N-PX 1 c97996x2nvpx.txt ANNUAL REPORT OF PROXY VOTING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-09761 --------- The Potomac Insurance Trust (Exact name of registrant as specified in charter) Daniel O'Neill 33 Whitehall Street, 10th Floor New York, NY 10004 (Address of principal executive offices) (Zip code) U.S. Bancorp Fund Services, LLC 615 E. Michigan Avenue Milwaukee, WI 53202 (Name and address of agent for service) Registrant's telephone number, including area code: 646-572-3390 Date of fiscal year end: December 31, 2005 Date of reporting period: June 30, 2005 ITEM 1. PROXY VOTING RECORD. [Insert Proxy Votes Here] POTOMAC EVOLUTION VP MANAGED BOND FUND
(f) Matter (i) (d) proposed by: (g) Fund cast its vote (b) Shareholder management (m) whether (h) for management or (a) Name Ticker (c) CUSIP meeting date (e) Matter voted on shareholders (s) voted Vote: against management ------------------------------------------------------------------------------------------------------------------------------------ Nike, Inc. NKE 654106103 09/20/04 1. Directors management (m) yes for for management 2. Ratify auditors management (m) yes for for management Mentor Corporation MNT 587188103 09/15/04 1. Increase size of management yes for for management Board to 11 2. Directors management yes for for management 3. Ratify auditors management yes for for management New Century Financial Corp. NCEN 64352D101 09/15/04 1. Directors management yes for for management 2. Adopt merger plan management yes for for management 3. Performance incentive management yes for for management plan 4. Ratify auditors management yes for for management Biomet, Inc. 090613100 09/18/04 1. directors management yes for for management 2. Ratify auditors management yes for for management Engineered Support Systems EASI 292866100 09/15/04 1. Amendment to increase management yes for for management shares of common stock 2. Incentive performance management yes for for management plan 3. vote on special management yes for for management meeting AAR Corp. 000361105 10/13/04 1. directors management yes for for management Global Payments Inc. GPN 37940X102 09/21/04 1. directors management yes for for management 2. incentive plan management yes for for management Tower Automotive TWRAQ 891707101 09/20/04 1. directors management yes for for management Briggs & Stratton Corporation BGG 109043109 10/20/04 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Increase shares management yes for for management outstanding 4. Amend incentive management yes for for management compensation C-COR Incorporated CCBL 125010108 10/12/04 1. directors management yes for for management 2. Amend incentive plan management yes for for management 3. Ratify auditors management yes for for management Sempra Energy SRE 816851109 04/05/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Expense options shareholder yes for against management
4. Annual election of shareholder yes for against management directors 5. Performance-based shareholder yes for against management options 6. Shareholders rights shareholder yes against for management plan KB Home KBH 48666K109 04/07/05 1. directors management yes for for management 2. Increase shares management yes for for management outstanding 3. Ratify auditors management yes for for management Lehman Brothers Holdings LEH 524908100 04/05/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management 3. 2005 Stock Incentive management yes for for management Plan 4. CEO Compensation shareholder yes against for management Credence Systems Corporation CMOS 22530218 03/23/05 1. directors management yes for for management 2. 2005 Stock Incentive management yes against against management Plan 3. Ratify auditors management yes for for management M.D.C. Holdings, Inc. MDC 552676108 04/21/05 1. directors management yes for for management Lennar Corporation LEN 526057104 03/29/05 1. directors management yes for for management 2. Environmental matters shareholder yes against for management SBC Communications SBC 78387G103 04/29/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Stock purchase and management yes for for management deferral plan 4. Political shareholder yes against for management contributions 5. Executive shareholder yes against for management compensation 6. Performance and shareholder yes against for management time-based stock 7. Majority voting shareholder yes against for management The Black & Decker Corporation BDK 09179100 04/26/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Performance goals management yes for for management 4. Performance goals management yes for for management 5. Executive stock grants shareholder yes against for management 6. Executive compensation shareholder yes against for management The Sherwin-Williams Company SHW 824348106 04/20/05 1. directors management yes for for management 2. Ratify auditors management yes for for management National City Corporation NCC 635405103 04/26/05 1. directors management yes for for management 2. ratify auditors management yes for for management Burlington Northern Santa Fe Corp. BNI 12189T104 04/20/05 1. directors management yes for for management 2. ratify auditors management yes for for management Avery Dennison Corporation AVY 053611109 04/28/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Employee stock option management yes for for management plan
