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:                           811-03105

Exact name of registrant as specified in charter:             Oppenheimer Capital Appreciation Fund

Address of principal executive offices:                       6803 South Tucson Way
                                                              Centennial, CO 80112

Name and address of agent for service:                        Robert G. Zack, Executive Vice President and General
                                                              Counsel
                                                              OppenheimerFunds, Inc.
                                                              Two World Financial Center
                                                              225 Liberty Street
                                                              New York, NY 10281-1008

Registrant's telephone number, including area code:           303-768-3200

Date of fiscal year end:                                      8/31

Date of reporting period:                                     07/01/2007-06/30/2008

Item 1.           Proxy Voting Record


==================== OPPENHEIMER CAPITAL APPRECIATION FUND =====================

ABB Ltd.

Ticker:                      Security ID:  CH0012221716
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports (Non-Voting)
2     Accept Financial Statements and Statutory For       For        Management
      Reports
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4     Approve Allocation of Income and Omission For       For        Management
      of Dividends
5     Approve Creation of CHF 500 Million Pool  For       For        Management
      of Capital without Preemptive Rights
6     Approve CHF 1.1 Billion Reduction in      For       For        Management
      Share Capital; Approve Capital Repayment
      of CHF 0.48 per Registered Share
7     Amend Articles to Reflect Changes in      For       For        Management
      Capital
8a    Amend Articles Re: Dividend Payments for  For       For        Management
      Shareholders Resident in Sweden
8b    Amend Articles Re: Voting Requirements    For       For        Management
      for Dissolution of Company
8c    Amend Articles Re: Shareholding           For       For        Management
      Requirements for Directors
8d    Amend Articles Re: Board Vice-Chairman    For       For        Management
8e    Amend Articles Re: Reference to Group     For       For        Management
      Auditors
9.1   Relect Hubertus von Gruenberg as Director For       For        Management
9.2   Reelect Roger Agnelli as Director         For       For        Management
9.3   Reelect Louis Hughes as Director          For       For        Management
9.4   Reelect Hans Maerki as Director           For       For        Management
9.5   Reelect Michel de Rosen as Director       For       For        Management
9.6   Reelect Michael Treschow as Director      For       For        Management
9.7   Reelect Bernd Voss as Director            For       For        Management
9.8   Reelect Jacob Wallenberg as Director      For       For        Management
10    Ratify Ernst & Young AG as Auditors       For       For        Management


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Abercrombie & Fitch Co.

Ticker:       ANF            Security ID:  2896207
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lauren J. Brisky           For       For        Management
1.2   Elect Director Archie M. Griffin          For       For        Management
1.3   Elect Director Allan A. Tuttle            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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Adobe Systems Inc.

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

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


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Advanced Micro Devices, Inc.

Ticker:       AMD            Security ID:  7903107
Meeting Date: JUL 16, 2007   Meeting Type: Special
Record Date:  MAY 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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Aetna Inc.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 30, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank M. Clark             For       For        Management
1.2   Elect Director Betsy Z. Cohen             For       For        Management
1.3   Elect Director Molly J. Coye              For       For        Management
1.4   Elect Director Roger N. Farah             For       For        Management
1.5   Elect Director Barbara Hackman Franklin   For       For        Management
1.6   Elect Director Jeffrey E. Garten          For       For        Management
1.7   Elect Director Earl G. Graves             For       For        Management
1.8   Elect Director Gerald Greenwald           For       For        Management
1.9   Elect Director Ellen M. Hancock           For       For        Management
1.10  Elect Director Edward J. Ludwig           For       For        Management
1.11  Elect Director Joseph P. Newhouse         For       For        Management
1.12  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Require Director Nominee Qualifications   Against   Against    Shareholder


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Affiliated Computer Services, Inc.

Ticker:       ACS            Security ID:  8190100
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       Withhold   Management
1.2   Elect Director Lynn R. Blodgett           For       Withhold   Management
1.3   Elect Director Robert Druskin             For       Withhold   Management
1.4   Elect Director Kurt R. Krauss             For       Withhold   Management
1.5   Elect Director Ted B. Miller, Jr.         For       Withhold   Management
1.6   Elect Director Paul E. Sullivan           For       Withhold   Management
1.7   Elect Director Frank Varasano             For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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Allergan, Inc.

Ticker:       AGN            Security ID:  18490102
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Deborah Dunsire            For       For        Management
1.2   Elect Director Trevor M. Jones            For       For        Management
1.3   Elect Director Louis J. Lavigne           For       For        Management
1.4   Elect Director Leonard D. Schaeffer       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Pay For Superior Performance              Against   For        Shareholder
5     Report on Animal Testing                  Against   Abstain    Shareholder


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Amazon.com, Inc.

Ticker:       AMZN           Security ID:  23135106
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jeffrey P. Bezos           For       For        Management
2     Elect Director Tom A. Alberg              For       For        Management
3     Elect Director John Seely Brown           For       For        Management
4     Elect Director L. John Doerr              For       For        Management
5     Elect Director William B. Gordon          For       For        Management
6     Elect Director Myrtle S. Potter           For       For        Management
7     Elect Director Thomas O. Ryder            For       For        Management
8     Elect Director Patricia Q. Stonesifer     For       For        Management
9     Ratify Auditors                           For       For        Management


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Amdocs Limited

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 23, 2008   Meeting Type: Annual
Record Date:  NOV 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce K. Anderson         For       For        Management
1.2   Elect  Director Adrian Gardner            For       For        Management
1.3   Elect  Director Charles E. Foster         For       For        Management
1.4   Elect  Director James S. Kahan            For       For        Management
1.5   Elect  Director Dov Baharav               For       For        Management
1.6   Elect  Director Julian A. Brodsky         For       For        Management
1.7   Elect  Director Eli Gelman                For       For        Management
1.8   Elect  Director Nehemia Lemelbaum         For       For        Management
1.9   Elect  Director John T. Mclennan          For       For        Management
1.10  Elect  Director Robert A. Minicucci       For       For        Management
1.11  Elect  Director Simon Olswang             For       For        Management
1.12  Elect  Director Mario Segal               For       For        Management
2     APPROVAL OF AMENDMENT OF THE 1998 STOCK   For       For        Management
      OPTION AND INCENTIVE PLAN TO INCREASE THE
      NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
      THEREUNDER AND TO MAKE OTHER CHANGES AS
      DESCRIBED IN THE ACCOMPANYING PROXY
      STATEMENT.
3     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS FOR FISCAL YEAR 2007.
4     RATIFICATION AND APPROVAL OF ERNST &      For       For        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION.


