E. Crutchfield For For Management 1.2 Elect Director George Fellows For For Management 1.3 Elect Director Daniel R. Hesse For For Management 1.4 Elect Director Clarence Otis, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management Page 28 W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Brian P. Anderson For For Management 1.2 Elect Director Wilbur H. Gantz For For Management 1.3 Elect Director V. Ann Hailey For For Management 1.4 Elect Director William K. Hall For For Management 1.5 Elect Director Richard L. Keyser For For Management 1.6 Elect Director Stuart L. Levenick For For Management 1.7 Elect Director John W. Mccarter, Jr. For For Management 1.8 Elect Director Neil S. Novich For For Management 1.9 Elect Director Michael J. Roberts For For Management 1.10 Elect Director Gary L. Rogers For For Management 1.11 Elect Director James T. Ryan For For Management 1.12 Elect Director James D. Slavik For For Management 1.13 Elect Director Harold B. Smith For For Management 2 Ratify Auditors For For Management WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: AUG 31, 2006 Meeting Type: Special Record Date: JUL 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Issue Shares in Connection with an Acquisition For For Management 2 Amend Omnibus Stock Plan For For Management WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 8, 2007 Meeting Type: Annual Record Date: JAN 8, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------- ------- --------- ----------- 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Judith L. Estrin For For Management 1.4 Elect Director Robert A. Iger For For Management 1.5 Elect Director Steven P. Jobs For For Management 1.6 Elect Director Fred H. Langhammer For For Management 1.7 Elect Director Aylwin B. Lewis For For Management 1.8 Elect Director Monica C. Lozano For For Management 1.9 Elect Director Robert W. Matschullat For For Management 1.10 Elect Director John E. Pepper, Jr. For For Management 1.11 Elect Director Orin C. Smith For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Company-Specific--Governance-Related - No Greenmail payments Against Against Shareholder 6 Approve/Amend Terms of Existing Poison Pill Against For Shareholder Page 29 WELLPOINT INC Ticker: WLP Security ID: 94973V107 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Sheila P. Burke For For Management 1.2 Elect Director Victor S. Liss For For Management 1.3 Elect Director Jane G. Pisano, Ph.D. For For Management 1.4 Elect Director George A. Schaefer, Jr. For For Management 1.5 Elect Director Jackie M. Ward For For Management 1.6 Elect Director John E. Zuccotti For For Management 2 Company Specific--Approve Majority Voting for the Non- Contested Election of Directors For For Management 3 Ratify Auditors For For Management CAPITAL ONE MID-CAP EQUITY FUND A.G. EDWARDS, INC. Ticker: AGE Security ID: 281760108 Meeting Date: JUN 21, 2007 Meeting Type: Annual Record Date: MAY 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Robert L. Bagby For For Management 1.2 Elect Director E. Eugene Carter For For Management 1.3 Elect Director Peter B. Madoff For For Management 2 Ratify Auditors For For Management ABERCROMBIE & FITCH CO. Ticker: ANF Security ID: 002896207 Meeting Date: JUN 13, 2007 Meeting Type: Annual Record Date: APR 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John A. Golden For For Management 1.2 Elect Director Edward F. Limato For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Ratify Auditors For For Management Page 30 AIRGAS, INC. Ticker: ARG Security ID: 009363102 Meeting Date: AUG 9, 2006 Meeting Type: Annual Record Date: JUN 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director James W. Hovey For For Management 1.2 Elect Director Paula A. Sneed For For Management 1.3 Elect Director David M. Stout For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Amend Qualified Employee Stock Purchase Plan For For Management 4 Ratify Auditors For For Management AKAMAI TECHNOLOGIES, INC. Ticker: AKAM Security ID: 00971T101 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: APR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Ronald Graham For For Management 1.2 Elect Director F. Thomson Leighton For For Management 1.3 Elect Director Paul Sagan For For Management 1.4 Elect Director Naomi Seligman For For Management 2 Ratify Auditors For For Management ALLETE INC. Ticker: ALE Security ID: 018522300 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Kathleen A. Brekken For For Management 1.2 Elect Director Heidi J. Eddins For For Management 1.3 Elect Director Sidney W. Emery, Jr. For For Management 1.4 Elect Director James J. Hoolihan For For Management 1.5 Elect Director Madeleine W. Ludlow For For Management 1.6 Elect Director George L. Mayer For For Management 1.7 Elect Director Roger D. Peirce For For Management 1.8 Elect Director Jack I. Rajala For For Management 1.9 Elect Director Donald J. Shippar For For Management 1.10 Elect Director Bruce W. Stender For For Management 2 Ratify Auditors For For Management Page 31 ALLIED WASTE INDUSTRIES, INC. Ticker: AW Security ID: 019589308 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Robert M. Agate For For Management 1.2 Elect Director Charles H. Cotros For For Management 1.3 Elect Director James W. Crownover For For Management 1.4 Elect Director Stephanie Drescher For For Management 1.5 Elect Director William J. Flynn For For Management 1.6 Elect Director David I. Foley For For Management 1.7 Elect Director Nolan Lehmann For For Management 1.8 Elect Director Steven Martinez For For Management 1.9 Elect Director James A. Quella For For Management 1.10 Elect Director John M. Trani For For Management 1.11 Elect Director John J. Zillmer For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election of Directors Against For Shareholder AMERICAN CAPITAL STRATEGIES, LTD. Ticker: ACAS Security ID: 024937104 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Mary C. Baskin For For Management 1.2 Elect Director John A. Koskinen For For Management 1.3 Elect Director Alvin N. Puryear For For Management 2 Approve Stock Option Plan For Against Management 3 Declassify the Board of Directors For For Management 4 Increase Authorized Common Stock For Against Management 5 Amend Executive Incentive Bonus Plan For Against Management 6 Ratify Auditors For For Management 7 Other Business For Against Management AMERICAN EAGLE OUTFITTERS, INC. Ticker: AEO Security ID: 02553E106 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Jon P. Diamond For For Management 1.2 Elect Director Alan T. Kane For For Management 1.3 Elect Director Cary D. Mcmillan For For Management 1.4 Elect Director James