UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act File Number:	811-04547

Exact Name of Registrant as Specified in Charter:	Voyageur Mutual Funds III

Address of principal executive offices:	2005 Market Street
	Philadelphia, PA 19103

Name and address of agent for service:	David F. Connor, Esq.
	2005 Market Street
	Philadelphia, PA 19103

Registrant’s telephone number:	(800) 523-1918

Date of fiscal year end:	April 30

Date of reporting period:	July 1, 2006 - June 30, 2007

ITEM 1. PROXY VOTING RECORD.

========================= DELAWARE LARGE CAP CORE FUND =========================

ABBOTT LABORATORIES

Ticker: ABT Security ID: 002824100

Meeting Date: APR 27, 2007 Meeting Type: Annual

Record Date: FEB 28, 2007 &# 160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director R.S. Austin For For Management

1.2 Elect Director W.M. Daley For For Management

1.3 Elect Director W.J. Farrell For For Management

1.4 Elect Director H.L. Fuller For For Management

1.5 Elect Director R.A. Gonzalez For For Management

1.6 Elect Director D.A.L. Owen For For Management

1.7 Elect Director B. Powell Jr. For For Management

1.8 Elect Director W.A. Reynolds For For Management

1.9 Elect Director R.S. Roberts For For Management

1.10 Elect Director S.C. Scott III For Withhold Management

1.11 Elect Director W.D. Smithburg &# 160; For For Management

1.12 Elect Director G.F. Tilton For For Management

1.13 Elect Director M.D. White For For Management

2 Ratify Auditors ; For For Management

3 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

4 Separate Chairman and CEO Positions Against Against Shareholder

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ABERCROMBIE & FITCH CO.

Ticker: ANF Security ID: 002896207

Meeting Date: JUN 13, 2007 Meeting Type: Annual

Record Date: APR 17, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John A. Golden For For Management

1.2 Elect Director Edward F. Limato For For Management

2 Amend Executive Incentive Bonus Plan For For Management

3 Approve Omnibus Stock Plan For Against 0; Management

4 Ratify Auditors For For Management

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AFFILIATED MANAGERS GROUP, INC.

Ticker: AMG Security ID: 008252108

Meeting Date: MAY 31, 2007 Meeting Type: Annual & #160;

Record Date: APR 24, 2007

# Proposal 60; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard E. Floor For For Management

1.2 Elect Director Sean M. Healey For For Management

1.3 Elect Director Harold J. Meyerman For For Management

1.4 Elect Director William J. Nutt For For Management

1.5 Elect Director Rita M. Rodriguez For For Management

1.6 Elect Director Patrick T. Ryan For For Management

1.7 0; Elect Director Jide J. Zeitlin For For Management

2 Ratify Auditors For For Management

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AGCO CORP.

Ticker: AG Security ID: 001084102 &# 160;

Meeting Date: APR 26, 2007 Meeting Type: Annual

Record Date: MAR 16, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director W. Wayne Booker For For Management

1.2 Elect Director Francisco R. Gros For Withhold Management

1.3 Elect Director Gerald B. Johanneson For For Management

1.4 Elect Director Curtis E. Moll For For Management

2 Ratify Auditors For For Management

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AMERICAN INTERNATIONAL GROUP, INC.

Ticker: AIG Security ID: 026874107

Meeting Date: MAY 16, 2007 Meeting Type: Annual

Record Date: MAR 23, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Marshall A. Cohen For For Management

1.2 &# 160; Elect Director Martin S. Feldstein For For Management

1.3 Elect Director Ellen V. Futter For For Management

1.4 Elect Director Stephen L. Hammerman For For Management

1.5 Elect Director Richard C. Holbrooke For For Management

1.6 Elect Director Fred H. Langhammer For For Management

1.7 Elect Director George L. Miles, Jr. For For Management

1.8 Elect Director Morris W. Offit For For Management

1.9 Elect Director James F. Orr, III For For Management

1.10 Elect Director Virginia M. Rometty For For Management

1.11 Elect Director Martin J. Sullivan For For Management

1.12 Elect Director Michael H. Sutton For For Management

1.13 Elect Director Edmund S.W. Tse For For Management

1.14 Elect Director Robert B. Willumstad For For Management

1.15 Elect Director Frank G. Zarb For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Performance-Based and/or Time-Based Against For Shareholder

Equity Awards

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AMGEN, INC.

Ticker: AMGN Security ID: 031162100

Meeting Date: MAY 9, 2007 Meeting Type: Annual

Record Date: MAR 12, 2007

# Proposal ; Mgt Rec Vote Cast Sponsor

1 Elect Director Frank J. Biondi, Jr. For For Management

2 Elect Director Jerry D. Choate For For Management

3 Elect Director Frank C. Herringer ; For For Management

4 Elect Director Gilbert S. Omenn For For Management

5 Ratify Auditors For For Management

6 Declassify the Board of Directors & #160; For For Management

7 Declassify the Board of Directors For For Management

8 Develop an Animal Welfare Policy Against Against Shareholder

9 Prepare a Sustainability Report Against Against Shareholder

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APPLIED MATERIALS, INC.

Ticker: AMAT Security ID: 038222105

Meeting Date: MAR 14, 2007 Meeting Type: Annual

Record Date: JAN 19, 2007 & #160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael H. Armacost For For Management

1.2 Elect Director Robert H. Brust For For Management

1.3 Elect Director Deborah A. Coleman For For Management

1.4 Elect Director Philip V. Gerdine For For Management

1.5 Elect Director Thomas J. Iannotti& #160; For For Management

1.6 Elect Director Charles Y.S. Liu For For Management

1.7 Elect Director James C. Morgan For For Management

1.8 Elect Director Gerhard H. Parker For For ; Management

1.9 Elect Director Willem P. Roelandts For For Management

1.10 Elect Director Michael R. Splinter For For Management

2 Amend Omnibus Stock Plan For For Management

3 Amend Qualified Employee Stock Purchase For For Management

Plan

4 Amend Executive Incentive Bonus Plan For For Management

5 Ratify Auditors For For Management

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BANK OF AMERICA CORP.

Ticker: BAC Security ID: 060505104

Meeting Date: APR 25, 2007 Meeting Type: Annual

Record Date: MAR 2, 2007

# Proposal 0; Mgt Rec Vote Cast Sponsor

1 Elect Director William Barnet, III For For Management

2 Elect Director Frank P. Bramble, Sr. For For Management

3 Elect Director John T. Collins For 0; For Management

4 Elect Director Gary L. Countryman For For Management

5 Elect Director Tommy R. Franks For For Management

6 Elect Director Charles K. Gifford For For Management

7 Elect Director W. Steven Jones For For Management

8 Elect Director Kenneth D. Lewis For For Management

9 Elect Director Monica C. Lozano For For Management

10 Elect Director Walter E. Massey For For Management

11 Elect Director Thomas J. May For For Management

12 Elect Director Patricia E. Mitchell For For Management

13 Elect Director Thomas M. Ryan 0; For For Management

14 Elect Director O. Temple Sloan, Jr. For For Management

15 Elect Director Meredith R. Spangler For For Management

16 Elect Director Robert L. Tillman For For &# 160; Management

17 Elect Director Jackie M. Ward For For Management

18 Ratify Auditors For For Management

19 Prohibit Executive Stock-Based Awards Against Against Shareholder

20 Change Size of Board of Directors Against Against Shareholder

21 Separate Chairman and CEO Positions Against Against Shareholder

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BEST BUY CO., INC.