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America Movil, S.A.B. de C.V.

Ticker:                      Security ID:  02364W105
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OR, AS THE CASE MAY BE,       For       For        Management
      REELECTION OF THE MEMBERS OF THE BOARD OF
      DIRECTORS OF THE COMPANY THAT THE HOLDERS
      OF THE SERIES  L  SHARES ARE ENTITLED TO
      APPOINT. ADOPTION OF RESOLUTIONS THEREON.
2     APPOINTMENT OF DELEGATES TO EXECUTE AND,  For       For        Management
      IF APPLICABLE, FORMALIZE THE RESOLUTIONS
      ADOPTED BY THE MEETING. ADOPTION OF
      RESOLUTIONS THEREON.


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American Express Co.

Ticker:       AXP            Security ID:  25816109
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Jan Leschly                For       For        Management
1.7   Elect Director Richard C. Levin           For       For        Management
1.8   Elect Director Richard A. McGinn          For       For        Management
1.9   Elect Director Edward D. Miller           For       For        Management
1.10  Elect Director Steven S Reinemund         For       For        Management
1.11  Elect Director Robert D. Walter           For       For        Management
1.12  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Majority Vote for Non-Contested   For       For        Management
      Election
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Provide for Cumulative Voting             Against   Against    Shareholder


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Apple, Inc.

Ticker:       AAPL           Security ID:  37833100
Meeting Date: MAR 4, 2008    Meeting Type: Annual
Record Date:  JAN 15, 2008

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


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ASML Holding NV

Ticker:                      Security ID:  N07059186
Meeting Date: APR 3, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DISCUSSION OF THE ANNUAL REPORT 2007 AND  For       Did Not    Management
      ADOPTION OF THE FINANCIAL STATEMENTS FOR            Vote
      THE FINANCIAL YEAR ( FY ) 2007, AS
      PREPARED IN ACCORDANCE WITH DUTCH LAW.
2     DISCHARGE OF THE MEMBERS OF THE BOM FROM  For       Did Not    Management
      LIABILITY FOR THEIR RESPONSIBILITIES IN             Vote
      THE FY 2007.
3     DISCHARGE OF THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD ( SB ) FROM LIABILITY             Vote
      FOR THEIR RESPONSIBILITIES IN THE FY
      2007.
4     PREPARATION OF REGULATED INFORMATION IN   For       Did Not    Management
      THE ENGLISH LANGUAGE.                               Vote
5     PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.25  For       Did Not    Management
      PER ORDINARY SHARE OF EUR 0.09.                     Vote
6     ADOPTION OF THE UPDATED REMUNERATION      For       Did Not    Management
      POLICY (VERSION 2008) FOR THE BOM.                  Vote
7     APPROVAL OF THE PERFORMANCE STOCK         For       Did Not    Management
      ARRANGEMENT, INCLUDING THE NUMBER OF                Vote
      SHARES, FOR THE BOM.
8     APPROVAL OF THE NUMBER OF PERFORMANCE     For       Did Not    Management
      STOCK OPTIONS AVAILABLE FOR THE BOM AND             Vote
      AUTHORIZATION OF THE BOM TO ISSUE THE
      PERFORMANCE STOCK OPTIONS.
9     APPROVAL OF THE NUMBER OF STOCK OPTIONS,  For       Did Not    Management
      RESPECTIVELY SHARES, AVAILABLE FOR ASML             Vote
      EMPLOYEES, AND AUTHORIZATION OF THE BOM
      TO ISSUE THE STOCK OPTIONS OR STOCK.
10    NOMINATION FOR REAPPOINTMENT OF MR.       For       Did Not    Management
      A.P.M. VAN DER POEL AS MEMBER OF THE SB             Vote
      EFFECTIVE APRIL 3, 2008.
11    NOMINATION FOR REAPPOINTMENT OF MR. F.W.  For       Did Not    Management
      FROHLICH AS MEMBER OF THE SB EFFECTIVE              Vote
      APRIL 3, 2008.
12    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008,             Vote
      TO ISSUE (RIGHTS TO SUBSCRIBE FOR) SHARES
      IN THE CAPITAL OF THE COMPANY, LIMITED TO
      5% OF THE ISSUED SHARE CAPITAL AT THE
      TIME OF THE AUTHORIZATION.
13    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008 TO           Vote
      RESTRICT OR EXCLUDE THE PRE-EMPTION
      RIGHTS ACCRUING TO SHAREHOLDERS IN
      CONNECTION WITH ITEM 12.
14    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008,             Vote
      TO ISSUE (RIGHTS TO SUBSCRIBE FOR) SHARES
      IN THE CAPITAL OF THE COMPANY, FOR AN
      ADDITIONAL 5% OF THE ISSUED SHARE CAPITAL
      AT THE TIME OF THE AUTHORIZATION.
15    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008,             Vote
      TO RESTRICT OR EXCLUDE THE PRE-EMPTION
      RIGHTS ACCRUING TO SHAREHOLDERS IN
      CONNECTION WITH ITEM 14.
16    PROPOSAL TO AUTHORIZE THE BOM FOR A       For       Did Not    Management
      PERIOD OF 18 MONTHS FROM APRIL 3, 2008 TO           Vote
      ACQUIRE ORDINARY SHARES IN THE COMPANY'S
      SHARE CAPITAL.
17    CANCELLATION OF ORDINARY SHARES.          For       Did Not    Management
                                                          Vote
18    CANCELLATION OF ADDITIONAL ORDINARY       For       Did Not    Management
      SHARES.                                             Vote


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ASML Holding NV (Formerly ASM Lithography Hldg)

Ticker:                      Security ID:  N07059111
Meeting Date: JUL 17, 2007   Meeting Type: Special
Record Date:  JUN 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles in Order to Increase the   For       Did Not    Management
      Par Value of the Shares                             Vote
2     Amend Articles in Order to Decrease the   For       Did Not    Management
      Par Value of the Shares                             Vote
3     Approve Reverse Stock Split               For       Did Not    Management
                                                          Vote
4     Elect R. Deusinger to Supervisory Board   For       Did Not    Management
                                                          Vote


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Autodesk, Inc.

Ticker:       ADSK           Security ID:  52769106
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Carl Bass                  For       For        Management
1.3   Elect Director Mark A. Bertelsen          For       For        Management
1.4   Elect Director Crawford W. Beveridge      For       For        Management
1.5   Elect Director J. Hallam Dawson           For       For        Management
1.6   Elect Director Per-Kristian Halvorsen     For       For        Management
1.7   Elect Director Sean M. Maloney            For       For        Management
1.8   Elect Director Elizabeth A. Nelson        For       For        Management
1.9   Elect Director Charles J. Robel           For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


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Autodesk, Inc.