Cognex Corporation CGNX 192422103 04/21/05 1. directors management yes for for management The New York Times Company NYT 650111107 04/26/05 1. directors management yes for for management 2. Performance goals and management yes for for management awards 3. Ratify auditors management yes for for management Lone Star Technologies, Inc. LSS 542312103 04/25/05 1. directors management yes for for management 2. ratify auditors management yes for for management Adobe Systems Incorporated ADBE 00724F101 04/28/05 1. directors management yes for for management 2. Equity Incentive Plan management yes against against management 3. Director stock option management yes for for management plan 4. Expensing stock shareholder yes for against management options 5. Executive retention of shareholder yes against for management stock 6. Ratify auditors management yes for for management Merrill Lynch & Co. MER 590188108 04/22/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Director stock plan management yes for for management 4. Cumulative voting shareholder yes against for management 5. Limit CEO compensation shareholder yes against for management Pfizer, Inc. PFE 717081103 04/28/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Term limits for shareholder yes against for management directors 4. Report on access to shareholder yes against for management products 5. Importation of drugs shareholder yes against for management 6. Political shareholder yes against for management contributions 7. Product availability shareholder yes against for management in Canada 8. Separation of chairman shareholder yes against for management & ceo Schlumberger Limited SLB 806857108 04/13/05 1. directors management yes for for management 2. Approve financials management yes for for management 3. Amend article of management yes for for management incorporation 4. Approve 2005 option management yes against against management plan 5. Approve stock purchase management yes for for management plan 6. Ratify auditors management yes for for management United States Steel Corporation X 912909108 04/26/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Stock incentive plan management yes for for management 4. Incentive compensation management yes for for management plan International Business Machines Corp. IBM 459200101 04/26/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Cumulative voting shareholder yes against for management 4. Pension & retirement shareholder yes against for management medical 5. Executive compensation shareholder yes against for management
6. Expensing stock shareholder yes for against management options 7. Disclosure of exec shareholder yes against for management compensation 8. "Offshoring" shareholder yes against for management The Progressive Corporation PGR 743315103 04/15/05 1. directors management yes for for management 2. Amend code of management yes for for management regulations 3. Ratify auditors management yes for for management Fastenal Company FAST 311900104 04/19/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Dimon Incorporated DMN 254394109 04/01/05 1. directors management yes for for management 2. Merger management yes for for management 3. Name change management yes for for management 4. Increase shares management yes for for management outstanding 5. Voting requirements management yes for for management 6. Amend articles of management yes for for management incorporation 7. Other business management yes for for management Ryan's Restaurant Group, Inc. RYAN 783520109 04/11/05 1. directors management yes for for management 2. Shareholder rights management yes for for management agreement 3. Ratify auditors management yes for for management The Ryland Group, Inc. 783764103 04/20/06 1. directors management yes for for management 2. 2005 equity incentive management yes against against management plan 3. Increase shares management yes for for management outstanding 4. Greenhouse gases & shareholder yes against for management energy Whole Foods Market, Inc. WFMI 966837106 04/04/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Increase shares management yes for for management outstanding 4. 1992 stock option plan management yes for for management 5. Labeling genetically shareholder yes against for management engineered 6. Poison pill shareholder yes against for management Piper Jaffray Companies PJC 724078100 04/27/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Tellabs. Inc. TLAB 879664100 04/21/05 1. directors management yes for for management 2. Employee stock management yes for for management purchase plan 3. Ratify auditors management yes for for management Johnson & Johnson JNJ 4781860104 04/28/05 1. directors management yes for for management 2. 2005 long-term management yes against against management incentive plan 3. Ratify auditors management yes for for management Calamos Conv Opps & Inc. CHI 128117108 04/06/05 1. directors management yes for for management Stryker Corporation SYK 863667101 04/26/05 1. directors management yes for for management