Ticker: BBY Security ID: 086516101

Meeting Date: JUN 27, 2007 Meeting Type: Annual

Record Date: APR 30, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ronald James For For Management

1.2 Elect Director Elliot S. Kaplan For For Management

1.3 Elect Director Matthew H. Paul 0; For For Management

1.4 Elect Director James E. Press For For Management

1.5 Elect Director Richard M. Schulze For For Management

1.6 Elect Director Mary A. Tolan For For ; Management

1.7 Elect Director Hatim A. Tyabji For For Management

1.8 Elect Director Rogelio M. Rebolledo For For Management

2 Ratify Auditors For For M anagement

3 Amend Omnibus Stock Plan For For Management

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CAPITAL ONE FINANCIAL CORP. &# 160;

Ticker: COF Security ID: 14040H105

Meeting Date: APR 26, 2007 Meeting Type: Annual

Record Date: FEB 28, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director W. Ronald Dietz For For Management

1.2 Elect Director Lewis Hay, III For For Management

1.3 Elect Director Mayo A. Shattuck, III For For Management

2 Ratify Auditors For For Management

3 Amend Articles of Incorporation - Remove For For Management

Provision of Plurality Voting for the

Election of Directors

4 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation &# 160;

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CATERPILLAR INC. 60;

Ticker: CAT Security ID: 149123101

Meeting Date: JUN 13, 2007 Meeting Type: Annual

Record Date: APR 16, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 .1 Elect Director John T. Dillon For For Management

1.2 Elect Director Juan Gallardo For Withhold Management

1.3 Elect Director William A. Osborn For For Management

1.4 Elect Director Edward B. Rust, Jr. For For Management

2 Ratify Auditors For For Management

3 Separate Chairman and CEO Positions Against Against Shareholder

4 Require a Majority Vote for the Election Against For Shareholder

of Directors

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CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100

Meeting Date: APR 25, 2007 Meeting Type: Annual

Record Date: MAR 12, 2007

# Proposal 60; Mgt Rec Vote Cast Sponsor

1 Elect Director Samuel H. Armacost For For Management

2 Elect Director Linnet F. Deily For For Management

3 Elect Director Robert E. Denham & #160; For For Management

4 Elect Director Robert J. Eaton For For Management

5 Elect Director Sam Ginn For For Management

6 Elect Director Franklyn G. Jenifer For 60; For Management

7 Elect Director Sam Nunn For For Management

8 Elect Director David J. O'Reilly For For Management

9 Elect Director Donald B. Rice For For Management

10 Elect Director Peter J. Robertson For For Management

11 Elect Director Kevin W. Sharer For For Management

12 Elect Director Charles R. Shoemate For For Management

13 Elect Director Ronald D. Sugar For For Management

14 Elect Director Carl Ware For For Management

15 Ratify Auditors For For Management

16 Reduce Supermajority Vote Requirement For For Management

17 Adopt Human Rights Policy Against For Shareholder

18 Adopt Greenhouse Gas Emission Reduction Against Against Shareholder

Goals ;

19 Adopt Animal Welfare Policy Against Against Shareholder

20 Separate Chairman and CEO Positions Against For Shareholder

21 ; Approve/Amend Terms of Existing Poison Against Against Shareholder

Pill

22 Report on Market Specific Environmental Against Against Shareholder

60; Laws

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CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102

Meeti ng Date: NOV 15, 2006 Meeting Type: Annual

Record Date: SEP 18, 2006

# Proposal &# 160; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Carol A. Bartz For For Management

1.2 Elect Director M. Michele Burns For For Management

1.3 Elect Director Michael D. Capellas For &# 160; For Management

1.4 Elect Director Larry R. Carter For For Management

1.5 Elect Director John T. Chambers For For Management

1.6 Elect Director Dr. John L. Hennessy For For Management

1.7 Elect Director Richard M. Kovacevich For For Management

1.8 Elect Director Roderick C. McGeary For For Management

1.9 Elect Director Steven M. West For For Management

1.10 Elect Director Jerry Yang & #160; For For Management

2 Ratify Auditors For For Management

3 Performance-Based and/or Time-Based Against For Shareholder

Equity Awards 0;

4 Report on Pay Disparity Against Against Shareholder

5 Report on Internet Fragmentation Against For Shareholder

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CIT GROUP INC

Ticker: CIT Security ID: 125581108

Meeting Date: MAY 8, 2007 Meeting Type: Annual

Record Date: MAR 19, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jeffrey M. Peek For For Management

1.2 Elect Director Gary C. Butler For For Management

1.3 Elect Director William M. Freeman For For Management

1.4 Elect Director Susan Lyne For For Management

1 .5 Elect Director Marianne Miller Parrs For For Management

1.6 Elect Director Timothy M. Ring For For Management

1.7 Elect Director John R. Ryan For For Management

1.8 Elect Director Seymour Sternberg For For Management

1.9 Elect Director Peter J. Tobin For For Management

1.10 Elect Director Lois M. Van Deusen For For Management

2 Ratify Auditors For &# 160; For Management

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CITIGROUP INC. 60;

Ticker: C Security ID: 172967101

Meeting Date: APR 17, 2007 Meeting Type: Annual

Record Date: FEB 21, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director C. Michae l Armstrong For For Management

2 Elect Director Alain J.P. Belda For For Management

3 Elect Director George David For For Management

4 Elect Director Kenneth T. Derr For For Management

5 Elect Director John M. Deutch For For Management

6 Elect Director Roberto Hernandez Ramirez For For Management

7 Elect Director Klaus Kleinfeld For For Management

8 Elect Director Andrew N. Liveris For For Management

9 Elect Director Anne Mulcahy For For Management

10 Elect Director Richard D. Parsons For For Management

11 Elect Director Charles Prince For For Management

12 Elect Director Judith Rodin For For Management

13 Elect Director Robert E. Rubin For For Management

14 Elect Director Franklin A. Thomas For For Management

15 Ratify Auditors For For Management

16 Report on Government Service of Employees Against Against Shareholder

17 Report on Political Contributions Against For & #160; Shareholder

18 Report on Charitable Contributions Against Against Shareholder

19 Approve Report of the Compensation Against For Shareholder

Committee ;

20 Report on Pay Disparity Against Against Shareholder

21 Separate Chairman and CEO Positions Against Against Shareholder

22 Stock Retention/Holding Period Against Against Shareholder

23 Restore or Provide for Cumulative Voting Against Against Shareholder

24 Amend Bylaws to Permit Shareholders to Against For Shareholder

Call Special Meetings

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COACH, INC.

Ticker: COH Security ID: 189754104

Meeting Date: NOV 2, 2006 Meeting Type: Annual

Record Date: SEP 14, 2006

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Lew Frankfort For For Management

1.2 Elect Director Susan Kropf For For Management

1.3 Elect Director Gary Loveman For For Management

1.4 Elect Director Ivan Menezes For For Management

1.5& #160; Elect Director Irene Miller For For Management

1.6 Elect Director Keith Monda For For Management

1.7 Elect Director Michael Murphy For For Management

1.8 Elect Director Jide Zeitlin &# 160; For For Management

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COMCAST CORP.

Ticker: CMCSA Security ID: 20030N101

Meeting Date: MAY 23, 2007 Meeting Type: Annual

Record Date: MAR 15, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director S. Decker Anstrom For For Management

1.2 Elect Director Kenneth J. Bacon For For Management

1.3 Elect Director Sheldon M. Bonovitz For For Management

1.4 Elect Director Edward D. Breen ; For For Management

1.5 Elect Director Julian A. Brodsky For For Management

1.6 Elect Director Joseph J. Collins For For Management

1.7 Elect Director J. Michael Cook For For M anagement

1.8 Elect Director Jeffrey A. Honickman For For Management

1.9 Elect Director Brian L. Roberts For For Management

1.10 Elect Director Ralph J. Roberts For For Management

1.11 Elec t Director Judith Rodin For For Management

1.12 Elect Director Michael I. Sovern For For Management

2 Ratify Auditors For For Management

3 60; Prohibit Executive Stock-Based Awards Against Against Shareholder

4 Separate Chairman and CEO Positions Against For Shareholder

5 Prepare Sustainability Report Against For Shareholder

6 Company-Specific -- Adopt Against For Shareholder

Recapitalization Plan

7 Advisory Vote to Ratify Named Executive Against Against Shareholder

Officers' Compensation 60;

8 Report on Pay Disparity Against Against Shareholder

9 Report on Political Contributions Against Against Shareholder

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CONOCOPHILLIPS

Ticker: COP &# 160; Security ID: 20825C104

Meeting Date: MAY 9, 2007 Meeting Type: Annual

Record Date: MAR 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director James E. Copeland, Jr. For For Management

2 Elect Director Kenneth M. Duberstein For For Management

3 Elect Director Ruth R. Harkin For For Management

4 Elect Director William R. Rhodes For For Management

5 Elect Director J. Stapleton Roy For For Management

6 Elect Director William E. Wade, Jr. For For Management

7 Ratify Auditors For For Management

8 Report on Political Contributions Against Against Shareholder

9 Report on Renewable Energy Sources Against Against Shareholder

10 Require Director Nominee Qualifications Against Against Shareholder

11 Report on Environmental Damage from Against For Shareholder

Drilling in the National Petroleum

Reserve

12 Report on Indigenous Peoples Rights Against Against Shareholder

Policies 60;

13 Report on Community Impact of Operations Against Against Shareholder

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CORNING INC.