Ticker:       ADSK           Security ID:  52769106
Meeting Date: JUL 6, 2007    Meeting Type: Annual
Record Date:  JUN 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol A. Bartz             For       Against    Management
2     Elect Director Carl Bass                  For       For        Management
3     Elect Director Mark A. Bertelsen          For       Against    Management
4     Elect Director Crawford W. Beveridge      For       Against    Management
5     Elect Director J. Hallam Dawson           For       For        Management
6     Elect Director Michael J. Fister          For       For        Management
7     Elect Director Per-Kristian Halvorsen     For       Against    Management
8     Elect Director Larry W. Wangberg          For       Against    Management
9     Ratify Auditors                           For       For        Management


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Autodesk, Inc.

Ticker:       ADSK           Security ID:  52769106
Meeting Date: NOV 6, 2007    Meeting Type: Special
Record Date:  SEP 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Omnibus Stock Plan                For       For        Management


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Baxter International Inc.

Ticker:       BAX            Security ID:  71813109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Wayne T. Hockmeyer         For       For        Management
2     Elect Director Joseph B. Martin           For       For        Management
3     Elect Director Robert L. Parkinson        For       For        Management
4     Elect Director Thomas T. Stallkamp        For       For        Management
5     Elect Director Albert P.L. Stroucken      For       For        Management
6     Ratify Auditors                           For       For        Management


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BOLSA DE MERCADORIAS E FUTUROS-BMF S.A.

Ticker:                      Security ID:  BRBMEFACNOR9
Meeting Date: MAY 8, 2008    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement Whereby BM&F     For       For        Management
      Shares Will be Exchanged for Nova Bolsa
      Shares
2     Appoint Independent Firm to Appraise      For       For        Management
      Proposed Merger
3     Approve Independent Appraisal of Merger   For       For        Management
4     Approve Merger                            For       For        Management
5     Authorize Directors and Top Executives to For       For        Management
      Partake in the Nova Bolsa's Stock Option
      Plan


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Broadcom Corp.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Nancy H. Handel            For       For        Management
1.3   Elect Director Eddy W. Hartenstein        For       For        Management
1.4   Elect Director John Major                 For       For        Management
1.5   Elect Director Scott A. McGregor          For       For        Management
1.6   Elect Director Alan E. Ross               For       For        Management
1.7   Elect Director Henry Samueli              For       For        Management
1.8   Elect Director Robert E. Switz            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
4     Ratify Auditors                           For       For        Management


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C. R. Bard, Inc.

Ticker:       BCR            Security ID:  67383109
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Kevin Dunnigan          For       For        Management
1.2   Elect Director Gail K. Naughton           For       For        Management
1.3   Elect Director John H. Weiland            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Require Majority Vote for Non-Contested   For       For        Management
      Election


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Cadbury Schweppes Plc

Ticker:                      Security ID:  GB0006107006
Meeting Date: APR 11, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 10.5 Pence Per  For       For        Management
      Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect Wolfgang Berndt as Director      For       For        Management
5     Re-elect Lord Patten as Director          For       For        Management
6     Re-elect Bob Stack as Director            For       For        Management
7     Elect Guy Elliott as Director             For       For        Management
8     Elect Ellen Marram as Director            For       For        Management
9     Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 87,100,490
12    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 13,197,043
13    Authorise 26,394,087 Ordinary Shares for  For       For        Management
      Market Purchase


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Cadbury Schweppes Plc

Ticker:                      Security ID:  GB0006107006
Meeting Date: APR 11, 2008   Meeting Type: Court
Record Date:

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


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

Cadbury Schweppes plc

Ticker:                      Security ID:  GB0006107006
Meeting Date: APR 11, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reduction and Subsequent Increase For       For        Management
      in Capital; Capitalise Reserves to
      Cadbury plc; Authorise Issue Equity with
      Rights up to GBP 87,100,490; Authorise
      Company to Issue and Allot One New
      Deferred Share to Cadbury plc; Amend
      Articles of Association
2     Approve Demerger of Americas Beverages;   For       For        Management
      Approve Entry into the Demerger
      Agreements
3     Approve Reduction of Capital of Cadbury   For       For        Management
      plc
4     Amend The Cadbury Schweppes Long Term     For       For        Management
      Incentive Plan 2004, Bonus Share
      Retention Plan, Share Option Plan 2004,
      (New Issue) Share Option Plan 2004 and
      International Share Award Plan
5     Approve The Cadbury plc 2008 Share Option For       For        Management
      Plan, Long Term Incentive Plan, Bonus
      Share Retention Plan and International
      Share Award Plan
6     Approve The Cadbury plc 2008 and The      For       For        Management
      Choices 2008 UK and Overseas Share
      Schemes
7     Authorise Directors of Cadbury plc to     For       For        Management
      Establish Additional Employee Share
      Schemes for the Benefit of the Overseas
      Employees of Cadbury plc
8     Amend The Cadbury plc 2008 Long Term      For       For        Management
      Incentive Plan


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Celgene Corp.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 18, 2008   Meeting Type: Annual
Record Date:  APR 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sol J. Barer               For       For        Management
1.2   Elect Director Robert J. Hugin            For       For        Management
1.3   Elect Director Michael D. Casey           For       For        Management
1.4   Elect Director Rodman L. Drake            For       For        Management
1.5   Elect Director A. Hull Hayes, Jr.         For       Withhold   Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Ernest Mario               For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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Charles Schwab Corp., The

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank C. Herringer         For       For        Management
2     Elect Director Stephen T. McLin           For       For        Management
3     Elect Director Charles R. Schwab          For       For        Management
4     Elect Director Roger O. Walther           For       For        Management
5     Elect Director Robert N. Wilson           For       For        Management
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals


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

Chicago Mercantile Exchange Holdings, Inc.

Ticker:       CME            Security ID:  167760107
Meeting Date: JUL 9, 2007    Meeting Type: Special
Record Date:  MAY 29, 2007

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


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

Cisco Systems, Inc.