Graco Inc. GGG 384109104 04/22/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Cooper Industries, Ltd. CBE G24182100 04/26/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Code of conduct shareholder yes against for management Humana Inc. HUM 444859102 04/26/05 1. Directors management yes for for management Verizon Communications Inc. VZ 92343V104 05/05/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Cumulative voting shareholder yes against for management 4. Majority vote for shareholder yes against for management director election 5. Board composition shareholder yes against for management 6. Separate chairman and shareholder yes against for management CEO 7. Directors' liability shareholder yes against for management 8. Political shareholder yes against for management contributions Wells Fargo & Company WFC 949746101 04/26/05 1. Directors management yes for for management 2. Long-term incentive management yes for for management compensation 3. Ratify auditors management yes for for management 4. Payday lending shareholder yes against for management 5. Executive compensation shareholder yes against for management 6. Performance & shareholder yes against for management time-based shares 7. CEO compensation shareholder yes against for management 8. Separate chairman and shareholder yes against for management CEO Sonic Automotive, Inc. SAH 83545G102 04/21/05 1. directors management yes for for management 2. Director stock plan management yes for for management 3. Ratify auditors management yes for for management Aetna Inc. AET 00817Y108 04/29/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. 2000 stock incentive management yes for for management plan 4. 2001 incentive plan management yes for for management 5. Cumulative voting shareholder yes against for management 6. Stock option expensing shareholder yes for against management KeyCorp. KEY 493267108 05/05/05 1. directors management yes for for management 2. ratify auditors management yes for for management BellSouth Corporation 079860102 04/25/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Political shareholder yes for for management contributions FLIR Systems, Inc. FLIR 302445101 04/20/05 1. directors management yes for for management 2. Increase shares management yes for for management outstanding Cleveland-Cliffs Inc. CLF 185896107 05/10/05
1. directors management yes for for management 2. Ratify auditors management yes for for management Imation Corp. IMN 45245A107 05/04/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. 2005 Stock Incentive management yes against against management Plan Cigna Corporation CI 125509109 04/27/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Long-term incentive management yes against against management plan E.I. DuPont de Nemours and Co. DD 263534109 04/27/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Government service shareholder yes against for management 4. International shareholder yes against for management workplace standards 5. Executive compensation shareholder yes against for management 6. Animal testing shareholder yes against for management 7. Genetically modified shareholder yes against for management food 8. Performance based shareholder yes against for management options 9. PFOA costs shareholder yes against for management Capital One Financial Corporation COF 14040H105 04/28/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Majority vote shareholder yes against for management 4. Long term targets for shareholder yes against for management stock options O'Reilly Automotive, Inc. ORLY 686091109 05/03/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. 2003 employee stock management yes for for management option plan 4. 2003 director stock management yes for for management option plan 5. Amend articles of management yes for for management incorporation Bank of America Corporation BAC 060505104 04/27/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Political shareholder yes against for management contributions 4. Nomination of shareholder yes against for management directors BB&T Corporation BBT 054937107 04/26/05 1. directors management yes for for management 2. Ratify auditors management yes for for management ChevronTexaco Corporation CVX 166764100 04/27/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Directors compensation shareholder yes against for management 4. Executive severance shareholder yes for against management 5. Stock option expensing shareholder yes for against management 6. Animal testing shareholder yes against for management 7. Drilling in sensitive shareholder yes against for management areas 8. Report on Ecuador shareholder yes against for management McGraw-Hill Companies, Inc. MHP 580645109 04/27/05
1. directors management yes for for management 2. Short-term incentive management yes for for management plan 3. Increase shares management yes for for management outstanding 4. Ratify auditors management yes for for management 5. "Poison pills" shareholder yes against for management NVR, Inc. NVR 62944T105 05/04/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Stock option plan management yes for for management Chesapeake Corporation CSK 165159104 04/27/05 1. Directors management yes for for management 2. 2005 incentive plan management yes against against management Gardner Denver, Inc. GDI 365558105 05/03/05 1. directors management yes for for management 2. Executive bonus plan management yes against against management Tollgrade Communications, Inc. TLGD 889542106 05/05/05 1. Directors management yes for for management 2. ratify auditors management yes for for management Investment Technology Group ITG 46145F105 05/10/05 1. Directors management yes for for management 2. ratify auditors management yes for for management Valero Energy Corporation VLO 91913Y100 04/28/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Stock option plan management yes against against management Bristol-Myers Squibb Company BMY 110122108 05/03/05 1. directors management yes for for management 2. ratify auditors management yes for for management 3. Restated certificate management yes for for management of incorporation 4. Political shareholder yes against for management contributions 5. HIV/AIDS-TB- Malaria shareholder yes against for management 6. Animal testing shareholder yes against for management 7. Separate chairman & shareholder yes against for management CEO 8. Restatement situations shareholder yes against for management 9. Restricted stock shareholder yes against for management 10. Director vote shareholder yes against for management threshold Goodyear Tire & Rubber Company GT 382550101 04/26/05 1. directors management yes for for management 2. Electronic management yes for for management notification 3. Annual election of management yes for n/a directors 4. 