Ticker: GLW Security ID: 219350105 &# 160;

Meeting Date: APR 26, 2007 Meeting Type: Annual

Record Date: FEB 26, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert F. Cummings, Jr. For For Management

1.2 Elect Director Eugene C. Sit For Withhold Management

1.3 Elect Director William D. Smithburg For Withhold Management

1.4 Elect Director Hansel E. Tookes Ii For Withhold Management

1.5 Elect Director Wendell P. Weeks For Withhold Management

2 Ratify Auditors &# 160; For For Management

3 Declassify the Board of Directors Against For Shareholder

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CVS CORPORATION ;

Ticker: CVS Security ID: 126650100

Meeting Date: MAR 15, 2007 Meeting Type: Special

Record Date: JAN 19, 2007

# Proposal 0; Mgt Rec Vote Cast Sponsor

1 Amend Articles/Increase Common Stock and For For Management

Change Company Name

2 Issu e Shares in Connection with an For For Management

Acquisition

3 Adjourn Meeting For 0; For Management

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CVS/CAREMARK CORP &# 160;

Ticker: CVS Security ID: 126650100

Meeting Date: MAY 9, 2007 Meeting Type: Annual

Record Date: MAR 30, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Edwin M. Banks 0; For For Management

2 Elect Director C. David Brown II For For Management

3 Elect Director Edwin Mac Crawford For For Management

4 Elect Director David W. Dorman For ; For Management

5 Elect Director Kristen E. Gibney Williams For For Management

6 Elect Director Roger L. Headrick For Against Management

7 Elect Director Marian L. Heard For For Management

8 Elect Director William H. Joyce For For Management

9 Elect Director Jean-Pierre Million For For Management

10 Elect Director Terrence Murray For For Management

11 Elect Director C.A. Lance Piccolo &# 160; For Against Management

12 Elect Director Sheli Z. Rosenberg For For Management

13 Elect Director Thomas M. Ryan For For Management

14 Elect Director Richard J. Swift For For ; Management

15 Ratify Auditors For For Management

16 Approve Qualified Employee Stock Purchase For For Management

Plan 60;

17 Approve Executive Incentive Bonus Plan For For Management

18 Limit Executive Compensation Against Against Shareholder

19 Separate Chairman and CEO Positions Against For 0; Shareholder

20 Prepare Sustainability Report Against For Shareholder

21 Disclose Information on Compensation Against For Shareholder

Consultant &# 160;

22 Compensation Specific- Policy on Stock Against For Shareholder

Option Grants/Option Backdating

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D.R. HORTON, INC.

Ticker: DHI ; Security ID: 23331A109

Meeting Date: JAN 25, 2007 Meeting Type: Annual

Record Date: DEC 1, 2006 &# 160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Donald R. Horton For For Management

1.2 Elect Director Bradley S. Anderson For&# 160; For Management

1.3 Elect Director Michael R. Buchanan For For Management

1.4 Elect Director Richard I. Galland For For Management

1.5 Elect Director Michael W. Hewatt For For Management

1.6 Elect Director Donald J. Tomnitz For For Management

1.7 Elect Director Bill W. Wheat For For Management

2 Require a Majority Vote for the Election Against For Shareholder

of Directors

3 Other Business For Against Management

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DOW CHEMICAL COMPANY, THE

Ticker: DOW Security ID: 260543103 ;

Meeting Date: MAY 10, 2007 Meeting Type: Annual

Record Date: MAR 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Arnold A. Allemang For For Management

1.2 Elect Director Jacqueline K. Barton For For Management

1.3 Elect Director James A. Bell For For Management

1.4 Elect Director Jeff M. Fettig For For Management

1.5 Elect Director Barbara H. Franklin For For Management

1.6 Ele ct Director John B. Hess For For Management

1.7 Elect Director Andrew N. Liveris For For Management

1.8 Elect Director Geoffery E. Merszei For For Management

1.9 WITHDRAWN None For Management

1.10 Elect Director James M. Ringler For For Management

1.11 Elect Director Ruth G. Shaw For For Management

1.12 Elect Director Paul G. Stern 60; For For Management

2 Ratify Auditors For For Management

3 Reduce Supermajority Vote Requirement For For Management

4 Report on Remediation Policies in Bhopal Against Against Shareholder

5 Report on Genetically Modified Organisms Against Against Shareholder

6 Report on Environmental Remediation Against For Shareholder

7 Evaluate Potential Links Between Company Against Against Shareholder

Products and Asthma 0;

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EMBARQ CORP ;

Ticker: EQ Security ID: 29078E105

Meeting Date: APR 26, 2007 Meeting Type: Annual 60;

Record Date: MAR 5, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Peter C. Brown For For Management

1.2 Elect Director Steven A. Davis For For Management

1.3 Elect Director Daniel R. Hesse For For Management

1. 4 Elect Director John P. Mullen For For Management

1.5 Elect Director William A. Owens For For Management

1.6 Elect Director Dinesh C. Paliwal For For Management

1.7 Elect Director Stephanie M. Shern F or For Management

1.8 Elect Director Laurie A. Siegel For For Management

2 Ratify Auditors For For Management

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EMC CORP.

Ticker: EMC Security ID: 268648102

Meeting Date: MAY 3, 2007 Meeting Type: Annual

Record Date: MAR 5, 2007 &# 160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael W. Brown For For Management

1.2 Elect Director John R. Egan For For Management

1.3 Elect Director David N. Strohm For For Management

2 Ratify Auditors For For Management

3 & #160; Amend Omnibus Stock Plan For For Management

4 Amend Qualified Employee Stock Purchase For For Management

Plan &# 160;

5 Declassify the Board of Directors For For Management

6 Limit Composition of Committee(s) to Against Against Shareholder

Independent Directors ;

7 Require a Majority Vote for the Election Against For Shareholder

of Directors

8 Company Specific-Adopt Simple Majority Against ; For Shareholder

Vote

9 Pay For Superior Performance Against Against Shareholder

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EOG RESOURCES, INC.

Ticker: EOG Security ID: 26875P101

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: MAR 1, 2007 60;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director George A. Alcorn For For Management

1.2 Elect Director Charles R. Crisp For For Management

1.3 Elect Director Mark G. Papa For For Management

1.4 Elect Director Edmund P. Segner, III For For Management

1.5 Elect Director William D. Stevens & #160; For For Management

1.6 Elect Director H. Leighton Steward For For Management

1.7 Elect Director Donald F. Textor For For Management

1.8 Elect Director Frank G. Wisner For For Manageme nt

2 Ratify Auditors For For Management

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EXPRESS SCRIPTS , INC.

Ticker: ESRX Security ID: 302182100

Meeting Date: MAY 23, 2007 Meeting Type: Ann ual

Record Date: MAR 30, 2007

# 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., M.D. For For Management

1.7 Elect Director John O. Parker, Jr. 60; 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 0; Management

1.11 Elect Director Barrett A. Toan For For Management

1.12 Elect Director Howard L. Waltman For For Management

2 Ratify Auditors For For &# 160; Management

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EXXON MOBIL CORP.