V. O'Donnell For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management Page 32 AMERICAN FINANCIAL GROUP, INC. Ticker: AFG Security ID: 025932104 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Carl H. Lindner For For Management 1.2 Elect Director Carl H. Lindner, III For For Management 1.3 Elect Director S. Craig Lindner For For Management 1.4 Elect Director Kenneth C. Ambrecht For For Management 1.5 Elect Director Theodore H. Emmerich For For Management 1.6 Elect Director James E. Evans For For Management 1.7 Elect Director Terry S. Jacobs For For Management 1.8 Elect Director William R. Martin For For Management 1.9 Elect Director William W. Verity For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management AMERICAN GREETINGS CORP. Ticker: AM Security ID: 026375105 Meeting Date: JUN 22, 2007 Meeting Type: Annual Record Date: MAY 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Dr. Scott S. Cowen For For Management 1.2 Elect Director William E MacDonald, III For For Management 1.3 Elect Director Charles A. Ratner For For Management 1.4 Elect Director Zev Weiss For Withhold Management 2 Approve Omnibus Stock Plan For For Management AMERIGROUP CORP. Ticker: AGP Security ID: 03073T102 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Kay Coles James For For Management 1.2 Elect Director Jeffrey L. McWaters For For Management 1.3 Elect Director Uwe E. Reinhardt, Ph.D. For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management AMERUS GROUP CO. Ticker: AMH Security ID: 03072M108 Meeting Date: OCT 19, 2006 Meeting Type: Special Record Date: SEP 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Approve Merger Agreement For For Management Page 33 APPLERA CORP Ticker: ABI Security ID: 038020103 Meeting Date: OCT 19, 2006 Meeting Type: Annual Record Date: AUG 30, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Richard H. Ayers For For Management 1.2 Elect Director Jean-Luc Belingard For Withhold Management 1.3 Elect Director Robert H. Hayes For For Management 1.4 Elect Director Arnold J. Levine For For Management 1.5 Elect Director William H. Longfield For For Management 1.6 Elect Director Theodore E. Martin For For Management 1.7 Elect Director Carolyn W. Slayman For For Management 1.8 Elect Director Orin R. Smith For For Management 1.9 Elect Director James R. Tobin For Withhold Management 1.10 Elect Director Tony L. White For For Management 2 Ratify Auditors For For Management 3 Change Company Name For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Omnibus Stock Plan For For Management ASSURANT INC Ticker: AIZ Security ID: 04621X108 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Michel Baise For For Management 1.2 Elect Director Howard L. Carver For For Management 1.3 Elect Director Juan N. Cento For For Management 1.4 Elect Director Allen R. Freedman For For Management 2 Ratify Auditors For For Management AVNET, INC. Ticker: AVT Security ID: 053807103 Meeting Date: NOV 9, 2006 Meeting Type: Annual Record Date: SEP 12, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Eleanor Baum For For Management 1.2 Elect Director J. Veronica Biggins For For Management 1.3 Elect Director Lawrence W. Clarkson For For Management 1.4 Elect Director Ehud Houminer For For Management 1.5 Elect Director James A. Lawrence For For Management 1.6 Elect Director Frank R. Noonan For For Management 1.7 Elect Director Ray M. Robinson For For Management 1.8 Elect Director Gary L. Tooker For For Management 1.9 Elect Director Roy Vallee For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Separate Chairman and CEO Positions Against Against Shareholder Page 34 BANK OF HAWAII CORP. Ticker: BOH Security ID: 062540109 Meeting Date: APR 27, 2007 Meeting Type: Annual Record Date: FEB 28, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Mary G.F. Bitterman For For Management 1.2 Elect Director Martin A. Stein For For Management 1.3 Elect Director Barbara J. Tanabe For For Management 1.4 Elect Director Robert W. Wo, Jr. For For Management 2 Ratify Auditors For For Management BARR PHARMACEUTICALS INC Ticker: BRL Security ID: 068306109 Meeting Date: NOV 9, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Bruce L. Downey For For Management 1.2 Elect Director Paul M. Bisaro For For Management 1.3 Elect Director George P. Stephan For For Management 1.4 Elect Director Harold N. Chefitz For For Management 1.5 Elect Director Richard R. Frankovic For For Management 1.6 Elect Director Peter R. Seaver For For Management 1.7 Elect Director James S. Gilmore, III For Withhold Management 2 Ratify Auditors For For Management BJ SERVICES COMPANY Ticker: BJS Security ID: 055482103 Meeting Date: JAN 30, 2007 Meeting Type: Annual Record Date: DEC 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Don D. Jordan For For Management 1.2 Elect Director William H. White For For Management BMC SOFTWARE, INC. Ticker: BMC Security ID: 055921100 Meeting Date: AUG 22, 2006 Meeting Type: Annual Record Date: JUL 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director B. Garland Cupp For For Management 1.2 Elect Director Robert E. Beauchamp For For Management 1.3 Elect Director Jon E. Barfield For For Management 1.4 Elect Director John W. Barter For For Management 1.5 Elect Director Meldon K. Gafner For For Management 1.6 Elect Director Lew W. Gray For For Management 1.7 Elect Director P. Thomas Jenkins For For Management 1.8 Elect Director Louis J. Lavigne, Jr. For For Management 1.9 Elect Director Kathleen A. O'Neil For For Management 1.10 Elect Director George F. Raymond For For Management 1.11 Elect Director Tom C. Tinsley For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase Plan For For Management Page 35 BOB EVANS FARMS, INC. Ticker: BOBE Security ID: 096761101 Meeting Date: SEP 11, 2006 Meeting Type: Annual Record Date: JUL 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Larry C. Corbin For For Management 1.2 Elect Director Steven A. Davis For For Management 1.3 Elect Director Robert E.H. Rabold For For Management 2 Approve Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Require a Majority Vote for the Election of Directors Against For Shareholder CB RICHARD ELLIS GROUP INC Ticker: CBG Security ID: 12497T101 Meeting Date: JUN 1, 2007 Meeting Type: Annual Record Date: APR 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Richard C. Blum For For Management 1.2 Elect Director Patrice Marie Daniels For For Management 1.3 Elect Director Thomas A. Daschle For For Management 1.4 Elect Director Curtis F. Feeny For For Management 1.5 Elect Director Bradford M. Freeman For For Management 1.6 Elect Director Michael Kantor For For Management 1.7 Elect Director Frederic