2005 performance plan management yes against against management 5. Ratify auditors management yes for for management 6. Executive compensation shareholder yes against against management Expeditors Int'l of Washington, Inc. EXPD 302130109 05/04/05 1. directors management yes for for management 2. 2005 Stock Plan management yes for for management 3. Proposal re auditors shareholder yes against for management Tupperware Corporation TUP 899896104 05/11/05 1. directors management yes for for management
2. Ratify auditors management yes for for management 3. Director stock plan management yes for for management Stancorp Financial Group, Inc. SFG 852891100 05/09/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management AnnTaylor Stores Corporation 036115103 04/28/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Brown & Brown, Inc. BRO 115236101 04/21/05 1. directors management yes for for management 2. Stock performance plan management yes for for management Technitrol, Inc. TNL 878555101 05/18/05 1. directors management yes for for management 2. Director stock plan management yes for for management L-3 Communications Holdings, Inc. LLL 502424104 04/26/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Steel Dynamics, Inc. STLD 858119100 05/19/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Pulte Homes, Inc. PHM 745867101 05/12/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Increase shares management yes for for management outstanding 4. Performance goals management yes for for management 5. Majority election of shareholder yes against for management directors Bausch & Lomb Incorporated BOL 071708103 04/26/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Annual election of management yes for for management directors 4. Majority vote for management yes for for management director election 5. Board of directors management yes for for management vacancies 6. Removal of director by management yes for for management majority vote 7. Supermajority vote management yes for for management Kerr-McGee Corporation KMG 492386107 05/10/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Long-term incentive management yes against against management plan 4. Increase shares management yes for for management outstanding 5. Establish office of shareholder yes against for management Board of Dir. Aquila, Inc. ILA 03840P102 05/04/05 1. directors management yes for for management J2 Global Communications 46626E205 05/04/05 1. directors management yes for for management 2. Any other business management yes for for management Power-One, Inc. PWER 739308104 05/03/05 1. directors management yes for for management 2. Annual election of management yes for for management directors 3. Ratify auditors management yes for for management
Rayonier Inc. RYN 754907103 05/19/05 1. directors management yes for for management Marsh & McLennan Companies, Inc. MMC 571748102 05/19/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Equity incentive plan management yes against against management 4. CEO compensation shareholder yes against for management 5. Stock option policy shareholder yes against for management 6. Director election shareholder yes against for management Liz Claiborne Inc. LIZ 539320101 05/19/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Long-term performance management yes against against management plan 4. Stock incentive plan management yes against against management Swift Energy Compnay SFY 870738101 05/10/05 1. Directors management yes for for management 2. Stock compensation management yes for for management plan 3. Ratify auditors management yes for for management Fairchild Semiconductor Intl., Inc. FCS 303726103 05/04/05 1. Directors management yes for for management 2. Stock plan management yes against against management 3. Ratify auditors management yes for for management The Brink's Company BCO 109696104 05/06/05 1. Directors management yes for for management 2. ratify auditors management yes for for management 3. Performance goals management yes against against management 4. Equity incentive plan management yes against against management Mohawk Industries, Inc. MHK 608190104 05/18/05 1. directors management yes for for management Ansys, Inc. ANSS 03662Q105 05/10/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Theragenics Corporation TGX 883375107 05/10/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Guitar Center, Inc. GTRC 402040109 05/05/05 1. directors management yes for for management 2. Increase shares in management yes for for management stock awards 3. Increase cash awards management yes against against management limits 4. Ratify auditors management yes for for management CDW Corporation CDWC 12512N105 05/11/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Performance goals management yes for for management CSX Corporation CSX 126408103 05/04/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Executive compensation shareholder yes against for management 4. Majority vote for shareholder yes against for management director election