Ticker: XOM Security ID: 30231G102

Meeting Date: MAY 30, 2007 Meeting Type: Annual

Record Date: APR 5, 2007 & #160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael J. Boskin For 0; For Management

1.2 Elect Director William W. George For For Management

1.3 Elect Director James R. Houghton For For Management

1.4 Elect Director William R. Howell For For Management

1.5 Elect Director Reatha Clark King For For Management

1.6 Elect Director Philip E. Lippincott For For Management

1.7 Elect Director Marilyn Carlson Nelson For For Management

1.8 Elect Director Samuel J. Palmisano For 0; For Management

1.9 Elect Director Steven S Reinemund For For Management

1.10 Elect Director Walter V. Shipley For For Management

1.11 Elect Director J. Stephen Simon For For Management

1.12 Elect Director Rex W. Tillerson For For Management

2 Ratify Auditors For For Management

3 Restore or Provide for Cumulative Voting Against For Shareholder

4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder

Special Meetings

5 Separate Chairman and CEO Positions Against For Shareholder

6 Initiate Payment of Cash Dividend Against Against Shareholder

7 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

8 Compa ny-Specific- Amend Article IX of the Against Against Shareholder

Corporation's by-laws

9 Review Executive Compensation Against Against Shareholder

10 Limit Executive Compensation Against Against Shareholder

11 Claw-back of Payments under Restatements Against For Shareholder

12 Report on Political Contributions Against For Shareholder

13 Amend Equal Employment Opportunity Policy Against For Shareholder

to Proh ibit Discrimination Based on

Sexual Orientation

14 Report on Environmental Accountability Against Against Shareholder

15 Report on Emission Reduction Goals Against For Shareholder

16 Report on Carbon Dioxide Emissions Against Against Shareholder

Information at Gas Stations

17 Adopt Policy to Increase Renewable Energy Against Against Shareholder

Portfolio

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FEDERATED DEPARTMENT STORES, INC.

Ticker: FD Security ID: 31410H101 &# 160;

Meeting Date: MAY 18, 2007 Meeting Type: Annual

Record Date: MAR 23, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sara Levinson For For Management

1.2 Elect Director Joseph Neubauer For For Management

1.3 Elect Director Joseph Pichler For For Management

1.4 Elect Director Joyce M. Roche For For Management

1.5 Elect Director Karl von der Heyden For For Management

1.6 Elect Director Craig E. Weatherup For For Management

2 Ratify Auditors For For Management

3 Change Company Name For For Management

4 Amend Executive Incentive Bonus Plan For For Management

5 Approve Deferred Compensation Plan For For Management

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FORTUNE BRANDS, INC.

Ticker: FO Security ID: 349631101

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: FEB 23, 2007

# Proposal & #160; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Anne M. Tatlock For For Management

1.2 Elect Director Norman H. Wesley For For Management

1.3 Elect Director Peter M. Wilson &# 160; For For Management

2 Ratify Auditors For For Management

3 Amend Executive Incentive Bonus Plan For For Management

4 Approve Omnibus Stock Plan For For Management

5 Declassify the Board of Directors Against For Shareholder

6 Pay For Superior Performance Against For Shareholder

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FREDDIE MAC

Ticker: FRE 0; Security ID: 313400301

Meeting Date: JUN 8, 2007 Meeting Type: Annual

Record Date: MAR 30, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Barbara T. Alexander For For Management

2 Elect Director Geoffrey T. Boisi For 60; For Management

3 Elect Director Michelle Engler For For Management

4 Elect Director Robert R. Glauber For For Management

5 Elect Director Richard Karl Goeltz For For Managem ent

6 Elect Director Thomas S. Johnson For For Management

7 Elect Director William M. Lewis, Jr For For Management

8 Elect Director Eugene M. McQuade For For Management

9 Elect Director Shaud F. O Malley For For Management

10 Elect Director Jeffrey M. Peek For For Management

11 Elect Director Nicolas P. Retsinas For For Management

12 Elect Director Stephen A. Ross For For Management

13 Elect Director Richard F. Syron For For Management

14 Ratify Auditors For For Management

15 Amend Omnibus Stock Plan & #160; For For Management

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FREEPORT-MCMORAN COPPER & GOLD INC. 0;

Ticker: FCX Security ID: 35671D857

Meeting Date: MAR 14, 2007 Meeting Type: Special

Record Date: FEB 12, 200 7

# Proposal Mgt Rec Vote Cast Sponsor

1 Increase Authorized Common Stock &# 160; For For Management

2 Issue Shares in Connection with an For For Management

Acquisition

3 Adjourn Meeting For For Management

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GEN-PROBE, INC. 0;

Ticker: GPRO Security ID: 36866T103

Meeting Date: MAY 31, 2007 Meeting Type: Annual & #160;

Record Date: APR 9, 2007

# Proposal 0; Mgt Rec Vote Cast Sponsor

1 Elect Director Mae C. Jemison, M.D. For Against Management

2 Elect Director Armin M. Kessler For For Management

3 Approve Executive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

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

GENERAL ELECTRIC CO. & #160;

Ticker: GE Security ID: 369604103

Meeting Date: APR 25, 2007 Meeting Type: Annual & #160;

Record Date: FEB 26, 2007

# Proposal Mgt Rec & #160; Vote Cast Sponsor

1.1 Elect Director James I. Cash, Jr. For For Management

1.2 Elect Director William M. Castell For For Management

1.3 Elect Director Ann M. Fudge For For Management

1.4 Elect Director Claudio X. Gonzalez For Withhold Management

1.5 Elect Director Susan Hockfield For For Management

1.6 Elect Director Jeffrey R. Immelt For For Management

1.7 Elect Director Andrea Jung 0; For For Management

1.8 Elect Director Alan G. Lafley For For Management

1.9 Elect Director Robert W. Lane For For Management

1.10 Elect Director Ralph S. Larsen For For Management

1.11 Elect Director Rochelle B. Lazarus For For Management

1.12 Elect Director Sam Nunn For For Management

1.13 Elect Director Roger S. Penske For For Management

1.14 Elect Director Robert J. Swieringa For For Management

1.15 Elect Director Douglas A. Warner III For For Management

1.16 Elect Director Robert C. Wright For For Management

2 Ratify Auditors ; For For Management

3 Adopt Majority Vote Standard in Director For For Management

Elections

4 Approve Omnibus Stock Plan For For Management

5 Company-Specific-Approve Material Terms For For Management

of Senior Officer Performance Goals

6 Provide for Cumulative Voting Against For Shareholder

7 Company-Specific -- Adopt Policy on Against For Shareholder

Overboarded Directors ;

8 Company-Specific -- One Director from the Against Against Shareholder

Ranks of Retirees

9 Separate Chairman and CEO Positions Against For Shareholder

10 Limit Dividend and Dividend Equivalent Against For Shareholder

Payments to Executives

11 Report on Charitable Contributions Against Against Shareholder

12 Report on Global Warming Against Against Shareholder

13 Adopt Ethical Criteria for Military Against Against Shareholder

Contracts

14 Report on Pay Disparity Against Against Shareholder

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

GILEAD SCIENCES, INC. ;

Ticker: GILD Security ID: 375558103

Meeting Date: MAY 9, 2007 Meeting Type: Annual 0;

Record Date: MAR 22, 2007

# 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 Withhold 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 Joh n 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 Amend Qualified Employee Stock Purchase For For Management

Plan

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

GOODRICH CORPORATION

Ticker: GR Security ID: 382388106 0;

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: MAR 5, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Diane C. Creel For For Management

1.2 Elect Director George A. Davidson, Jr. For For Management

1.3 Elect Director Harris E. DeLoach, Jr. For For Management

1.4 Elect Director James W. Griffith For For Management

1.5 Elect Director William R. Holland For For Management

1.6 Elect Director John P. Jumper For For Management

1.7 Elect Director Marshall O. Larsen For For Management

1.8 Elect Director Lloyd W. Newton For For Management

1.9 Elect Director Douglas E. Olesen For For &# 160; Management

1.10 Elect Director Alfred M. Rankin, Jr. For For Management

1.11 Elect Director A. Thomas Young For For Management

2 Ratify Auditors For For Management

3 Pay For Superior Performance Against For Shareholder

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

GOOGLE INC ;

Ticker: GOOG Security ID: 38259P508

Meeting Date: MAY 10, 2007 Meeting Type: Annual &# 160;

Record Date: MAR 22, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Eric Schmidt For For Management

1.2 Elect Director Sergey Brin For For Management

1.3 Elect Director Larry Page For For 0; 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 Approv e Executive Incentive Bonus Plan For For Management

5 Adopt Policies to Protect Freedom of Against For Shareholder

Access to the Internet

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

GRANT PRIDECO INC

Ticker: GRP Security ID: 38821G101

Meeting Date: MAY 17, 2007 Meeting Type: Annual

Record Date: MAR 28, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David J. Butters For For Management

1.2 Elect Director Eliot M. Fried For For Management

1.3 Elect Director Dennis R. Hendrix For For Management

1.4 Elect Director Harold E. Layman For For Management

1.5 Elect Director Michael McShane 0; For For Management

1.6 Elect Director Robert K. Moses, Jr. For For Management

1.7 Elect Director Joseph E. Reid For For Management

1.8 Elect Director David A. Trice For Withhold Management

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

HEWLETT-PACKARD CO.