V. Malek For For Management 1.8 Elect Director Robert E. Sulentic For For Management 1.9 Elect Director Jane J. Su For For Management 1.10 Elect Director Brett White For For Management 1.11 Elect Director Gary L. Wilson For For Management 1.12 Elect Director Ray Wirta For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management Page 36 CDW CORP. Ticker: CDWC Security ID: 12512N105 Meeting Date: JUN 5, 2007 Meeting Type: Annual Record Date: APR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director Michelle L. Collins For For Management 2 Elect Director Casey G. Cowell For For Management 3 Elect Director John A. Edwardson For For Management 4 Elect Director Daniel S. Goldin For For Management 5 Elect Director Thomas J. Hansen For For Management 6 Elect Director Donald P. Jacobs For For Management 7 Elect Director Stephan A. James For For Management 8 Elect Director Michael P. Krasny For For Management 9 Elect Director Terry L. Lengfelder For For Management 10 Elect Director Susan D. Wellington For For Management 11 Elect Director Brian E. Williams For For Management 12 Ratify Auditors For For Management CELANESE CORP. Ticker: CE Security ID: 150870103 Meeting Date: AUG 14, 2006 Meeting Type: Special Record Date: JUL 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Martin G. McGuinn For For Management 1.2 Elect Director John K. Wulff For For Management CELANESE CORP. Ticker: CE Security ID: 150870103 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Chinh E. Chu For For Management 1.2 Elect Director Mark C. Rohr For For Management 1.3 Elect Director David N. Weidman For For Management 2 Ratify Auditors For For Management CENTURYTEL, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 10, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director William R. Boles, Jr. For For Management 1.2 Elect Director W. Bruce Hanks For For Management 1.3 Elect Director C.G. Melville, Jr. For For Management 1.4 Elect Director Glen F. Post, III For For Management 2 Ratify Auditors For For Management 3 Approve Report of the Compensation Committee Against Against Shareholder Page 37 CHARLES RIVER LABORATORIES INTERNATIONAL, INC. Ticker: CRL Security ID: 159864107 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director James C. Foster For For Management 1.2 Elect Director Stephen D. Chubb For For Management 1.3 Elect Director George E. Massaro For For Management 1.4 Elect Director George M. Milne, Jr. For For Management 1.5 Elect Director Douglas E. Rogers For For Management 1.6 Elect Director Samuel O. Thier For For Management 1.7 Elect Director William H. Waltrip For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 2, 2006 Meeting Type: Annual Record Date: SEP 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 1.8 Elect Director Jide Zeitlin For For Management COMERICA INC. Ticker: CMA Security ID: 200340107 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director Ralph W. Babb, Jr. For For Management 2 Elect Director James F. Cordes For For Management 3 Elect Director Peter D. Cummings For For Management 4 Elect Director William P. Vititoe For For Management 5 Elect Director Kenneth L. Way For For Management 6 Ratify Auditors For For Management 7 Prepare Sustainability Report Against For Shareholder CON-WAY INC Ticker: CNW Security ID: 205944101 Meeting Date: APR 17, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John J. Anton For For Management 1.2 Elect Director W. Keith Kennedy, Jr. For For Management 1.3 Elect Director John C. Pope For For Management 1.4 Elect Director Douglas W. Stotlar For For Management 1.5 Elect Director Peter W. Stott For For Management 2 Ratify Auditors For For Management Page 38 CONTINENTAL AIRLINES, INC. Ticker: CAL Security ID: 210795308 Meeting Date: JUN 12, 2007 Meeting Type: Annual Record Date: APR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Thomas J. Barrack, Jr. For For Management 1.2 Elect Director Kirbyjon H. Caldwell For For Management 1.3 Elect Director Lawrence W. Kellner For For Management 1.4 Elect Director Douglas H. McCorkindale For For Management 1.5 Elect Director Henry L. Meyer, III For For Management 1.6 Elect Director Oscar Munoz For For Management 1.7 Elect Director George G.C. Parker For For Management 1.8 Elect Director Jeffery A. Smisek For For Management 1.9 Elect Director Karen Hastie Williams For For Management 1.10 Elect Director Ronald B. Woodard For For Management 1.11 Elect Director Charles A. Yamarone For For Management 2 Ratify Auditors For For Management 3 Publish Political Contributions Against Against Shareholder 4 Performance-Based and/or Time-Based Equity Awards Against Against Shareholder 5 Other Business None Against Management CUMMINS , INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director Robert J. Darnall For For Management 2 Elect Director John M. Deutch For For Management 3 Elect Director Alexis M. Herman For For Management 4 Elect Director F. Joseph Loughrey For For Management 5 Elect Director William I. Miller For For Management 6 Elect Director Georgia R. Nelson For For Management 7 Elect Director Theodore M. Solso For For Management 8 Elect Director Carl Ware For For Management 9 Elect Director J. Lawrence Wilson For For Management 10 Ratify Auditors For For Management 11 Amend Omnibus Stock Plan For For Management 12 Increase Authorized Common Stock For For Management Page 39 DUN & BRADSTREET CORP, THE Ticker: DNB Security ID: 26483E100 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John W. Alden For For Management 1.2 Elect Director Christopher J. Coughlin For For Management 1.3 Elect Director Victor A. Pelson For For Management 2 Ratify Auditors For For Management 3 Amend Non-Employee Director Omnibus Stock Plan For For Management ENERGEN CORP. Ticker: EGN Security ID: 29265N108 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 2, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Stephen D. Ban For For Management 1.2 Elect Director Julian W. Banton For For Management 1.3 Elect Director T. Michael Goodrich For For Management 1.4 Elect Director Wm. Michael Warren, Jr. For For Management 1.5 Elect Director James T. McManus, II For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management ENERGIZER HOLDINGS, INC. Ticker: ENR Security ID: 29266R108 Meeting Date: JAN 22, 2007 Meeting Type: Annual Record Date: NOV 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director R. David Hoover For Withhold Management 1.2 Elect Director John C. Hunter For For Management 1.3 Elect Director John E. Klein For For Management 1.4 Elect Director John R. Roberts For For Management FLORIDA ROCK INDUSTRIES, INC. Ticker: FRK Security ID: 341140101 Meeting Date: FEB 7, 2007 Meeting Type: Annual Record Date: DEC 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Thompson S. Baker Ii For For Management 1.2 Elect Director John A. Delaney For For Management 1.3 Elect Director Luke E. Fichthorn III For For Management 1.4 Elect Director Francis X. Knott For For Management 2 Ratify Auditors For For Management Page 40 FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director James T. Hackett For For Management 2 Elect Director Kent Kresa For For Management 3 Elect Director Lord Robin W. Renwick For For Management 4 Elect Director Peter S. Watson For For Management 5 Ratify Auditors For For Management GLOBAL PAYMENTS, INC. Ticker: GPN Security ID: 37940X102 Meeting Date: SEP 27, 2006 Meeting Type: Annual Record Date: AUG 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Alex W. Hart For For Management 1.2 Elect Director William I Jacobs For For Management 1.3 Elect Director Alan M. Silberstein For For Management 1.4 Elect Director Ruth Ann Marshall For For Management GRANITE CONSTRUCTION INC. Ticker: GVA Security ID: 387328107 Meeting Date: MAY 21, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director William G. Dorey For For Management 1.2 Elect Director Rebecca A. McDonald For For Management 1.3 Elect Director William H. Powell For For Management 1.4 Elect Director Claes G. Bjork For For Management 2 Company Specific- Majority Vote for the Election of Directors For For Management 3 Ratify Auditors For For Management HARRIS CORP. Ticker: HRS Security ID: 413875105 Meeting Date: OCT 27, 2006 Meeting Type: Annual Record Date: SEP 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Terry D. Growcock For For Management 1.2 Elect Director Leslie F. Kenne For For Management 1.3 Elect Director David B. Rickard For For Management 1.4 Elect Director Gregory T. Swienton For For Management 2 Ratify Auditors For For Management Page 41 HILLENBRAND INDUSTRIES, INC. Ticker: HB Security ID: 431573104 Meeting Date: FEB 8, 2007 Meeting Type: Annual Record Date: DEC 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Ray J. Hillenbrand For For Management 1.2 Elect Director Mark D. Ketchum For For Management 1.3 Elect Director Peter H. Soderberg For For Management 2 Ratify Auditors For For Management HORMEL FOODS CORP. Ticker: HRL Security ID: 440452100 Meeting Date: JAN 30, 2007 Meeting Type: Annual Record Date: DEC 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director John R. Block For For Management 1.2 Elect Director Jeffrey M. Ettinger For For Management 1.3 Elect Director E. Peter Gillette, Jr. For For Management 1.4 Elect Director Luella G. Goldberg For For Management 1.5 Elect Director Susan I. Marvin For For Management 1.6 Elect Director Michael J. Mccoy For For Management 1.7 Elect Director John L. Morrison For For Management 1.8 Elect Director Elsa A. Murano For For Management 1.9 Elect Director Robert C. Nakasone For For Management 1.10 Elect Director Dakota A. Pippins For For Management 1.11 Elect Director Gary J. Ray For For Management 1.12 Elect Director Hugh C. Smith, M.D. For For Management 1.13 Elect Director John G. Turner For For Management 2 Ratify Auditors For For Management 3 Report on Feasibility of Improving Animal Welfare Standards Against Against Shareholder HOSPITALITY PROPERTIES TRUST Ticker: HPT Security ID: 44106M102 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director William A. Lamkin For For Management 2 Amend Declaration of Trust--Election of Trustees For Against Management 3 Amend Declaration of Trust--Amend For Against Management Declaration of Trust-(a)Amend Trust(i)Qualification of Trustees,(ii)Policies(iii)Restrictions, (iv)Special voting rights,business combinations(v)Provisions governing amendments to trust(b)Termination of Trust 4 Amend Declaration of Trust--Authorize For Against Management Board to divide or combine the oustanding shares, any class or series without shareholder vote. 5 Amend Declaration of Trust--Any For For Management shareholder violating Declaration of Trust will indemnify and hold us harmless from all costs, expense, penalties and fines, together with interest on such amounts. 6 Adjourn Meeting For Against Management Page 42 HRPT PROPERTIES TRUST Ticker: HRP Security ID: 40426W101 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Patrick F. Donelan For For Management 2 Amend Declaration of Trust - Election of Trustees For Against Management 3 Amend Declaration of Trust-(a)Amend For Against Management Trust(i)Qualification of Trustees,(ii)Policies(iii)Restrictions, (iv)Special voting rights,business combinations(v)Provisions governing amendments to trust(b)Termination of Trust 4 Amend Declaration of Trust--Authorize For Against Management Board to Divide or Combine Outstanding Shares, any class or series, without shareholder vote to the extent permitted by Maryland Law. 5 Amend Declaration of Trust--Any For For Management shareholder violating Declaration of Trust will indemnify and hold us harmless from all costs, expense, penalties and fines, together with interest on such amounts. 6 Amend Declaration of Trust--Permit For For Management Issuance of Securities redeemable at the option of holders. 7 Adjourn Meeting For Against Management HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Elect Director David A. Jones, Jr. For For Management 2 Elect Director Frank A. D'Amelio For For Management 3 Elect Director W. Roy Dunbar For For Management 4 Elect Director Kurt J. Hilzinger For For Management 5 Elect Director Michael B. McCallister For For Management 6 Elect Director James J. O'Brien For For Management 7 Elect Director W. Ann Reynolds For For Management 8 Elect Director James O. Robbins For For Management 9 Ratify Auditors For For Management Page 43 IKON OFFICE SOLUTIONS, INC. Ticker: IKN Security ID: 451713101 Meeting Date: FEB 21, 2007 Meeting Type: Annual Record Date: DEC 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Philip E. Cushing For For Management 1.2 Elect Director Matthew J. Espe For For Management 1.3 Elect Director Thomas R. Gibson For For Management 1.4 Elect Director Richard A. Jalkut For For Management 1.5 Elect Director Arthur E. Johnson For For Management 1.6 Elect Director Kurt M. Landgraf For For Management 1.7 Elect Director Gerald Luterman For For Management 1.8 Elect Director William E. Mccracken For For Management 1.9 Elect Director William L. Meddaugh For For Management 1.10 Elect Director Hellene S. Runtagh For For Management 1.11 Elect Director Anthony P. Terracciano For For Management 2 Ratify Auditors For For Management IMATION CORP. Ticker: IMN Security ID: 45245A107 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Charles