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

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


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

CME Group Inc.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig S. Donohue           For       For        Management
1.2   Elect Director Timothy Bitsberger         For       For        Management
1.3   Elect Director Jackie M.Clegg             For       For        Management
1.4   Elect Director James A. Donaldson         For       For        Management
1.5   Elect Director J. Dennis Hastert          For       For        Management
1.6   Elect Director William P. Miller, II      For       For        Management
1.7   Elect Director Terry L. Savage            For       For        Management
1.8   Elect Director Christopher Stewart        For       For        Management
2     Ratify Auditors                           For       For        Management


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

Cognizant Technology Solutions Corp.

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

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


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

Corning Inc.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       Withhold   Management
1.2   Elect Director Gordon Gund                For       Withhold   Management
1.3   Elect Director Kurt M. Landgraf           For       For        Management
1.4   Elect Director H. Onno Ruding             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Corporate Executive Board Co. (The)

Ticker:       EXBD           Security ID:  21988R102
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 23, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas L. Monahan, III     For       For        Management
1.2   Elect Director Gregor S. Bailar           For       For        Management
1.3   Elect Director Stephen M. Carter          For       For        Management
1.4   Elect Director Gordon J. Coburn           For       For        Management
1.5   Elect Director Robert C. Hall             For       For        Management
1.6   Elect Director Nancy J. Karch             For       For        Management
1.7   Elect Director David W. Kenny             For       For        Management
1.8   Elect Director Daniel O. Leemon           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Costco Wholesale Corporation

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 29, 2008   Meeting Type: Annual
Record Date:  NOV 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Susan L. Decker            For       For        Management
1.2   Elect Director Richard D. Dicerchio       For       For        Management
1.3   Elect Director Richard M. Libenson        For       For        Management
1.4   Elect Director John W. Meisenbach         For       For        Management
1.5   Elect Director Charles T. Munger          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Covance Inc.

Ticker:       CVD            Security ID:  222816100
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen G. Bang           For       For        Management
1.2   Elect Director Gary E. Costley, Ph.D.     For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

Credit Suisse Group (formerly CS Holding)

Ticker:                      Security ID:  CH0012138530
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports for Fiscal 2007                             Vote
2     Approve Discharge of Board and Senior     For       Did Not    Management
      Management                                          Vote
3     Approve CHF 2 Million Reduction in Share  For       Did Not    Management
      Capital via Cancellation of Repurchased             Vote
      Shares
4     Approve Allocation of Income and          For       Did Not    Management
      Dividends of CHF 2.50 per Share                     Vote
5.1   Indicate Legal Form in Company Name       For       Did Not    Management
                                                          Vote
5.2   Amend Articles Re: Contributions in Kind  For       Did Not    Management
                                                          Vote
6.1.1 Reelect Thomas Bechtler as Director       For       Did Not    Management
                                                          Vote
6.1.2 Reelect Robert Benmosche as Director      For       Did Not    Management
                                                          Vote
6.1.3 Reelect Peter Brabeck-Letmathe as         For       Did Not    Management
      Director                                            Vote
6.1.4 Reelect Jean Lanier as Director           For       Did Not    Management
                                                          Vote
6.1.5 Reelect Anton von Rossum as Director      For       Did Not    Management
                                                          Vote
6.1.6 Reelect Ernst Tanner as Director          For       Did Not    Management
                                                          Vote
6.2   Ratify KPMG Klynveld Peat Marwick         For       Did Not    Management
      Goerdeler SA as Auditors                            Vote
6.3   Appoint BDO Visura as Special Auditor     For       Did Not    Management
                                                          Vote


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

Crown Castle International Corp.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David C. Abrams            For       For        Management
1.2   Elect Director Dale N. Hatfield           For       For        Management
1.3   Elect Director Lee W. Hogan               For       For        Management
1.4   Elect Director Robert F. McKenzie         For       For        Management
2     Ratify Auditors                           For       For        Management


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

eBay Inc.

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

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


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

Electronic Arts Inc.

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

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


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

EMC Corp.

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

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


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

Expeditors International of Washington, Inc.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter J. Rose              For       For        Management
1.2   Elect Director James L.K. Wang            For       For        Management
1.3   Elect Director R. Jordan Gates            For       For        Management
1.4   Elect Director James J. Casey             For       For        Management
1.5   Elect Director Dan P. Kourkoumelis        For       For        Management
1.6   Elect Director Michael J. Malone          For       For        Management
1.7   Elect Director John W. Meisenbach         For       For        Management
1.8   Elect Director Mark A. Emmert             For       For        Management
1.9   Elect Director Robert R. Wright           For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend EEO Policy to Reference             Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation


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

Express Scripts, Inc.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary G. Benanav            For       For        Management
1.2   Elect Director Frank J. Borelli           For       For        Management
1.3   Elect Director Maura C. Breen             For       For        Management
1.4   Elect Director Nicholas J. LaHowchic      For       For        Management
1.5   Elect Director Thomas P. Mac Mahon        For       For        Management
1.6   Elect Director Woodrow A. Myers Jr.       For       For        Management
1.7   Elect Director John O. Parker, Jr.        For       For        Management
1.8   Elect Director George Paz                 For       For        Management
1.9   Elect Director Samuel K. Skinner          For       For        Management
1.10  Elect Director Seymour Sternberg          For       For        Management
1.11  Elect Director Barrett A. Toan            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


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

F5 Networks, Inc.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 11, 2008   Meeting Type: Annual
Record Date:  JAN 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Gary Ames              For       For        Management
1.2   Elect  Director Scott Thompson            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Fastenal Co.

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kierlin          For       Withhold   Management
1.2   Elect Director Stephen M. Slaggie         For       Withhold   Management
1.3   Elect Director Michael M. Gostomski       For       For        Management
1.4   Elect Director Hugh L. Miller             For       For        Management
1.5   Elect Director Henry K. McConnon          For       For        Management
1.6   Elect Director Robert A. Hansen           For       For        Management
1.7   Elect Director Willard D. Oberton         For       Withhold   Management
1.8   Elect Director Michael J. Dolan           For       For        Management
1.9   Elect Director Reyne K. Wisecup           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Fortress Investment Group LLC

Ticker:       FIG            Security ID:  34958B106
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard N. Haass           For       For        Management
1.2   Elect Director Randal A. Nardone          For       For        Management
1.3   Elect Director Howard Rubin               For       For        Management
2     Ratify Auditors                           For       For        Management