Standard Pacific Corp. SPF 85375C101 05/10/05 1. Directors management yes for for management 2. Stock incentive plan management yes for for management Ford Motor Company F 345370860 05/12/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Disclosure of exec. shareholder yes against for management Compensation 4. CAFE Lobbying report shareholder yes against for management 5. Compensation limits shareholder yes against for management 6. Exec. comp.& shareholder yes against for management greenhouses gases 7. Stock classes shareholder yes against for management 8. Conflict of interest shareholder yes against for management committee Nucor Corporation NUE 670346105 05/12/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Increase shares management yes for for management outstanding 4. Stock Option Plan management yes for for management Rayovac Corporation ROV 755081106 04/27/05 1. directors management yes for for management 2. Change company name management yes for for management 3. Ratify auditors management yes for for management SCP Pool Corporation POOL 784028102 05/10/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Sierra Pacific Resources SRP 826428104 05/02/05 1. directors management yes for for management 2. Poision pill shareholder yes against for management Webex Communications, Inc. WEBX 94767L109 05/11/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management RadioShack Corporation RSH 750438103 05/19/05 1. directors management yes for for management Building Materials Holding Corporation BMHC 120113105 05/03/05 1. directors management yes for for management 2. Amend certificate of management yes for for management incorporation 3. Ratify auditors management yes for for management Cincinnati Bell Inc. CBB 171871106 04/29/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Performance goals management yes for for management 4. Performance goals management yes for for management EMC Corporation EMC 268648102 05/05/05 1. directors management yes for for management 2. Increase shares in management yes for for management stock awards 3. Ratify auditors management yes for for management 4. Performance based shareholder yes against for management stock options 5. Audit committee shareholder yes against for management Sunrise Senior Living, Inc. SRZ 86768K106 05/11/05 1. directors management yes for for management
2. Increase shares in management yes for for management stock purchase Adtran, Inc. ADTN 00738A106 05/18/05 1. directors management yes for for management 2. Ratify Auditors management yes for for management 3. Directors stock plan management yes for for management Sequa Corporation SQA/A 817320104 05/05/05 1. directors management yes for for management 2. Executive bonus plan management yes against against management 3. Ratify auditors management yes for for management Unumprovident Corporation UNM 91529Y106 05/12/05 1. directors management yes for for management 2. Amend stock plan management yes against against management 3. Ratify auditors management yes for for management 4. Majority vote for shareholder yes against for management director election 5. Establish office of shareholder yes against for management Board of Dir. Wellpoint, Inc. WLP 94973V107 05/10/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Performance based shareholder yes for against management compensation The Hartford Financial Svcs Group, Inc. HIG 416515104 05/18/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. 2005 incentive plan management yes for for management 4. Executive performance management yes for for management goals Applebee's International, Inc. APPB 037899101 05/12/05 1. Directors management yes for for management 2. Equity Incentive Plan management yes for for management 3. Employee stock management yes for for management purchase plan 4. Ratify auditors management yes for for management 5. Chicken suppliers shareholder yes against for management Cross Country Healthcare, Inc. CCRN 227483104 05/11/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Target Corporation 87612E106 05/18/05 1. directors management yes for for management 2. Ratify auditors management yes for for management McDonald's Corporation MCD 580135101 05/11/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Genetic engineering of shareholder yes against for management food Longs Drug Stores Corporation LDG 543162101 05/24/05 1. directors management yes for for management 2. Long-term incentive management yes for for management compensation 3. Ratify auditors management yes for for management 4. Annual election of shareholder yes against for management directors Lincoln National Corporation LNC 534187109 05/12/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Incentive compensation management yes for for management plan
O'Charley's Inc. CHUX 670823103 05/12/05 1. Directors management yes for for management 2. Amend ownship plan management yes for for management Equity Office Properties Trust EOP 294741103 05/24/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management Cummins Inc. CMI 231021106 05/10/05 1. directors management yes for for management 2. Ratify auditors management yes for for management 3. Business practices in shareholder yes for for management China Coventry Health Care, Inc. CVH 222862104 05/19/05 1. directors management yes for 2. Ratify Auditors management yes for Williams-Sonoma, Inc. WSM 969904101 05/18/05 1. directors management yes for for management 2. Amend incentive bonus management yes for for management plan 3. Ratify auditors management yes for for management Allmerica Financial Corporation AFC 019754100 05/17/05 1. directors management yes for for management 2. Ratify auditors management yes for for management Captaris, Inc. CAPA 14071N104 05/12/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management