Ticker: HPQ Security ID: 428236103

Meeting Date: MAR 14, 2007 Meeting Type: Annual

Record Date: JAN 16, 2007 ;

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director L.T. Babbio, Jr. For For & #160; Management

2 Elect Director S.M. Baldauf For For Management

3 Elect Director R.A. Hackborn For For Management

4 Elect Director J.H. Hammergren For For 60; Management

5 Elect Director M.V. Hurd For For Management

6 Elect Director R.L. Ryan For For Management

7 Elect Director L.S. Salhany For For 60; Management

8 Elect Director G.K.Thompson For For Management

9 Ratify Auditors For For Management

10 Require Director Nominee Qualifications Against For Shareholder

11 Separate Chairman and CEO Positions Against Against Shareholder

12 Submit Shareholder Rights Plan (Poison Against For Shareholder

Pill) to Shareholder Vote

13 Performance-Based Equity Awards Against For Shareholder

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

INTEL CORP. 60;

Ticker: INTC Security ID: 458140100

Meeting Date: MAY 16, 2007 Meeting Type: Annual

Record Date: MAR 19, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Craig R. Barrett For For Management

2 Elect Director Charlene Barshefsky For Against Management

3 Elect Director Susan L. Decker For For Management

4 0; Elect Director D. James Guzy For For Management

5 Elect Director Reed E. Hundt For For Management

6 Elect Director Paul S. Otellini For For Management

7 Elect Director James D. Plu mmer For For Management

8 Elect Director David S. Pottruck For For Management

9 Elect Director Jane E. Shaw For For Management

10 Elect Director John L. Thornton 0; For For Management

11 Elect Director David B. Yoffie For For Management

12 Ratify Auditors For For Management

13 Amend Omnibus Stock Plan & #160; For For Management

14 Approve Executive Incentive Bonus Plan For For Management

15 Limit Executive Compensation Against Against Shareholder

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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker: IBM Security ID: 459200101 60;

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: FEB 23, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Cathleen Black For For Management

1.2 Elect Director Kenneth I. Chenault For For Management

1.3 Elect Director Juergen Dormann For For Management

1.4 Elect Director Michael L. Eskew For For Management

1.5 Elect Director Shirley Ann Jackson For For Management

1.6 Elect Director Minoru Makihara &# 160; For For Management

1.7 Elect Director Lucio A. Noto For For Management

1.8 Elect Director James W. Owens For For Management

1.9 Elect Director Samuel J. Palmisano For For &# 160; Management

1.10 Elect Director Joan E. Spero For For Management

1.11 Elect Director Sidney Taurel For For Management

1.12 Elect Director Lorenzo H. Zambrano For For Management

2 Ratify Auditors For For Management

3 Reduce Supermajority Vote Requirement For For Management

4 Reduce Supermajority Vote Requirement For For Management

5 ; Reduce Supermajority Vote Requirement For For Management

6 Reduce Supermajority Vote Requirement For For Management

7 Restore or Provide for Cumulative Voting Against For Shareholder

8 Evaluate Age Discrimination in Retirement Against Against Shareholder

Plans

9 Review Executive Compensation Against For Shareholder

10 Report on Outsourcing & #160; Against Against Shareholder

11 Require a Majority Vote for the Election Against For Shareholder

of Directors

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

JOHNSON & JOHNSON

Ticker: ; JNJ Security ID: 478160104

Meeting Date: APR 26, 2007 Meeting Type: Annual

Record Date: FEB 27, 2007 &# 160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary Sue Coleman For For Management

1.2 Elect Director James G. Culle n For For Management

1.3 Elect Director Michael M.E. Johns For For Management

1.4 Elect Director Arnold G. Langbo For For Management

1.5 Elect Director Susan L. Lindquist For For ; Management

1.6 Elect Director Leo F. Mullin For For Management

1.7 Elect Director Christine A. Poon For For Management

1.8 Elect Director Charles Prince For For Management

1.9 Elect Director Steven S Reinemund For For Management

1.10 Elect Director David Satcher For For Management

1.11 Elect Director William C. Weldon For For Management

2 Ratify Auditors &# 160; For For Management

3 Require a Majority Vote for the Election Against For Shareholder

of Directors

4 Submit Supplemental Executive Retirement Against For Shareholder

Plans to Shareholder vote

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

JPMORGAN CHASE & CO.

Ticker: JPM Security ID: 46625H100 60;

Meeting Date: MAY 15, 2007 Meeting Type: Annual

Record Date: MAR 16, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Crandall C. Bowles For For Management

1.2 Elect Director Stephen B. Burke For For Management

1.3 Elect Director James S. Crown For For Management

1.4 Elect Director James Dimon For For Management

1.5 Elect Director Ellen V. Futter For For Management

1.6 Elect Director William H. Gray, III For For Management

1.7 Elect Director Laban P. Jackson, Jr. For For Management

1.8 Elect Director Robert I. Lipp For For Management

1.9 Elect Director David C. Novak ; For For Management

1.10 Elect Director Lee R. Raymond For For Management

1.11 Elect Director William C. Weldon For For Management

2 Ratify Auditors 0; For For Management

3 Put Repricing of Stock Options to Against Against Shareholder

Shareholder Vote

4 Performance-Based and/or Time-Based& #160; Against For Shareholder

Equity Awards

5 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Com pensation

6 Separate Chairman and CEO Positions Against Against Shareholder

7 Provide for Cumulative Voting Against For Shareholder

8 Require a Major ity Vote for the Election Against For Shareholder

of Directors

9 Report on Political Contributions Against Against Shareholder

10 Report on Ma nagement Initiatives to Against Against Shareholder

Address Links to Slavery and Human Rights

Abuse

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

LUBRIZOL CORP., THE

Ticker: LZ Security ID: 549271104

Meeting Date: APR 23, 2007 Meeting Type: Annual

Record Date: MAR 2, 2007 60;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James L. Hambrick For For Management

1.2 Elect Director Gordon D. Harnett For For Management

1.3 Elect Director Victoria F. Haynes For For Management

1.4 Elect Director William P. Madar For For Management

1.5 Elect Director James E. Sweetnam For For Management

1.6 Elect Director Harriett Tee Taggart For For Management

2 Ratify Auditors For For Management

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

MANPOWER INC.

Ticker: MAN Security ID: 56418H100

Meeting Date: MAY 2, 2007 Meeting Type: Annual

Record Date: FEB 21, 2007 60;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Gina R. Boswell For For Management

1.2 Elect Director Willie D. Davis For For Management

1.3 Elect Director Jack M. Greenberg For For Management

1.4 Elect Director Terry A. Hueneke For For Management

2 60; Ratify Auditors For For Management

3 Approve Executive Incentive Bonus Plan For For Management

4 MacBride Principles Against Against Shareholder

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

MARRIOTT INTERNATIONAL INC.

Ticker: MAR Security ID: 571903202

Meeting Date: APR 27, 2007 Meeting Type: Annual

Record Date: MAR 6, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director J.W. Marriott, Jr. For For Management

2 ; Elect Director John W. Marriott, III For For Management

3 Elect Director Richard S. Braddock For For Management

4 Elect Director Lawrence W. Kellner For For Management

5 Elect Director Debra L. Lee For 0; For Management

6 Elect Director Floretta Dukes McKenzie For For Management

7 Elect Director George Munoz For For Management

8 Elect Director Steven S Reinemund For For Management

9 Elect Director Harry J. Pearce For For Management

10 Elect Director William J. Shaw For For Management

11 Elect Director Lawrence M. Small For For Management

12 Ratify Auditors For For Management

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

MCDONALD'S CORP. & #160;

Ticker: MCD Security ID: 580135101

Meeting Date: MAY 24, 2007 Meeting Type: Annual ;

Record Date: MAR 26, 2007

# Proposal Mgt Re c Vote Cast Sponsor

1 Elect Director Edward A. Brennan For For Management

2 Elect Director Walter E. Massey For For Management

3 Elect Director John W. Rogers, Jr. For For Management

4 Elect Director Roger W. Stone For For Management

5 Ratify Auditors For For Management

6 Label Genetically Modified Organisms Against Against Shareholder

7 Adopt and Implement ILO Based Code of Against Against Shareholder

Conduct

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

MELLON FINANCIAL CORP.