A. Haggerty For For Management 1.2 Elect Director Glen A. Taylor For For Management 1.3 Elect Director Daryl J. White For For Management 2 Ratify Auditors For For Management INDYMAC BANCORP, INC. Ticker: NDE Security ID: 456607100 Meeting Date: APR 26, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Michael W. Perry For For Management 1.2 Elect Director Louis E. Caldera For For Management 1.3 Elect Director Lyle E. Gramley For For Management 1.4 Elect Director Lyle E. Gramley For For Management 1.5 Elect Director Patrick C. Haden For For Management 1.6 Elect Director Terrance G. Hodel For For Management 1.7 Elect Director Robert L. Hunt II For For Management 1.8 Elect Director Lydia H. Kennard For For Management 1.9 Elect Director Senator John Seymour For For Management 1.10 Elect Director Bruce G. Willison For For Management 2 Ratify Auditors For For Management Page 44 INGRAM MICRO, INC. Ticker: IM Security ID: 457153104 Meeting Date: JUN 6, 2007 Meeting Type: Annual Record Date: APR 11, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Orrin H. Ingram, Ii For For Management 1.2 Elect Director Michael T. Smith For For Management 1.3 Elect Director Gregory M.E. Spierkel For For Management 1.4 Elect Director Joe B. Wyatt For For Management 1.5 Elect Director Leslie S. Heisz For For Management INTERNATIONAL FLAVORS & FRAGRANCES INC. Ticker: IFF Security ID: 459506101 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Margaret Hayes Adame For For Management 1.2 Elect Director Robert M. Amen For For Management 1.3 Elect Director GA?A 1/4nter Blobel For For Management 1.4 Elect Director J. Michael Cook For For Management 1.5 Elect Director Peter A. Georgescu For For Management 1.6 Elect Director Alexandra A. Herzan For For Management 1.7 Elect Director Henry W. Howell, Jr. For For Management 1.8 Elect Director Arthur C. Martinez For For Management 1.9 Elect Director Burton M. Tansky For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: JAN 24, 2007 Meeting Type: Annual Record Date: NOV 16, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Robert L. Barnett For For Management 1.2 Elect Director Eugenio C. Reyes-Retana For For Management 1.3 Elect Director Jeffrey A. Joerres For For Management 1.4 Elect Director Richard F. Teerlink For For Management 2 Ratify Auditors For For Management 3 Approve Stock Option Plan For For Management Page 45 JONES LANG LASALLE, INC. Ticker: JLL Security ID: 48020Q107 Meeting Date: MAY 30, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Henri-Claude De Bettignies For For Management 1.2 Elect Director Darryl Hartley-Leonard For For Management 1.3 Elect Director Sir Derek Higgs For For Management 1.4 Elect Director Lauralee E. Martin For For Management 1.5 Elect Director Alain Monie For For Management 1.6 Elect Director Thomas C. Theobald For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management JOY GLOBAL, INC. Ticker: JOYG Security ID: 481165108 Meeting Date: FEB 22, 2007 Meeting Type: Annual Record Date: JAN 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Steven L. Gerard For For Management 1.2 Elect Director John Nils Hanson For For Management 1.3 Elect Director Ken C. Johnsen For For Management 1.4 Elect Director Gale E. Klappa For For Management 1.5 Elect Director Richard B. Loynd For For Management 1.6 Elect Director P. Eric Siegert For For Management 1.7 Elect Director Michael W. Sutherlin For For Management 1.8 Elect Director James H. Tate For For Management 2 Approve Omnibus Stock Plan For Against Management 3 Increase Authorized Common Stock For Against Management LOUISIANA-PACIFIC CORP Ticker: LPX Security ID: 546347105 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Lizanne C. Gottung For For Management 1.2 Elect Director Dustan E. McCoy For For Management 1.3 Elect Director Colin D. Watson For For Management 2 Ratify Auditors For For Management Page 46 MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 18, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Michael J. Dolan For For Management 1.2 Elect Director Robert A. Eckert For For Management 1.3 Elect Director Frances D. Fergusson For For Management 1.4 Elect Director Tully M. Friedman For For Management 1.5 Elect Director Dominic Ng For For Management 1.6 Elect Director Andrea L. Rich For For Management 1.7 Elect Director Ronald L. Sargent For For Management 1.8 Elect Director Dean A. Scarborough For For Management 1.9 Elect Director Christopher A. Sinclair For For Management 1.10 Elect Director G. Craig Sullivan For For Management 1.11 Elect Director Kathy Brittain White For For Management 2 Ratify Auditors For For Management 3 Company Specific- Approve Majority Vote and Eliminate Cumulative Voting For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Limit Executive Compensation Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Report Progress on Improving Work and Living Conditions Against Against Shareholder 8 Pay for Superior Performance Against For Shareholder MDU RESOURCES GROUP, INC. Ticker: MDU Security ID: 552690109 Meeting Date: APR 24, 2007 Meeting Type: Annual Record Date: FEB 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Terry D. Hildestad For For Management 1.2 Elect Director Dennis W. Johnson For For Management 1.3 Elect Director John L. Olson For For Management 1.4 Elect Director John K. Wilson For For Management 2 Increase Authorized Common Stock For For Management 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management 5 Sustainability Report Against For Shareholder MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: OCT 25, 2006 Meeting Type: Annual Record Date: SEP 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Robert J. Boehlke For For Management 1.2 Elect Director C. Douglas Marsh For For Management MEMC ELECTRONIC MATERIALS, INC. Ticker: WFR Security ID: 552715104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John Marren For Withhold Management 1.2 Elect Director William E. Stevens For For Management 1.3 Elect Director James B. Williams For For Management 2 Amend Omnibus Stock Plan For For Management Page 47 MENS WEARHOUSE, INC., THE Ticker: MW Security ID: 587118100 Meeting Date: JUN 13, 2007 Meeting Type: Annual Record Date: APR 25, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director George Zimmer For For Management 1.2 Elect Director David H. Edwab For For Management 1.3 Elect Director Rinaldo S. Brutoco For For Management 1.4 Elect Director Michael L. Ray For For Management 1.5 Elect Director Sheldon I. Stein For For Management 1.6 Elect Director Deepak Chopra For Withhold Management 1.7 Elect Director William B. Sechrest For For Management 1.8 Elect Director Larry R. Katzen For For Management MICREL, INC. Ticker: MCRL Security ID: 594793101 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Raymond D. Zinn For For Management 1.2 Elect Director Michael J. Callahan For For Management 1.3 Elect Director David W. Conrath For For Management 1.4 Elect Director Neil J. Miotto For For Management 1.5 Elect Director Frank W. Schneider For For Management 2 Ratify Auditors For For Management 3 Other Business For Against Management MICROCHIP TECHNOLOGY, INC. Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 18, 2006 Meeting Type: Annual Record Date: JUN 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Steve Sanghi For For Management 1.2 Elect Director Albert J. Hugo-Martinez For For Management 1.3 Elect Director L.B. Day For For Management 1.4 Elect Director Matthew W. Chapman For For Management 1.5 Elect Director Wade F. Meyercord For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management Page 48 MOLSON COORS BREWING CO Ticker: TAP Security ID: 60871R209 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John E. Cleghorn For For Management 1.2 Elect Director Charles M. Herington For For Management 1.3 Elect Director David P. O'Brien For For Management MPS GROUP INC Ticker: MPS Security ID: 553409103 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Derek E. Dewan For For Management 1.2 Elect Director Timothy D. Payne For For Management 1.3 Elect Director Peter J. Tanous For For Management 1.4 Elect Director T. Wayne Davis For For Management 1.5 Elect Director John R. Kennedy For For Management 1.6 Elect Director Michael D. Abney For For Management 1.7 Elect Director William M. Isaac For For Management 1.8 Elect Director Darla D. Moore For For Management 1.9 Elect Director Arthur B. Laffer, Ph.D. For For Management MYLAN LABORATORIES INC. Ticker: MYL Security ID: 628530107 Meeting Date: JUL 28, 2006 Meeting Type: Annual Record Date: JUN 5, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Milan Puskar For For Management 1.2 Elect Director Robert J. Coury For For Management 1.3 Elect Director Wendy Cameron For For Management 1.4 Elect Director Neil Dimick, CPA For For Management 1.5 Elect Director Douglas J. Leech, CPA For For Management 1.6 Elect Director Joseph C. Maroon, Md For For Management 1.7 Elect Director Rodney L. Piatt, CPA For For Management 1.8 Elect Director C.B. Todd For For Management 1.9 Elect Director Rl Vanderveen, Ph.D, Rph For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management NETFLIX. INC Ticker: NFLX Security ID: 64110L106 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Timothy M. Haley For For Management 1.2 Elect Director Michael N. Schuh For For Management 1.3 Elect Director Gregory S. Stanger For For Management 2 Ratify Auditors For For Management Page 49 NEWELL RUBBERMAID INC. Ticker: NWL Security ID: 651229106 Meeting Date: MAY 8, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1.1 Elect Director Scott S. Cowen For Withhold Management 1.2 Elect Director Cynthia A. Montgomery For Withhold Management 1.3 Elect Director Gordon R. Sullivan For Withhold Management 1.4 Elect Director Michael A. Todman For For Management 2 Ratify Auditors For For Management 3 Adopt Simple Majority Vote Against For Shareholder 4 Require a Majority Vote for the Election of Directors Against For Shareholder NEWFIELD EXPLORATION CO. Ticker: NFX Security ID: 651290108 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director David A. Trice For For Management 1.2 Elect Director David F. Schaible For For Management 1.3 Elect Director Howard H. Newman For For Management 1.4 Elect Director Thomas G. Ricks For For Management 1.5 Elect Director C.E. (chuck) Shultz For For Management 1.6 Elect Director Dennis R. Hendrix For For Management 1.7 Elect Director Philip J. Burguieres For For Management 1.8 Elect Director John Randolph Kemp III For For Management 1.9 Elect Director J. Michael Lacey For For Management 1.10 Elect Director Joseph H. Netherland For For Management 1.11 Elect Director J. Terry Strange For For Management 1.12 Elect Director Pamela J. Gardner For For Management 1.13 Elect Director Juanita F. Romans For Withhold Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Restricted Stock Plan For For Management 4 Ratify Auditors For For Management NRG ENERGY INC Ticker: NRG Security ID: 629377508 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director David Crane For For Management 1.2 Elect Director Stephen L. Cropper For For Management 1.3 Elect Director Maureen Miskovic For For Management 1.4 Elect Director Thomas H. Weidemeyer For For Management 2 Ratify Auditors For For Management Page 50 OHIO CASUALTY CORP. Ticker: OCAS Security ID: 677240103 Meeting Date: MAY 16, 2007 Meeting Type: Annual Record Date: MAR 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Terrence J. Baehr For For Management 1.2 Elect Director Stanley N. Pontius For For Management 1.3 Elect Director Ronald W. Tysoe For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management OMI CORPORATION - NEW Ticker: OMM Security ID: Y6476W104 Meeting Date: JUN 28, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Michael Klabanoff For For Management 1.2 Elect Director Donald C. Trauscht For For Management 2 Ratify Auditors For For Management PINNACLE WEST CAPITAL CORP. Ticker: PNW Security ID: 723484101 Meeting Date: MAY 23, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Declassify the Board of Directors For For Management 2.1 Elect Director Roy A. Herberger, Jr. For For Management 2.2 Elect Director Humberto S. Lopez For For Management 2.3 Elect Director Kathryn L. Munro For For Management 2.4 Elect Director William L. Stewart For For Management 2.5 Elect Director Edward N. Basha, Jr. For For Management 2.6 Elect Director Jack E. Davis For For Management 2.7 Elect Director Michael L. Gallagher For For Management 2.8 Elect Director Pamela Grant For For Management 2.9 Elect Director William S. Jamieson, Jr. For For Management 2.10 Elect Director Bruce J. Nordstrom For For Management 2.11 Elect Director William J. Post For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management Page 51 PLUM CREEK TIMBER COMPANY, INC. Ticker: PCL Security ID: 729251108 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ----------- 1 Elect Director Rick R. Holley For For Management 2 Elect Director Ian B. Davidson For For Management 3 Elect Director Robin Josephs For For Management 4 Elect Director John G. McDonald For For Management 5 Elect Director Robert B. McLeod For For Management 6 Elect Director John F. Morgan, Sr. For For Management 7 Elect Director John H. Scully For For Management 8 Elect Director Stephen C. Tobias For For Management 