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

Franklin Resources, Inc.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 31, 2008   Meeting Type: Annual
Record Date:  DEC 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Charles Crocker            For       For        Management
1.3   Elect Director Joseph R. Hardiman         For       For        Management
1.4   Elect Director Robert D. Joffe            For       For        Management
1.5   Elect Director Charles B. Johnson         For       For        Management
1.6   Elect Director Gregory E. Johnson         For       For        Management
1.7   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.8   Elect Director Thomas H. Kean             For       For        Management
1.9   Elect Director Chutta Ratnathicam         For       For        Management
1.10  Elect Director Peter M. Sacerdote         For       For        Management
1.11  Elect Director Laura Stein                For       For        Management
1.12  Elect Director Anne M. Tatlock            For       For        Management
1.13  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

General Dynamics Corp.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas D. Chabraja       For       For        Management
2     Elect Director James S. Crown             For       For        Management
3     Elect Director William P. Fricks          For       For        Management
4     Elect Director Charles H. Goodman         For       For        Management
5     Elect Director Jay L. Johnson             For       For        Management
6     Elect Director George A. Joulwan          For       For        Management
7     Elect Director Paul G. Kaminski           For       For        Management
8     Elect Director John M. Keane              For       For        Management
9     Elect Director Deborah J. Lucas           For       For        Management
10    Elect Director Lester L. Lyles            For       For        Management
11    Elect Director Carl E. Mundy, Jr.         For       For        Management
12    Elect Director J. Christopher Reyes       For       For        Management
13    Elect Director Robert Walmsley            For       For        Management
14    Ratify Auditors                           For       For        Management
15    Adopt Ethical Criteria for Military       Against   Abstain    Shareholder
      Contracts
16    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

Gilead Sciences, Inc.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director Carla A. Hills             For       For        Management
1.6   Elect Director John W. Madigan            For       For        Management
1.7   Elect Director John C. Martin             For       For        Management
1.8   Elect Director Gordon E. Moore            For       For        Management
1.9   Elect Director Nicholas Moore             For       For        Management
1.10  Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

Goldman Sachs Group, Inc., The

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Lloyd C. Blankfein        For       For        Management
2     Elect Directors John H. Bryan             For       For        Management
3     Elect Directors Gary D. Cohn              For       For        Management
4     Elect Directors Claes Dahlback            For       For        Management
5     Elect Directors Stephen Friedman          For       For        Management
6     Elect Directors William W. George         For       For        Management
7     Elect Directors Rajat K. Gupta            For       For        Management
8     Elect Directors James A. Johnson          For       For        Management
9     Elect Directors Lois D. Juliber           For       For        Management
10    Elect Directors Edward M. Liddy           For       For        Management
11    Elect Directors Ruth J. Simmons           For       For        Management
12    Elect Directors Jon Winkelried            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
16    Prepare Sustainability Report             Against   Abstain    Shareholder


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

Google Inc

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Adopt Internet Censorship Policies        Against   Abstain    Shareholder
5     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Henry Schein, Inc.

Ticker:       HSIC           Security ID:  806407102
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanley M. Bergman        For       For        Management
1.2   Elect  Director Gerald A. Benjamin        For       For        Management
1.3   Elect  Director James P. Breslawski       For       For        Management
1.4   Elect  Director Mark E. Mlotek            For       For        Management
1.5   Elect  Director Steven Paladino           For       For        Management
1.6   Elect  Director Barry J. Alperin          For       For        Management
1.7   Elect  Director Paul Brons                For       For        Management
1.8   Elect  Director M.A. Hamburg, M.D.        For       For        Management
1.9   Elect  Director Donald J. Kabat           For       For        Management
1.10  Elect  Director Philip A. Laskawy         For       For        Management
1.11  Elect  Director Karyn Mashima             For       For        Management
1.12  Elect  Director Norman S. Matthews        For       For        Management
1.13  Elect  Director Louis W. Sullivan, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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

Hewlett-Packard Co.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 19, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence T. Babbio, Jr.    For       For        Management
1.2   Elect Director Sari M. Baldauf            For       For        Management
1.3   Elect Director Richard A. Hackborn        For       For        Management
1.4   Elect Director John H. Hammergren         For       For        Management
1.5   Elect Director Mark V. Hurd               For       For        Management
1.6   Elect Director Joel Z. Hyatt              For       For        Management
1.7   Elect Director John R. Joyce              For       For        Management
1.8   Elect Director Robert L. Ryan             For       For        Management
1.9   Elect Director Lucille S. Salhany         For       For        Management
1.10  Elect Director G. Kennedy Thompson        For       For        Management
2     Ratify Auditors                           For       For        Management


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

J. C. Penney Co., Inc (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Colleen C. Barrett         For       Against    Management
1.2   Elect Director M. Anthony Burns           For       Against    Management
1.3   Elect Director Maxine K. Clark            For       Against    Management
1.4   Elect Director Thomas J. Engibous         For       Against    Management
1.5   Elect Director Kent B. Foster             For       Against    Management
1.6   Elect Director Ken C. Hicks               For       For        Management
1.7   Elect Director Leonard H. Roberts         For       Against    Management
1.8   Elect Director Javier G. Teruel           For       For        Management
1.9   Elect Director Myron E. Ullman, III       For       Against    Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

Jones Lang LaSalle, Inc.

Ticker:       JLL            Security ID:  48020Q107
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Claude De Bettignies    For       For        Management
1.2   Elect Director Colin Dyer                 For       For        Management
1.3   Elect Director Darryl Hartley-Leonard     For       For        Management
1.4   Elect Director Sir Derek Higgs            For       For        Management
1.5   Elect Director Lauralee E. Martin         For       For        Management
1.6   Elect Director Alain Monie                For       For        Management
1.7   Elect Director Sheila A. Penrose          For       For        Management
1.8   Elect Director David B. Rickard           For       For        Management
1.9   Elect Director Thomas C. Theobald         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

Las Vegas Sands Corp

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles D. Forman          For       Withhold   Management
1.2   Elect Director George P. Koo              For       For        Management
1.3   Elect Director Irwin A. Siegel            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


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

Legg Mason, Inc.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 19, 2007   Meeting Type: Annual
Record Date:  MAY 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Harold L. Adams                     For       For        Management
1.2   Elect Raymond A. Mason                    For       For        Management
1.3   Elect Margaret Milner Richardson          For       For        Management
1.4   Elect Kurt L. Schmoke                     For       For        Management
1.5   Elect Robert E. Angelica                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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

Liberty Global Inc.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Fries           For       For        Management
1.2   Elect Director Paul A. Gould              For       For        Management
1.3   Elect Director John C. Malone             For       For        Management
1.4   Elect Director Larry E. Romrell           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Lockheed Martin Corp.