Ticker: MEL Security ID: 58551A108 &# 160;

Meeting Date: APR 17, 2007 Meeting Type: Annual

Record Date: FEB 9, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jared L. Cohon For For Management

1.2 Elect Director Ira J. Gumberg For For & #160; Management

1.3 Elect Director Robert P. Kelly For For Management

1.4 Elect Director David S. Shapira For For Management

1.5 Elect Director John P. Surma For Withhold Management

2 Declassify the Board of Directors For For Management

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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

MELLON FINANCIAL CORP.

Ticker: MEL Security ID: 58551A108

Meeting Date: MAY 24, 2007 Meeting Type: Special

Record Date: APR 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For 0; Management

2 Adopt Supermajority Vote Requirement for For For Management

Mergers

3 Increase Authorized Preferred and Common For ; For Management

Stock

4 Adjourn Meeting For For 60; Management

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

MERRILL LYNCH & CO., INC.

Ticker: MER Security ID: 590188108

Meeting Date: APR 27, 2007 Meeting Type: Annual

Record Date: FEB 28, 2007 & #160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John D. Finnegan For For & #160; Management

1.2 Elect Director Joseph W. Prueher For For Management

1.3 Elect Director Ann N. Reese For For Management

2 Ratify Auditors For For 0; Management

3 Restore or Provide for Cumulative Voting Against For Shareholder

4 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

5 Performance-Based and/or Time-Based Against For Shareholder

Equity Awards

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

MICROSOFT CORP.

Ticker: MSFT 0; Security ID: 594918104

Meeting Date: NOV 14, 2006 Meeting Type: Annual

Record Date: SEP 8, 2006 & #160;

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director William H. Gates, III For For Management

2 Elect Director Steven A. Ballmer For For Management

3 Elect Director James I. Cash, Jr., Ph.D. For For Management

4 Elect Director Dina Dublon For For Management

5 Elect Director Raymond V. Gilmartin For For Management

6 Elect Director David F. Marquardt For For Management

7 Elect Director Charles H. Noski For For Management

8 Elect Director Helmut Panke For For Management

9 Elect Director Jon A. Shirley For For Management

10 Ratify Auditors For For Management

11 Cease Product Sales that Can Be Used to Against Against Shareholder

Violate Human R ights

12 Amend EEO Statement to Not Reference Against Against Shareholder

Sexual Orientation & #160;

13 Establish Shareholder Advisory Committee Against Against Shareholder

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

MORGAN STANLEY

Ticker: MS Security ID: 617446448

Meeting Date: APR 10, 2007 Meeting Type: Annual 0;

Record Date: FEB 9, 2007

# Proposal Mgt Rec Vote Cast S ponsor

1 Elect Director Roy J. Bostock For For Management

2 Elect Director Erskine B. Bowles For For Management

3 Elect Director Howard J. Davies For For Management

4 Elect Director C. Robert Kidder For For Management

5 Elect Director John J. Mack For For Management

6 Elect Director Donald T. Nicolaisen For For Management

7 ; Elect Director Charles H. Noski For For Management

8 Elect Director Hutham S. Olayan For For Management

9 Elect Director Charles E. Phillips, Jr. For For Management

10 Elect Director Griffith Sexton For 60; For Management

11 Elect Director Laura D. Tyson For For Management

12 Elect Director Klaus Zumwinkel For Against Management

13 Ratify Auditors For 60; For Management

14 Approve Omnibus Stock Plan For Against Management

15 Amend Vote Requirements to Amend Against For Shareholder

Articles/Bylaws/Charter 0;

16 Approve Report of the Compensation Against For Shareholder

Committee

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

MOTOROLA, INC.

Ticker: MOT Security ID: 620076109

Meeting Date: MAY 7, 2007 Meeting Type: Proxy Contest

Record Date: MAR 8, 2007 &# 160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director E. Zander For Did Not Management

Vote

1.2 Elect Director D. Dorman For Did Not Management

; Vote

1.3 Elect Director J. Lewent For Did Not Management

; Vote

1.4 Elect Director T. Meredith For Did Not Management

Vote ;

1.5 Elect Director N. Negroponte For Did Not Management

Vote

1.6 Elect Director S. Scott, III For Did Not Management

Vote

1.7 Elect Director R. Sommer For Did Not Management

Vote

1.8 Elect Director J. Stengel For Did Not Management

Vote

1.9 Elect Director D. Warner, III For Did Not Management

0; Vote

1.10 Elect Director J. White For Did Not Management

0; Vote

1.11 Elect Director M. White For Did Not Management

Vote

2 Amend Qualified Employee Stock Purchase For Did Not Management

Plan Vote

3 Advisory Vote to Ratify Named Executive Against Did Not &# 160; Shareholder

Officers' Compensation Vote

4 Claw-back of Payments under Restatements Against Did Not Shareholder

& #160; Vote

1.1 Elect Director Carl C. Icahn For For Management

1.2 Elect Director E. Zander For For Management

1.3 Elect Director D. Dorman 60; For For Management

1.4 Elect Director J. Lewent For For Management

1.5 Elect Director T. Meredith For For Management

1.6 Elect Director N. Negroponte For For Management

1.7 Elect Director S. Scott, III For For Management

1.8 Elect Director R. Sommer For For Management

1.9 Elect Director J. Stengel 0; For For Management

1.10 Elect Director D. Warner, III For For Management

1.11 Elect Director M. White For For Management

2 Amend Qualified Employee Stock Purchase None For 60; Management

Plan

3 Advisory Vote to Ratify Named Executive For For Shareholder

Offic ers' Compensation

4 Claw-back of Payments under Restatements None For Shareholder

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

NATIONAL OILWELL VARCO, INC.

Ticker: NOV Security ID: 637071101 0;

Meeting Date: JUN 5, 2007 Meeting Type: Annual

Record Date: APR 13, 2007

# 0; Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ben A. Guill For For Management

1.2 Elect Director Roger L. Jarvis For For Management

1.3 Elect Director Eric L. Mattson For For Management

2 Ratify Auditors For For Management

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

NORFOLK SOUTHERN CORP.

Ticker: NSC Security ID: 655844108 0;

Meeting Date: MAY 10, 2007 Meeting Type: Annual

Record Date: MAR 5, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alston D. Correll For For Management

1.2 Elect Director Landon Hilliard For For Management

1.3 Elect Director Burton M. Joyce For For Management

1.4 Elect Director Jane Margaret O' Brien For For Management

2 Ratify Auditors For For Management

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

NORTHROP GRUMMAN CORP.

Ticker: NOC Security ID: 666807102

Meeting Date: MAY 16, 2007 Meeting Type: Annual

Record Date: MAR 20, 2007 ;

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Lewis W. Coleman For For Management

2 Elect Director Victor H. Fazio For For Management

3 Elect Director Donald E. Felsinger For For Management

4 Elect Director Stephen E. Frank For For Management

5 Elect Director Charles R. Larson& #160; For For Management

6 Elect Director Richard B. Myers For For Management

7 Elect Director Philip A. Odeen For For Management

8 Elect Director Aulana L. Peters For 0; For Management

9 Elect Director Kevin W. Sharer For For Management

10 Elect Director Ronald D. Sugar For For Management

11 Ratify Auditors For&# 160; For Management

12 Approve Non-Employee Director Omnibus For For Management

Stock Plan

13 ;Report on Foreign Arms Sales Against Against Shareholder

14 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

15 Separate Chairman and CEO Positions Against Against Shareholder

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

OCCIDENTAL PETROLEUM CORP. ;

Ticker: OXY Security ID: 674599105

Meeting Date: MAY 4, 2007 Meeting Type: Annual

Record Date: MA R 15, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Spencer Abraham & #160; 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 R. Chad Dreier For Against Management

6 Elect Director John E. Feick For For Management

7 Elect Director Ray R. Irani For For Management

8 Elect Director Irvin W. Maloney For Against Management

9 Elect Director Rodolfo Segovia For Against Management

10 Elect Director Aziz D. Syriani For For Management

11 Elect Director Rosem ary Tomich For Against Management

12 Elect Director Walter L. Weisman For For Management

13 Ratify Auditors For For Management

14 Amend Omnibus Stock Plan ; For Against Management

15 Publish a Scientific Global Warming Against Against Shareholder

Report

16 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers Compensation

17 Performance-Based and/or Time-Based Against For Shareholder

&# 160; Equity Awards

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

PEPSICO, INC .