9 Elect Director Carl B. Webb For For Management 10 Elect Director Martin A. White For For Management 11 Ratify Auditors For For Management 12 Report on Political Contributions Against For Shareholder 13 Pay For Superior Performance Against Against Shareholder PMI GROUP, INC., THE Ticker: PMI Security ID: 69344M101 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Mariann Byerwalter For For Management 1.2 Elect Director James C. Castle For For Management 1.3 Elect Director Carmine Guerro For For Management 1.4 Elect Director Wayne E. Hedien For For Management 1.5 Elect Director Louis G. Lower Ii For For Management 1.6 Elect Director Raymond L. Ocampo Jr. For For Management 1.7 Elect Director John D. Roach For For Management 1.8 Elect Director Kenneth T. Rosen For For Management 1.9 Elect Director Steven L. Scheid For For Management 1.10 Elect Director L. Stephen Smith For For Management 1.11 Elect Director Jose H. Villarreal For For Management 1.12 Elect Director Mary Lee Widener For For Management 1.13 Elect Director Ronald H. Zech For For Management 2 Ratify Auditors For For Management PRECISION CASTPARTS CORP. Ticker: PCP Security ID: 740189105 Meeting Date: AUG 16, 2006 Meeting Type: Annual Record Date: JUN 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Mark Donegan For For Management 1.2 Elect Director Vernon E. Oechsle For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management Page 52 QUESTAR CORP. Ticker: STR Security ID: 748356102 Meeting Date: MAY 15, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Teresa Beck For For Management 1.2 Elect Director R.D. Cash For For Management 1.3 Elect Director Robert E. McKee For For Management 1.4 Elect Director Gary G. Michael For For Management 1.5 Elect Director Charles B. Stanley For For Management RADIAN GROUP INC. Ticker: RDN Security ID: 750236101 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Approve Merger Agreement For For Management 2.1 Elect Directors Herbert Wender For For Management 2.2 Elect Directors David C. Carney For For Management 2.3 Elect Directors Howard B. Culang For For Management 2.4 Elect Directors Stephen T. Hopkins For For Management 2.5 Elect Directors Sanford A. Ibrahim For For Management 2.6 Elect Directors James W. Jennings For For Management 2.7 Elect Directors Ronald W. Moore For For Management 2.8 Elect Directors Jan Nicholson For For Management 2.9 Elect Directors Robert W. Richards For For Management 2.10 Elect Directors Anthony W. Schweiger For For Management 3 Ratify Auditors For For Management 4 Adjourn Meeting For For Management REINSURANCE GROUP OF AMERICA, INCORPORATED Ticker: RGA Security ID: 759351109 Meeting Date: MAY 23, 2007 Meeting Type: Annual Record Date: MAR 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director William J. Bartlett For For Management 1.2 Elect Director Alan C. Henderson For For Management 1.3 Elect Director A. Greig Woodring For Withhold Management 2 Amend Omnibus Stock Plan For Against Management 3 Company Specific - Sales of Securities For Against Management RESPIRONICS, INC. Ticker: RESP Security ID: 761230101 Meeting Date: NOV 14, 2006 Meeting Type: Annual Record Date: SEP 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Joseph C. Lawyer For For Management 1.2 Elect Director Sean C. Mcdonald For For Management 1.3 Elect Director Mylle H. Mangum For For Management 1.4 Elect Director John C. Miles Ii For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase Plan For For Management Page 53 ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 24, 2007 Meeting Type: Annual Record Date: MAR 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Michael J. Bush For For Management 1.2 Elect Director Norman A. Ferber For For Management 2 Ratify Auditors For For Management RUDDICK CORP. Ticker: RDK Security ID: 781258108 Meeting Date: FEB 15, 2007 Meeting Type: Annual Record Date: DEC 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Alan T. Dickson For For Management 1.2 Elect Director Anna Spangler Nelson For For Management 1.3 Elect Director Bailey W. Patrick For For Management 1.4 Elect Director Robert H. Spilman, Jr. For For Management 2 Approve/Amend Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management RYDER SYSTEM, INC. Ticker: R Security ID: 783549108 Meeting Date: MAY 4, 2007 Meeting Type: Annual Record Date: MAR 9, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Luis P. Nieto, Jr For For Management 1.2 Elect Director David I. Fuente For For Management 1.3 Elect Director Eugene A. Renna For For Management 1.4 Elect Director Abbie J. Smith For For Management 1.5 Elect Director Christine A. Varney For For Management 2 Ratify Auditors For For Management Page 54 SEI INVESTMENT COMPANY Ticker: SEIC Security ID: 784117103 Meeting Date: MAY 23, 2007 Meeting Type: Annual Record Date: APR 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Alfred P. West, Jr. For Withhold Management 1.2 Elect Director William M. Doran For Withhold Management 1.3 Elect Director Howard D. Ross For For Management 2 Approve Stock Option Plan For Against Management 3 Ratify Auditors For For Management SEQUA CORP. Ticker: SQA.A Security ID: 817320104 Meeting Date: MAY 3, 2007 Meeting Type: Annual Record Date: MAR 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Edward E. Barr For For Management 1.2 Elect Director Gail Binderman For For Management 1.3 Elect Director Richard S. LeFrak For For Management 1.4 Elect Director Michael I. Sovern For For Management 1.5 Elect Director Fred R. Sullivan For For Management 1.6 Elect Director Gerald Tsai, Jr. For For Management 1.7 Elect Director Robert E. Weinberg For For Management 1.8 Elect Director Martin Weinstein For Withhold Management 1.9 Elect Director Stanley R. Zax For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Increase Authorized Common Stock For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Amend Non-Employee Director Omnibus Stock Plan For For Management SERVICE CORPORATION INTERNATIONAL Ticker: SCI Security ID: 817565104 Meeting Date: MAY 9, 2007 Meeting Type: Annual Record Date: MAR 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Alan R. Buckwalter, III For For Management 1.2 Elect Director Victor L. Lund For For Management 1.3 Elect Director John W. Mecom, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management STEEL DYNAMICS, INC. Ticker: STLD Security ID: 858119100 Meeting Date: MAY 17, 2007 Meeting Type: Annual Record Date: MAR 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Keith E. Busse For For Management 1.2 Elect Director Mark D. Millett For For Management 1.3 Elect Director Richard P. Teets, Jr. For For Management 1.4 Elect Director John