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

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


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

MasterCard Incorporated

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bernard S.Y. Fung          For       For        Management
1.2   Elect Director Marc Olivie                For       For        Management
1.3   Elect Director Mark Schwartz              For       For        Management
2     Ratify Auditors                           For       For        Management


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

McDermott International, Inc.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   DIRECTOR ROGER A. BROWN                   For       For        Management
1.2   DIRECTOR OLIVER D. KINGSLEY, JR.          For       For        Management
1.3   DIRECTOR BRUCE W. WILKINSON               For       For        Management
2     APPROVE AMENDMENT TO ARTICLES OF          For       For        Management
      INCORPORATION TO CHANGE THE PERIOD WITHIN
      WHICH OUR BOARD OF DIRECTORS MAY SET A
      RECORD DATE OF A MEETING OF STOCKHOLDERS.
3     RATIFICATION OF APPOINTMENT OF MCDERMOTT  For       For        Management
      S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2008.


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

Merck & Co., Inc.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Clark           For       For        Management
1.2   Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
1.3   Elect Director Thomas H. Glocer           For       For        Management
1.4   Elect Director Steven F. Goldstone        For       For        Management
1.5   Elect Director William B. Harrison, Jr.   For       For        Management
1.6   Elect Director Harry R. Jacobson, M.D.    For       For        Management
1.7   Elect Director William N. Kelley, M.D.    For       For        Management
1.8   Elect Director Rochelle B. Lazarus        For       For        Management
1.9   Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
1.10  Elect Director Anne M. Tatlock            For       For        Management
1.11  Elect Director Samuel O. Thier, M.D.      For       For        Management
1.12  Elect Director Wendell P. Weeks           For       For        Management
1.13  Elect Director Peter C. Wendell           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Adopt a bylaw to Require an Independent   Against   For        Shareholder
      Lead Director


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

Microchip Technology, Inc.

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 17, 2007   Meeting Type: Annual
Record Date:  JUN 21, 2007

#     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     Ratify Auditors                           For       For        Management


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

Microsoft Corp.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director Dina Dublon                For       For        Management
1.5   Elect Director Raymond V. Gilmartin       For       For        Management
1.6   Elect Director Reed Hastings              For       For        Management
1.7   Elect Director David F. Marquardt         For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Helmut Panke               For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet
4     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Monsanto Co.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 16, 2008   Meeting Type: Annual
Record Date:  NOV 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Bachmann           For       For        Management
1.2   Elect Director William U. Parfet          For       For        Management
1.3   Elect Director George H. Poste            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Amend Bylaws to Not Indemnify Directors   Against   Abstain    Shareholder
      for Social and Environmental Liabilities


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

Nestle SA

Ticker:                      Security ID:  CH0012056047
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Discharge of Board and Senior     For       Did Not    Management
      Management                                          Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of CHF 12.20 per Share                    Vote
4.1.1 Reelect Andreas Koopmann as Director      For       Did Not    Management
                                                          Vote
4.1.2 Reelect Rolf Haenggi as Director          For       Did Not    Management
                                                          Vote
4.2.1 Elect Paul Bulcke as Director             For       Did Not    Management
                                                          Vote
4.2.2 Elect Beat Hess as Director               For       Did Not    Management
                                                          Vote
4.3   Ratify KPMG SA as Auditors                For       Did Not    Management
                                                          Vote
5.1   Approve CHF 10.1 Million Reduction in     For       Did Not    Management
      Share Capital via Cancellation of 10.1              Vote
      Million Repurchased Shares
5.2   Approve 1:10 Stock Split                  For       Did Not    Management
                                                          Vote
5.3   Amend Articles to Reflect Changes in      For       Did Not    Management
      Capital; Amend Articles Re: Stock Split             Vote
6     Adopt New Articles of Association         For       Did Not    Management
                                                          Vote


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

Network Appliance, Inc.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: SEP 19, 2007   Meeting Type: Annual
Record Date:  JUL 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Jeffry R. Allen            For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Alan L. Earhart            For       For        Management
1.6   Elect Director Edward Kozel               For       For        Management
1.7   Elect Director Mark Leslie                For       For        Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director George T. Shaheen          For       For        Management
1.10  Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Ratify Auditors                           For       For        Management


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

NII Holdings, Inc.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Neal P. Goldman            For       For        Management
1.2   Elect Director Charles M. Herington       For       For        Management
1.3   Elect Director John W. Risner             For       For        Management
2     Ratify Auditors                           For       For        Management


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

Northern Trust Corp.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda Walker Bynoe         For       For        Management
1.2   Elect Director Nicholas D. Chabraja       For       For        Management
1.3   Elect Director Susan Crown                For       For        Management
1.4   Elect Director Dipak C. Jain              For       For        Management
1.5   Elect Director Arthur L. Kelly            For       For        Management
1.6   Elect Director Robert C. McCormack        For       For        Management
1.7   Elect Director Edward J. Mooney           For       For        Management
1.8   Elect Director William A. Osborn          For       For        Management
1.9   Elect Director John W. Rowe               For       For        Management
1.10  Elect Director Harold B. Smith            For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director Enrique J. Sosa            For       For        Management
1.13  Elect Director Charles A. Tribbett III    For       For        Management
1.14  Elect Director Frederick H. Waddell       For       For        Management
2     Ratify Auditors                           For       For        Management


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

Nuance Communications, Inc.

Ticker:       NUAN           Security ID:  67020Y100
Meeting Date: APR 21, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Berger         For       For        Management
1.2   Elect  Director Robert J. Frankenberg     For       For        Management
1.3   Elect  Director Jeffrey A. Harris         For       For        Management
1.4   Elect  Director William H. Janeway        For       For        Management
1.5   Elect  Director Katharine A. Martin       For       For        Management
1.6   Elect  Director Mark B. Myers             For       For        Management
1.7   Elect  Director Philip J. Quigley         For       For        Management
1.8   Elect  Director Paul A. Ricci             For       For        Management
1.9   Elect  Director Robert G. Teresi          For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

Occidental Petroleum Corp.