Ticker: PEP Security ID: 713448108

Meeting Date: MAY 2, 2007 Meeting Type: Annual

Record Date: MAR 9, 2007

# Proposal & #160; Mgt Rec Vote Cast Sponsor

1 Elect Director Dina Dublon For For Management

2 Elect Director Victor J. Dzau, M.D. For For Management

3 Elect Director Ray L. Hunt For For Management

4 Elect Director Alberto Ibarguen For For Management

5 Elect Director Arthur C. Martinez For For Management

6 Elect Director Indra K. Nooyi For &# 160; For Management

7 Elect Director Sharon Percy Rockefeller For For Management

8 Elect Director James J. Schiro For For Management

9 Elect Director Daniel Vasella For For Management

10 Elect Director Michael D. White For For Management

11 Ratify Auditors For For Management

12 Approve Omnibus Stock Plan For For Management

13 Report on Charitable Contributions Against Against Shareholder

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

PMI GROUP, INC., THE 0;

Ticker: PMI Security ID: 69344M101

Meeting Date: MAY 17, 2007 Meeting Type: Annual 60;

Record Date: MAR 30, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mariann Byerwalter For For Management

1.2 Elect Director James C. Castle For For Management

1.3 Elect Director Carmine Guerro For For Management

1.4 Elect Direc tor Wayne E. Hedien For For Management

1.5 Elect Director Louis G. Lower Ii For For Management

1.6 Elect Director Raymond L. Ocampo Jr. For For Management

1.7 Elect Director John D. Roach For 0; For Management

1.8 Elect Director Kenneth T. Rosen For For Management

1.9 Elect Director Steven L. Scheid For For Management

1.10 Elect Director L. Stephen Smith For For Management

1.11 Elect Director Jose H. Villarreal For For Management

1.12 Elect Director Mary Lee Widener For For Management

1.13 Elect Director Ronald H. Zech For For Management

2 Ratify Auditors 60; For For Management

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

PROLOGIS

Ticker: PLD Security ID: 743410102

Meeting Date: MAY 15, 2007 Meeting Type: Annual 0;

Record Date: MAR 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director K. Dane Brooksher For For Management

1.2 Elect Director Stephen L. Feinberg For For Management

1.3 Elect Director George L. Fotiades For For Management

1.4 Elect Director Christine N. Garvey For For Management

1.5 Elect Director Donald P. Jacobs For For Management

1.6 Elect Director Walter C. Rakowich For For Management

1.7 Elect Director Nelson C. Rising For & #160; For Management

1.8 Elect Director Jeffrey H. Schwartz For For Management

1.9 Elect Director D. Michael Steuert For For Management

1.10 Elect Director J. Andre Teixeira For For Management

1.11 Elect Director William D. Zollars For Withhold Management

1.12 Elect Director Andrea M. Zulberti For For Management

2 Ratify Auditors For For Management

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

PRUDENTIAL FINANCIAL INC

Ticker: PRU Security ID: 744320102

Meeting Date: MAY 8, 2007 Meeting Type: Annual

Record Date: MAR 9, 2007 &# 160;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Frederic K. Becker For For Management

1.2 60; 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 & #160; For Management

1.6 Elect Director William H. Gray, III For For Management

1.7 Elect Director Jon F. Hanson For For Management

1.8 Elect Director Constance J. Horner For For Management

1.9 Elect Director Karl J. Krapek For For Management

1.10 Elect Director Christine A. Poon For For Management

1.11 Elect Director Arthur F. Ryan For For Management

1.12 Elect Director James A. U nruh For For Management

2 Ratify Auditors For For Management

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

QUALCOMM INC.

Ticker: QCOM Security ID: 747525103 &# 160;

Meeting Date: MAR 13, 2007 Meeting Type: Annual

Record Date: JAN 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Barbara T. Alexander For For Management

1.2 Elect Director Raymond V. Dittamore For For Management

1.3 El ect Director Irwin Mark Jacobs For For Management

1.4 Elect Director Sherry Lansing For For Management

1.5 Elect Director Peter M. Sacerdote For For Management

1.6 Elect Director Marc I. Stern Fo r For Management

2 Ratify Auditors For For Management

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

QUEST DIAGNOSTICS, INCORPORATED

Ticker: DGX Security ID: 74834L100

Meeting Date: MAY 8, 2007 Meeting Type: Annual

Record Date: MAR 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John C. Baldwin, M.D. For For Management

1.2 Elect Director Surya N. Mohapatra, Ph.D. For For Management

1.3 Elect Director Gary M. Pfeiffer For For & #160; Management

2 Ratify Auditors For For Management

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

Q WEST COMMUNICATIONS INTERNATIONAL INC.

Ticker: Q Security ID: 749121109

Meeting Date: MAY 23, 2007 Meeting Type: Annual 0;

Record Date: MAR 26, 2007

# Proposal Mgt R ec Vote Cast Sponsor

1 Elect Director Richard C. Notebaert For For Management

2 Elect Director Linda G. Alvarado For For Management

3 Elect Director Charles L. Biggs For For Management

4 Elect Director K. Dane Brooksher For For Management

5 Elect Director Peter S. Hellman For For Management

6 Elect Director R. David Hoover For Against Management

7 Elec t Director Patrick J. Martin For For Management

8 Elect Director Caroline Matthews For For Management

9 Elect Director Wayne W. Murdy For For Management

10 Elect Director Frank P. Popoff 60; For For Management

11 Elect Director James A. Unruh For For Management

12 Elect Director Anthony Welters For For Management

13 Ratify Auditors & #160; For For Management

14 Amend Omnibus Stock Plan For Against Management

15 Performance-Based and/or Time-Based Against For Shareholder

Equity Awards & #160;

16 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

17& #160; Submit Supplemental Executive Retirement Against For Shareholder

Plans to Shareholder vote

18 Separate Chairman and CEO Positions Against For Shareholder

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

REPUBLIC SERVICES, INC.

Ticker: RSG Security ID: 760759100

Meeting Date: MAY 17, 2007 Meeting Type: Annual

Record Date: MAR 28, 2007 0;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director James E. O'Connor For For Management

1.2 Elect Director Harris W. Huds on For For Management

1.3 Elect Director John W. Croghan For For Management

1.4 Elect Director W. Lee Nutter For For Management

1.5 Elect Director Ramon A. Rodriguez For &# 160; For Management

1.6 Elect Director Allan C. Sorensen For For Management

1.7 Elect Director Michael W. Wickham For For Management

2 Approve Omnibus Stock Plan For For Management

3 Ratify Auditors For For Management

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

STEEL DYNAMICS, INC.

Ticker: STLD Security ID: 858119100

Meeting Date: MAY 17, 2007 Meeting Type: Annual 60;

Record Date: MAR 26, 2007

# Proposal ; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Keith E. Busse For For Management

1.2 Elect Director Mark D. Millett For For Management

1.3 Elect Director Richard P. Teets, Jr. For For Management

1.4 Elect Director John C. Bates For For Management

1.5 Elect Director Frank D. Byrne, M.D. For For Management

1.6 Elect Director Paul B. Edgerley For For Management

1.7 &# 160; Elect Director Richard J. Freeland For For Management

1.8 Elect Director Jurgen Kolb For For Management

1.9 Elect Director James C. Marcuccilli For For Management

1.10 Elect Director Joseph D. Ruffolo For 0; For Management

2 Ratify Auditors For For Management

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

TEXAS INSTRUMENTS INC.