C. Bates For For Management 1.5 Elect Director Frank D. Byrne, M.D. For For Management 1.6 Elect Director Paul B. Edgerley For For Management 1.7 Elect Director Richard J. Freeland For For Management 1.8 Elect Director Jurgen Kolb For For Management 1.9 Elect Director James C. Marcuccilli For For Management 1.10 Elect Director Joseph D. Ruffolo For For Management 2 Ratify Auditors For For Management Page 55 STEELCASE INC. Ticker: SCS Security ID: 858155203 Meeting Date: JUN 21, 2007 Meeting Type: Annual Record Date: APR 25, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director James P. Hackett For For Management 1.2 Elect Director David W. Joos For For Management 1.3 Elect Director P. Craig Welch, Jr. For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management SYBASE, INC. Ticker: SY Security ID: 871130100 Meeting Date: MAY 29, 2007 Meeting Type: Annual Record Date: APR 3, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Cecilia Claudio For For Management 1.2 Elect Director L. William Krause For For Management 1.3 Elect Director Robert P. Wayman For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management TECHNE CORP. Ticker: TECH Security ID: 878377100 Meeting Date: OCT 26, 2006 Meeting Type: Annual Record Date: SEP 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1 Fix Number of Directors For For Management 2.1 Elect Director Thomas E. Oland For For Management 2.2 Elect Director Roger C. Lucas, Ph.D. For For Management 2.3 Elect Director Howard V. O'Connell For For Management 2.4 Elect Director G. Arthur Herbert For For Management 2.5 Elect Director R.C. Steer, M.D., Ph.D. For For Management 2.6 Elect Director Robert V. Baumgartner For For Management 2.7 Elect Director C.A. Dinarello, M.D. For For Management Page 56 TELEPHONE AND DATA SYSTEMS, INC. Ticker: TDS Security ID: 879433100 Meeting Date: SEP 12, 2006 Meeting Type: Annual Record Date: AUG 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director C.D. O'Leary For For Management 1.2 Elect Director M.H. Saranow For For Management 1.3 Elect Director M.L. Solomon For For Management 1.4 Elect Director H.S. Wander For For Management 2 Ratify Auditors For For Management TESORO CORP. Ticker: TSO Security ID: 881609101 Meeting Date: MAY 1, 2007 Meeting Type: Annual Record Date: MAR 13, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John F. Bookout, III For For Management 1.2 Elect Director Rodney F. Chase For For Management 1.3 Elect Director Robert W. Goldman For For Management 1.4 Elect Director Steven H. Grapstein For For Management 1.5 Elect Director William J. Johnson For For Management 1.6 Elect Director J.W. (jim) Nokes For For Management 1.7 Elect Director Donald H. Schmude For For Management 1.8 Elect Director Bruce A. Smith For For Management 1.9 Elect Director Michael E. Wiley For For Management 2 Ratify Auditors For For Management TIDEWATER INC. Ticker: TDW Security ID: 886423102 Meeting Date: JUL 20, 2006 Meeting Type: Annual Record Date: MAY 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Arthur R. Carlson For For Management 1.2 Elect Director Jon C. Madonna For For Management 1.3 Elect Director William C. O'Malley For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Approve Omnibus Stock Plan For For Management TRW AUTOMOTIVE HOLDINGS CORP Ticker: TRW Security ID: 87264S106 Meeting Date: MAY 14, 2007 Meeting Type: Annual Record Date: MAR 16, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John C. Plant For Withhold Management 1.2 Elect Director Neil P. Simpkins For Withhold Management 1.3 Elect Director Jody G. Miller For For Management 2 Ratify Auditors For For Management Page 57 UNIT CORPORATION Ticker: UNT Security ID: 909218109 Meeting Date: MAY 2, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Larry D. Pinkston For For Management 1.2 Elect Director William B. Morgan For For Management 1.3 Elect Director John H. Williams For For Management 2 Ratify Auditors For For Management VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 15, 2007 Meeting Type: Annual Record Date: DEC 18, 2006 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director John Seely Brown For For Management 1.2 Elect Director R. Andrew Eckert For For Management 1.3 Elect Director Mark R. Laret For For Management 1.4 Elect Director Kent J. Thiry For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 25, 2007 Meeting Type: Annual Record Date: MAR 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director Brian P. Anderson For For Management 1.2 Elect Director Wilbur H. Gantz For For Management 1.3 Elect Director V. Ann Hailey For For Management 1.4 Elect Director William K. Hall For For Management 1.5 Elect Director Richard L. Keyser For For Management 1.6 Elect Director Stuart L. Levenick For For Management 1.7 Elect Director John W. Mccarter, Jr. For For Management 1.8 Elect Director Neil S. Novich For For Management 1.9 Elect Director Michael J. Roberts For For Management 1.10 Elect Director Gary L. Rogers For For Management 1.11 Elect Director James T. Ryan For For Management 1.12 Elect Director James D. Slavik For For Management 1.13 Elect Director Harold B. Smith For For Management 2 Ratify Auditors For For Management Page 58 WILMINGTON TRUST CORP. Ticker: WL Security ID: 971807102 Meeting Date: APR 19, 2007 Meeting Type: Annual Record Date: FEB 20, 2007 # Proposal Mgt Rec Vote Cast Sponsor - - ------------------------------------------ ------- --------- ---------- 1.1 Elect Director R. Keith Elliott For For Management 1.2 Elect Director Gailen Krug For For Management 1.3 Elect Director Stacey J. Mobley For For Management ==================== CAPITAL ONE CASH RESERVE FUND ============================= There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. ==================== CAPITAL ONE LOUISIANA MUNICIPAL INCOME FUND =============== There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. ==================== CAPITAL ONE TOTAL RETURN BOND FUND ===================== There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. ==================== CAPITAL ONE U.S. GOVERNMENT INCOME FUND =================== There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. ==================== CAPITAL ONE U.S. TREASURY MONEY MARKET FUND =============== There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report and with respect to which the fund named above was entitled to vote. END NPX REPORT Page 59 SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Capital One Funds By (Signatures and Title)* /s/ Richard L. Chauvin ------------------------------ Richard L. Chauvin, President Date: August 8, 2007 * Print the name and title of each signing officer under his or her signature.