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 2, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Spencer Abraham            For       Against    Management
2     Elect Director Ronald W. Burkle           For       For        Management
3     Elect Director John S. Chalsty            For       Against    Management
4     Elect Director Edward P. Djerejian        For       For        Management
5     Elect Director John E. Feick              For       For        Management
6     Elect Director Ray R. Irani               For       For        Management
7     Elect Director Irvin W. Maloney           For       Against    Management
8     Elect Director Avedick B. Poladian        For       For        Management
9     Elect Director Rodolfo Segovia            For       Against    Management
10    Elect Director Aziz D. Syriani            For       For        Management
11    Elect Director Rosemary Tomich            For       Against    Management
12    Elect Director Walter L. Weisman          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Publish a Scientific Global Warming       Against   Against    Shareholder
      Report
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Disclose Information on Compensation      Against   Against    Shareholder
      Consultant
17    Pay For Superior Performance              Against   For        Shareholder
18    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

Och-Ziff Capital Management Group LLC

Ticker:       OZM            Security ID:  67551U105
Meeting Date: MAY 27, 2008   Meeting Type: Annual
Record Date:  APR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Allan S. Bufferd           For       For        Management
1.2   Elect Director Joel Frank                 For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Polo Ralph Lauren Corp.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 9, 2007    Meeting Type: Annual
Record Date:  JUN 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Frank A. Bennack, Jr.               For       For        Management
1.2   Elect Joel L. Fleishman                   For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 8, 2008    Meeting Type: Annual/Special
Record Date:  MAR 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W.J. Doyle                For       For        Management
1.2   Elect  Director J.W. Estey                For       For        Management
1.3   Elect  Director W. Fetzer III             For       For        Management
1.4   Elect  Director C.S. Hoffman              For       For        Management
1.5   Elect  Director D.J. Howe                 For       For        Management
1.6   Elect  Director A.D. Laberge              For       For        Management
1.7   Elect  Director K.G. Martell              For       For        Management
1.8   Elect  Director J.J. McCaig               For       For        Management
1.9   Elect  Director M. Mogford                For       For        Management
1.10  Elect  Director P.J. Schoenhals           For       For        Management
1.11  Elect  Director E.R. Stromberg            For       For        Management
1.12  Elect  Director E. Viyella De Paliza      For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Approve 2008 Performance Option Plan      For       For        Management
4     SP - Establish SERP Policy                Against   For        Shareholder


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

Praxair, Inc.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nance K. Dicciani          For       For        Management
1.2   Elect Director Edward G. Galante          For       For        Management
1.3   Elect Director Ira D. Hall                For       For        Management
1.4   Elect Director Raymond W. LeBoeuf         For       For        Management
1.5   Elect Director Larry D. McVay             For       For        Management
1.6   Elect Director Wayne T. Smith             For       For        Management
1.7   Elect Director H. Mitchell Watson, Jr.    For       For        Management
1.8   Elect Director Robert L. Wood             For       For        Management
2     Require Majority Vote for Non-Contested   For       For        Management
      Election
3     Ratify Auditors                           For       For        Management


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

Precision Castparts Corp.

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

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


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

Prudential Financial Inc

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     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 Mark B. Grier              For       For        Management
1.8   Elect Director Jon F. Hanson              For       For        Management
1.9   Elect Director Constance J. Horner        For       For        Management
1.10  Elect Director Karl J. Krapek             For       For        Management
1.11  Elect Director Christine A. Poon          For       For        Management
1.12  Elect Director John R. Strangfield        For       For        Management
1.13  Elect Director James A. Unruh             For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUALCOMM Inc.

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

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


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

Range Resources Corporation

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles L. Blackburn       For       For        Management
1.2   Elect Director Anthony V. Dub             For       For        Management
1.3   Elect Director V. Richard Eales           For       For        Management
1.4   Elect Director Allen Finkelson            For       For        Management
1.5   Elect Director Jonathan S. Linker         For       For        Management
1.6   Elect Director Kevin S. McCarthy          For       For        Management
1.7   Elect Director John H. Pinkerton          For       For        Management
1.8   Elect Director Jeffrey L. Ventura         For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

Reckitt Benckiser Plc

Ticker:                      Security ID:  GB0007278715
Meeting Date: OCT 4, 2007    Meeting Type: Court
Record Date:

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


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

Reckitt Benckiser Plc

Ticker:                      Security ID:  GB0007278715
Meeting Date: OCT 4, 2007    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Auth. Directors to Carry the Scheme of    For       For        Management
      Arrangement into Effect; Approve
      Reduction and Subsequent Increase in
      Cap.; Capitalise Reserves; Issue Equity
      with Rights; Amend Art. of Association;
      Approve Proposed Reduction of Cap. of
      Reckitt Benckiser Group Plc
2     Approve Cancellation and Repayment of the For       For        Management
      Five Percent Cumulative Preference Shares
3     Approve Cancellation of Share Premium     For       For        Management
      Account
4     Approve Cancellation of the Capital       For       For        Management
      Redemption Reserve
5     Subject to and Conditional Upon the       For       For        Management
      Approval of Resolution 1, Approve Reckitt
      Benckiser Group 2007 Senior Executive
      Share Ownership Policy Plan
6     Subject to and Conditional Upon the       For       For        Management
      Approval of Resolution 1, Approve Reckitt
      Benckiser Group 2007 Savings Related
      Share Option Plan
7     Subject to and Conditional Upon the       For       For        Management
      Approval of Resolution 1, Approve Reckitt
      Benckiser Group 2007 Global Stock Profit
      Plan
8     Subject to and Conditional Upon the       For       For        Management
      Approval of Resolution 1, Approve Reckitt
      Benckiser Group 2007 US Savings-Related
      Share Option Plan
9     Subject to and Conditional Upon the       For       For        Management
      Approval of Resolution 1, Approve Reckitt
      Benckiser Group 2007 Long Term Incentive
      Plan


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

Red Hat, Inc.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 16, 2007   Meeting Type: Annual
Record Date:  JUN 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director General H. Hugh Shelton    For       For        Management
1.2   Elect Director Matthew J. Szulik          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Research In Motion Ltd

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 17, 2007   Meeting Type: Annual
Record Date:  MAY 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Michael Lazaridis, James  For       For        Management
      Balsillie, James Estill, David Kerr,
      Roger Martin, John E. Richardson, Barbara
      Stymiest, and John Wetmore
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       Against    Management


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

Salesforce.com, Inc.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUL 12, 2007   Meeting Type: Annual
Record Date:  MAY 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stratton Sclavos           For       Withhold   Management
1.2   Elect Director Lawrence Tomlinson         For       For        Management
1.3   Elect Director Shirley Young              For       For        Management
2     Ratify Auditors                           For       For        Management


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

Schlumberger Ltd.