Haverty Furniture Companies, Inc. HVT 419596101 05/16/05 1. directors management yes for for management Cabot Microelectronics Corp. CCMP 12709P103 03/08/05 1. Directors management (m) yes for for management 2. Ratify auditors management (m) yes for for management The Toro Company TTC 891092108 03/15/05 1. Directors management (m) yes for for management 2. Increase shares management (m) yes for for management outstanding 3. Increase the size of management (m) yes for for management the Board 4. Amend 2005 Annual management (m) yes for for management Management Incentive Plan 5. Amend 2005 Stock Plan management (m) yes for for management 6. Ratify auditors management (m) yes for for management 7. Other business management (m) yes for for management Napster, Inc. NAPS 630797108 02/10/05 1. Directors management (m) yes for for management 2. Ratify Independent management (m) yes for for management Auditors Headwaters Inc. HDWR 42210P102 03/01/05 1. Directors management (m) yes for for management 2. Ratify auditors management (m) yes for for management 3. Increase shares management (m) yes for for management outstanding 4. Short-term incentive management (m) yes for for management plan 5. Long-term incentive management (m) yes for for management plan Harrah's Entertainment, Inc. HET 413619107 03/11/05
1. Merger Plan management (m) yes for for management 3. Increase shares management (m) yes for for management outstanding Engineered Support Systems, Inc. EASI 292866100 03/01/05 1. Directors management (m) yes for for management 5. Amend 2005 management (m) yes for for management Stock Plan WM. Wrigley Jr. Co. WWY 982526105 03/08/05 1. Directors management (m) yes for for management 2. Increase shares management (m) yes for for management outstanding 3. Ratify auditors management (m) yes for for management 4. Shareholder shareholders (s) yes against for management Proposal Clarcor Inc. CLC 179895107 03/21/05 1. Directors management (m) yes for for management 2. Ammendment to the management (m) yes for for management company's certificate of incorporation The Cooper Companies, Inc. COO 216648402 03/22/05 1. Directors management (m) yes for for management 2. Ratify auditors management (m) yes for for management 3. Increase shares management (m) yes for for management outstanding Toll Brothers, Inc. TOL 889478103 03/17/05 1. Directors management (m) yes for for management 2. Ammendment to the management (m) yes for for management company's certificate of incorporation 3. Ammendment to management (m) yes for for management Cash Bonus Plan 4. Ammendment to management (m) yes for for management the Executive Officer's Cash Bonus Plan 5. Ratify auditors management (m) yes for for management 6. Shareholder shareholders (s) yes against for management Proposal Shuffle Master, Inc. SHFL 825549108 03/15/05 1. Directors management (m) yes for for management Quicksilver, Inc. ZQK 74838C106 03/24/05 1. Directors management (m) yes for for management 2. Ammendment to management (m) yes for for management the company's stock incentive plan 3. Ammendment to the management (m) yes for for management company's annual incentive plan 4. Ammendment to management (m) yes for for management the company's certificate of incorporation JB Hunt JBHT 445658107 04/21/05 1. Directors management yes for for management 3. Increase shares management yes for for management outstanding 3. Management management yes for for management Incentive Plan
MBNA Corporation KRB 55262L100 05/02/05 1. Directors management (m) yes for for management 2. Ratify auditors management (m) yes for for management 3. Stockholder shareholder yes for against management Proposal 3. Stockholder shareholder yes against for management Proposal UNISource UNS 909205106 05/06/05 1. Directors management (m) yes for for management Altria Group Inc. MO 02209S103 04/28/05 1. Directors management (m) yes For for management 2. Incentive Plan management (m) yes For for management 3. Director Comp management (m) yes For for management 4. Ratify Auditors management (m) yes For for management 5. Animal Testing stockholder yes For against management 6. Warn Pregnant stockholder yes For against management Women 7. Promotion stockholder yes For against management 8. Fire Safe stockholder yes For against management Promotion CEC Entertainment Inc. CEC 125137109 05/19/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Nirector management yes for for management Compensation Exxon Mobil Corporation XOM 30231G102 05/25/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Political shareholder yes against for management Contributions 4. Board shareholder yes against for management Compensation 5. Industry shareholder yes against for management Experience 6. ACEH Security shareholder yes against for management Report 7. Amendment of shareholder yes against for management EEO Policy 8. Biodiversity shareholder yes against for management Impact Report 9. Climate Science shareholder yes against for management Report 10. Kyoto shareholder yes against for management Compliance Report Digital Insight Corp. DGIN 25385P106 05/23/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Heidrick & Struggles HSII 422819102 05/17/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Home Depot Inc. HD 437076102 05/26/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Amendment to management yes for for management Cert of Incorporation 4. Omnibus incentive management yes for for management plan 5. Employee shareholder yes for against management diversity disclosure 6. Voting methods shareholder yes against for management 7. Nondeductible shareholder yes against for management Compensation shareholder yes for against management 8. Future severence agreements 9. Performance and shareholder yes against for management time based shares 10. Performance shareholder yes against for management based options 11. Political shareholder yes against for management nonpartisanship