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

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


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

Shire plc

Ticker:                      Security ID:  GB00B0KQX869
Meeting Date: MAY 9, 2008    Meeting Type: Court
Record Date:

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


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

Shire plc

Ticker:                      Security ID:  GB00B0KQX869
Meeting Date: MAY 9, 2008    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement; Auth.      For       For        Management
      Board to Carry the Scheme into Effect;
      Approve Reduction and Subsequent Increase
      in Share Capital; Capitalise Reserves to
      Shire Limited and/or Its Nominee(s);
      Issue Equity with Rights; Amend Articles
      of Association
2     Approve Reduction of the Amount Standing  For       For        Management
      to the Credit of Shire Limited's Share
      Premium Account by Transferring the Sum
      of USD 3,700M from Shire Limited's Share
      Premium Account and Crediting It to a
      Reserve of Profit to be Available to
      Shire Limited
3     Approve Shire Sharesave Scheme Adopted by For       For        Management
      Shire Limited
4     Approve Shire Employee Stock Purchase     For       For        Management
      Plan Adopted by Shire Limited
5     Approve Part A of the Shire Portfolio     For       For        Management
      Share Plan Adopted by Shire Limited
6     Approve Part B of the Shire Portfolio     For       For        Management
      Share Plan Adopted by Shire Limited


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

Smith International, Inc.

Ticker:       SII            Security ID:  832110100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Loren K. Carroll           For       For        Management
1.2   Elect Director Dod A. Fraser              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

St. Jude Medical, Inc.

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

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


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

Stryker Corp.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Brown              For       For        Management
1.2   Elect Director Howard E. Cox, Jr.         For       For        Management
1.3   Elect Director Donald M. Engelman         For       For        Management
1.4   Elect Director Jerome H. Grossman         For       For        Management
1.5   Elect Director Louise L. Francesconi      For       For        Management
1.6   Elect Director Stephen P. MacMillan       For       For        Management
1.7   Elect Director William U. Parfet          For       For        Management
1.8   Elect Director Ronda E. Stryker           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

SYSCO Corporation

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 9, 2007    Meeting Type: Annual
Record Date:  SEP 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John M. Cassaday           For       For        Management
2     Elect Director Manuel A. Fernandez        For       For        Management
3     Elect Director Jackie M. Ward             For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
6     Ratify Auditors                           For       For        Management


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

T. Rowe Price Group, Inc.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 10, 2008   Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward C. Bernard          For       For        Management
2     Elect Director James T. Brady             For       For        Management
3     Elect Director ) J. Alfred Broaddus, Jr.  For       For        Management
4     Elect Director Donald B. Hebb, Jr.        For       For        Management
5     Elect Director James A.C. Kennedy         For       For        Management
6     Elect Director Brian C. Rogers            For       For        Management
7     Elect Director Dr. Alfred Sommer          For       For        Management
8     Elect Director Dwight S. Taylor           For       For        Management
9     Elect Director Anne Marie Whittemore      For       For        Management
10    Increase Authorized Common Stock          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Other Business                            For       Against    Management


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

Teva Pharmaceutical Industries Ltd.

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

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


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

Thermo Fisher Scientific Inc.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott M. Sperling          For       For        Management
1.2   Elect Director Bruce L. Koepfgen          For       For        Management
1.3   Elect Director Michael E. Porter          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

Transocean Inc.

Ticker:       RIG            Security ID:  G90073100
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: JON A. MARSHALL     For       For        Management
2     ELECTION OF DIRECTOR: MARTIN B. MCNAMARA  For       For        Management
3     ELECTION OF DIRECTOR: ROBERT E. ROSE      For       For        Management
4     ELECTION OF DIRECTOR: IAN C. STRACHAN     For       For        Management
5     APPROVAL OF THE APPOINTMENT OF ERNST &    For   For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2008.


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

UBS AG

Ticker:                      Security ID:  CH0024899483
Meeting Date: FEB 27, 2008   Meeting Type: Special
Record Date:  FEB 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Receive Information on Effects of US      None      None       Management
      Sub-Prime Mortgage Crisis (Non-Voting)
1b    Authorize Special Audit to Investigate    Against   For        Shareholder
      Internal Controls and Other Questions
      Related to US Sub-Prime Mortgage Crisis
2     Approve Creation of CHF 10.4 Million Pool For       For        Management
      of Capital with Preemptive Rights for
      Purpose of Stock Dividend
3a    Approve Creation of CHF 27.8 Million Pool For       For        Management
      of Capital without Preemptive Rights to
      Guarantee Conversion Rights for Mandatory
      Convertible Bonds
3b    Approve Creation of CHF 52 Million Pool   Against   Against    Shareholder
      of Capital with Preemptive Rights


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

United Technologies Corp.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw III          For       For        Management
1.9   Elect Director Richard B. Myers           For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
5     Improve Human Rights Standards or         Against   Abstain    Shareholder
      Policies
6     Pay For Superior Performance              Against   For        Shareholder
7     Report on Foreign Military Sales          Against   Abstain    Shareholder


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

Wellpoint Inc

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angela F. Braly            For       For        Management
1.2   Elect Director William H.T. Bush          For       For        Management
1.3   Elect Director Warren Y. Jobe             For       For        Management
1.4   Elect Director William G. Mays            For       For        Management
1.5   Elect Director Senator D.W. Riegle, Jr    For       For        Management
1.6   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

XM Satellite Radio Holdings Inc.

Ticker:       XMSR           Security ID:  983759101
Meeting Date: JUN 24, 2008   Meeting Type: Annual
Record Date:  MAY 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary M. Parsons            For       For        Management
1.2   Elect Director Nathaniel A. Davis         For       For        Management
1.3   Elect Director Joan L. Amble              For       For        Management
1.4   Elect Director Thomas J. Donohue          For       For        Management
1.5   Elect Director Eddy W. Hartenstein        For       For        Management
1.6   Elect Director Chester A. Huber, Jr.      For       For        Management
1.7   Elect Director John Mendel                For       For        Management
1.8   Elect Director Jarl Mohn                  For       For        Management
1.9   Elect Director Jack Shaw                  For       For        Management
1.10  Elect Director Jeffrey Zients             For       For        Management
2     Ratify Auditors                           For       For        Management


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

XM Satellite Radio Holdings Inc.

Ticker:       XMSR           Security ID:  983759101
Meeting Date: NOV 13, 2007   Meeting Type: Special
Record Date:  OCT 1, 2007

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


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

XTO Energy Inc

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

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



                                                              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):                       Oppenheimer Capital Appreciation Fund

By (Signature and Title)*: John V. Murphy
                           John V. Murphy, President and Principal Executive Officer

Date:    August 15, 2008

*By:     /s/ Randy Legg
         Randy Legg, Attorney in Fact