First American Corporation FAF 318522307 05/18/05 1. Directors management yes for for management Meritage Homes Corp. MTH 59001A102 05/11/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Airtran Holdings Inc. AAI 00949P108 05/17/05 1. Directors management yes for for management 2. Amend Co.'s long management yes for for management term inentive plan LCA Vision Inc. LCAV 501803308 05/16/05 1. Directors management yes for for management 2. Amend Co.'s management yes for for management long term inentive plan Patina Oil and Gas Corporation POG 703224105 05/11/05 1. Directors management yes for for management Unocal Corporation UCL 915289102 05/23/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Chairman be an shareholder yes for against management Independent director WR Berkley Corporation BER 084423102 05/10/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Arqule Inc. ARQL 04269E107 05/18/05 1. Directors management yes for for management 2. Restate 1994 ESOP management yes for for management 3. Restate 1996 management yes for for management Director ESOP 4. Restate 1996 ESOP management yes for for management 5. Ratify Auditors management yes for for management Reliance Steel & Aluminum Co. RS 759509102 05/18/05 1. Directors management yes for for management 2. Amend directors management yes for for management stock option plan 3. Ratify auditors management yes for for management 4. Board voting management no n/a abstain discretion Black Hills Corporation BKH 092113109 05/25/05 1. Directors management yes for for management 2. 2005 Omnibus management yes for for management incentive plan 3. Ratify Auditors management yes for for management Delta Air Lines Inc. DAL 247361108 05/19/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Amend cert of management yes for for management corporation 4. Amend EOE policy shareholder yes against for management 5. Executive stockholder yes For against management benefit & comp increas 6. Executive stockholder yes For against management cmpensation structure 7. Former Executive stockholder yes For against management compensation 8. Cumulative shareholder yes against for management Voting 9. Director shareholder yes against for management election threshold Pacificare Health Systems PHS 695112102 05/19/05 1. Directors management yes for for management 2. 2005 equity management yes for for management incentive plan
Cerner Corporation CERN 156782104 05/27/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management CH Robinson Worldwide Inc. CHRW 12541W100 05/19/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. 2005 Management management yes for for management Bonus Plan 4. Amend 1997 management yes for for management Omnibus Plan Callaway Golf Company ELY 131193104 05/24/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Lowe's Companies LOW 548661107 05/27/05 1. Director management yes for for management 2. Directors stock management yes for for management option plan 3. Ratify Auditors management yes for for management American Financial AFG 025932104 05/19/05 1. Director management yes for for management 2. Amend stock management yes for for management incentive plan 3. Ratify Auditors management yes for for management Phelps Dodge Corp. PD 717265102 05/27/05 1. Directors management yes for for management 2. 2006 Executive management yes for for management performance incentive 3. Amend cert of management yes for for management incorp to increase so 4. Ratify auditors management yes for for management Timberland Co. TSBK 887100105 05/19/05 1. Directors management yes for for management Devon Energy Corp. DVN 25179M103 06/08/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. 2005 long term management yes for for management incentive plan 4. Revised voting stockholder yes For against management standards Natures Sunshine Products NATR 639027101 05/27/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Curative Health Services CURE 23126W100 06/01/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Stein Mart Inc. SMRT 858375108 06/07/05 1. Directors management yes for for management 2. Approval of management yes for for management mgmt incentive plan Sierra Health Services SIE 826322109 05/24/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management UICI UCI 902737105 05/18/05 1. Directors management yes for for management 2. Approval of 2005 management yes for for management restricted stock plan 3. Ratify auditors management yes for for management Cheesecake Factory CAKE 163072101 05/24/05 1. Directors management yes for for management 2. Approval of perf management yes for for management incentive goals
3. Amend cert of management yes for for management Inc to increase SO General Motors GM 370442105 06/07/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Awarding, shareholder yes against for management Repricing & Eliminating Stk Options 4. Adopt cumulative shareholder yes against for management voting 5. Greenhouse gas shareholder yes for against management emissions 6. Golden Parachutes shareholder yes for against management 7. Simple majority shareholder yes against for management voting Arbitron Inc. ARB 03875Q108 05/24/05 1. Directors management yes for for management Wal-Mart Stores Inc. WMT 931142103 06/03/05 1. Directors management yes for for management 2. Approval of management yes for for management stock incentive plan 3. Ratify auditors management yes for for management 4. Executive shareholder yes for against management compensation framework 5. Sustainability shareholder yes against for management report 6. Equity shareholder yes against for management compensation report 7. Political shareholder yes against for management contribution report 8. Equal shareholder yes for against management opportunity report 9. Director shareholder yes against for management election majority vote standard 10. Board shareholder yes for against management independence 11. Perfirmance shareholder yes for against management vesting of shares On Assignment Inc. ASGN 682159108 06/09/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Insurance Auto Auctions IAAI 457875102 05/25/05 1. To Approve management yes for for management merger w/Axle Holding 2. Permission to management yes for for management adjourn to solicit proxies Websense Inc. WBSN 947684106 06/07/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management Energy East Corporation EAS 29266M109 06/09/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management The TJX Companies Inc. TJX 872540109 06/07/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management 3. Amend management yes for for management certificate of incorporation 4. Code of conduct shareholder yes for against management and independent monitoring 5. Vendor shareholder yes against for management compliance program 6. Majority vote shareholder yes against for management for directors Overseas Shipholding Group Inc. OSG 690368105 06/07/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management Sybase Inc. SY 871130100 05/26/05 1. Directors management yes for for management 2. Restate 2003 management yes for for management SOP to increase reserve 3. Increase share management yes for for management reserve
4. Approve management yes for for management leadership incentive plan 5. Ratify Auditors management yes for for management Pacific Sunwear of California Inc. PSUN 694873100 05/18/05 1. Directors management yes for for management 2. Approval of management yes for for management performance incent plan 3. Ratify Auditors management yes for for management Findwhat.com FWHT 317794105 06/17/05 1. Directors management yes for for management Cognizant Technology Solutions Corp. CTSH 192446102 06/14/05 1. Directors management yes for for management 2. Amend 1999 management yes for for management incentive plan 3. Ratify auditors management yes for for management Movie Gallery Inc. MOVI 624581104 06/09/05 1. Directors management yes for for management 2. Amend 2003 stock management yes for for management plan reserve 3. Ratify auditors management yes for for management Landry's Restaurants Inc. LNY 51508L103 06/02/05 1. Directors management yes for for management Siebel Systems Inc. SEBL 826170102 06/08/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management Cimarex Energy Co. XEC 171798101 06/06/05 1. Directors management yes for for management 2. Amend cert of management yes for for management incorporation / SO 3. Amend cert of management yes for for management incorporation / # of the directors 4. Increase shares management yes for for management for stock incentive plan 5. Ratify Auditors management yes for for management Michaels Stores Inc. MIK 594087108 06/16/05 1. Directors management yes for for management 2. Ratify Auditors management yes for for management 3. Approval of management yes for for management incentive plan Aeropostale Inc. ARO 007865108 06/15/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management Pier 1 Imports Inc. PIR 720279108 06/30/05 1. Directors management yes for for management Autodesk Inc. ADSK 052769106 06/23/05 1. Directors management yes for for management 2. Approval of 2005 management yes for for management ESOP 3. Increase shares management yes for for management outstanding 4. Approval of ESOP management yes for for management 5. Ratify auditors management yes for for management Nabors Industries Ltd. NBR G6359F103 06/07/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management 3. Amend corporate management yes for for management bye-laws 4. Amendment to management yes for for management 2003 directors plan 5. Portion of shareholder yes for against management grants perf based
Lone Star Steakhouse & Saloon STAR 542307103 06/21/05 1. Directors management yes for for management 2. Ratify auditors management yes for for management Symantec Corporation SYMC 871503108 06/24/05 1. Approve merger management yes for for management 2. Amend cert of management yes for for management incorporation 3. Solicit management yes for for management additional proxies
EVOLUTION VP MANAGED BOND FUND NO PROXY VOTING RECORDS DYNAMIC VP HY BOND FUND NO PROXY VOTING RECORDS VP MONEY MARKET FUND NO PROXY VOTING RECORDS VP OTC PLUS FUND NO PROXY VOTING RECORDS VP DOW 30 PLUS FUND NO PROXY VOTING RECORDS VP SMALL CAP PLUS FUND NO PROXY VOTING RECORDS VP U.S. PLUS FUND NO PROXY VOTING RECORDS VP U.S./SHORT FUND NO PROXY VOTING RECORDS VP OTC/SHORT FUND NO PROXY VOTING RECORDS VP SMALL CAP/SHORT FUND NO PROXY VOTING RECORDS VP DOW 30/SHORT FUND NO PROXY VOTING RECORDS SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) The Potomac Funds ---------------------------------------------------- By (Signature and Title)* /s/ Timothy P. Hagan ---------------------------------------- Timothy P. Hagan Chief Financial Officer Date August 5, 2005 -------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.