Ticker: TXN Security ID: 882508104

Meeting Date: APR 19, 2007 Meeting Type: Annual

Record Date: FEB 20, 2007

# Proposal &# 160; Mgt Rec Vote Cast Sponsor

1 Elect Director James R. Adams For For Management

2 Elect Director David L. Boren For For Management

3 Elect Director Daniel A. Carp & #160; For Against Management

4 Elect Director Carrie S. Cox For For Management

5 Elect Director Thomas J. Engibous For For Management

6 Elect Director David R. Goode For &# 160; For Management

7 Elect Director Pamela H. Patsley For For Management

8 Elect Director Wayne R. Sanders For For Management

9 Elect Director Ruth J. Simmons For Against Management

10 Elect Director Richard K. Templeton For For Management

11 Elect Director Christine Todd Whitman For Against Management

12 Ratify Auditors For For Management

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

TEXTRON INC.

Ticker: TXT Security ID: 883203101

Meeting Date: APR 25, 2007 Meeting Type: Annual

Record Date: MAR 2, 2007 60;

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director Kathleen M. Bader For For Management

2 Elect Director R. Kerry Clark For Against Management

3 Elect Director Ivor J. Evans For Against Management

4 Elect Director Lord Powell For Against Management

5 Elect Director James L. Ziemer For For Management

6 Approve Executive Incentive Bonus Plan For For Management

7 Approve Omnibus Stock Plan For For Management

8 Ratify Auditors &# 160; For For Management

9 Social Proposal Against Against Shareholder

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

U.S. BANCORP

Ticker: USB Security ID: 902973304 &# 160;

Meeting Date: APR 17, 2007 Meeting Type: Annual

Record Date: FEB 26, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Victoria Buynisk Gluckman For For Management

1.2 Elect Director Arthur D. Collins, Jr. For For Management

1.3 Elect Director Oliv ia F. Kirtley For For Management

1.4 Elect Director Jerry W. Levin For For Management

1.5 Elect Director Richard G. Reiten For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Declassify the Board of Directors For For Management

5 Approve Report of the Compensation Against 0; For Shareholder

Committee

6 Establish SERP Policy Against For Shareholder

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

UNITED STATES STEEL CORP.

Ticker: X Security ID: 912909108

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: FEB 23, 2007 60;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert J. Darnall For For Management

1.2 Elect Director John G. Drosdick For For Management

1.3 Elect Director Charles R. Lee For For Management

1.4 Elect Director Jeffrey M. Lipton For Withhold Management

1.5 Elect Director Glenda G. McNeal ; For For Management

1.6 Elect Director Patricia A. Tracey For For Management

2 Ratify Auditors For For Management

&n bsp;

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

UNITED TECHNOLOGIES CORP.

Ticker: UTX &# 160; Security ID: 913017109

Meeting Date: APR 11, 2007 Meeting Type: Annual

Record Date: FEB 13, 2007 60;

# 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 Manageme nt

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 60; Elect Director Richard B. Myers For For Management

1.10 Elect Director Frank P. Popoff For For Management

1.11 Elect Director H. Patrick Swygert For For Management

1.12 Elect Director Andre Villeneuve For ; For Management

1.13 Elect Director H.A. Wagner For For Management

1.14 Elect Director Christine Todd Whitman For For Management

2 Ratify Auditors For For 0; Management

3 Establish Term Limits for Directors Against Against Shareholder

4 Report on Foreign Military Sales Against Against Shareholder

5 Report on Political Contributions Against Against Shareholder

6 Advisory Vote to Ratify Named Executive Aga inst For Shareholder

Officers' Compensation

7 Pay For Superior Performance Against For Shareholder

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

UNITEDHEALTH GROUP INCORPORATED

Ticker: UNH & #160; Security ID: 91324P102

Meeting Date: MAY 29, 2007 Meeting Type: Annual

Record Date: APR 9, 2007 0;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William C. Ballard, Jr. For For Management

1.2 Elect Director Richard T. Burke For For Management

1.3 Elect Director Stephen J. Hemsley For For Management

1.4 Elect Director Robert J. Darretta For For Management

2 Company Specific--Majority Vote for the For For Management

Election of Directors

3 Declassify the Board of Directors For For Management

4 Reduce Supermajority Vote Requirement for For For Management

Removal of Directors

5 Reduce Supermajority Vote Requirement For For Management

6 Amend Articles-Make Stylistic, Clarifying For For Management

and Conforming Changes

7 Ratify Auditors For For Management

8 Performance-Based and/or Time-Based ; Against For Shareholder

Equity Awards

9 Establish SERP Policy Against For Shareholder

10 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

11 Equal Access to the Proxy for Purpose of Against For Shareholder

Electing a Director

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

VERIZON COMMUNICATIONS &# 160;

Ticker: VZ Security ID: 92343V104

Meeting Date: MAY 3, 2007 Meeting Type: Annual &# 160;

Record Date: MAR 5, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director James R. Barker For For Management

2 Elect Director Richard L. Carrion For For Management

3 Elect Director M. Frances Keeth For For Management

4 Elect Director Robert W. Lane For For Management

5 Elect Director Sandra O. Moose For For Management

6 Elect Director Joseph Neubauer For For Management

7 Elect Director Donald T. Nicolaisen For For Management

8 Elect Director Thomas H. O'Brien For For Management

9 Elect Director Clarence Otis, Jr. For For Management

10 Elect Director Hugh B. Price 60; For For Management

11 Elect Director Ivan G. Seidenberg For For Management

12 Elect Director Walter V. Shipley For For Management

13 Elect Director John W. Snow For 60; For Management

14 Elect Director John R. Stafford For For Management

15 Elect Director Robert D. Storey For For Management

16 Ratify Auditors For 0; For Management

17 Limit Executive Compensation Against Against Shareholder

18 Eliminate or Restrict Severance Against For Shareholder

Agreements (Change-in-Control) ;

19 Disclose Information on Compensation Against For Shareholder

Consultant

20 Advisory Vote to Ratify Named Executive Against F or Shareholder

Officer's Compensation

21 Adopt Policy on Overboarded Director Against Against Shareholder

22 Approve Terms of Existing Poison Pill Against Against Shareholder

23 Report on Charitable Contributions Against Against Shareholder

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

W. R. BERKLEY CORP. 0;

Ticker: BER Security ID: 084423102

Meeting Date: MAY 8, 2007 Meeting Type: Annual 0;

Record Date: MAR 19, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director W. Robert Berkley, Jr. For For Management

1.2 Elect Director Mark E. Brockbank For For Management

1.3 Elect Director Ronald E. Blaylock For For Management

1.4 Elect Director Mary C. Farrell &# 160; For For Management

2 Ratify Auditors For For Management

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

WALT DISNEY COMPANY, THE

Ticker: DIS Security ID: 254687106

Meeting Date: MAR 8, 2007 Meeting Type: Annual

Record Date: JAN 8, 2007

# Proposal&# 160; Mgt Rec Vote Cast Sponsor

1.1 Elect Director John E. Bryson For For Management

1.2 Elect Director John S. Chen For For Management

1.3 El ect Director Judith L. Estrin For For Management

1.4 Elect Director Robert A. Iger For For Management

1.5 Elect Director Steven P. Jobs For For Management

1.6 Elect Director Fred H. Langhammer Fo r For Management

1.7 Elect Director Aylwin B. Lewis For For Management

1.8 Elect Director Monica C. Lozano For For Management

1.9 Elect Director Robert W. Matschullat For For Management

1.10 Elect Director John E. Pepper, Jr. For For Management

1.11 Elect Director Orin C. Smith For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For For Management

4 Amend Executive Incentive Bonus Plan For For Management

5 Company-Specific--Governance-Related - No Against Against Shareholder

Greenmail payments &# 160;

6 Approve/Amend Terms of Existing Poison Against For Shareholder

Pill & #160;

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

WASHINGTON MUTUAL, INC 60;

Ticker: WM Security ID: 939322103

Meeting Date: APR 17, 2007 Meeting Type: Annual

Record Date: FEB 28, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Anne V. Farrell 60; For For Management

1.2 Elect Director Stephen E. Frank For For Management

1.3 Elect Director Kerry K. Killinger For For Management

1.4 Elect Director Thomas C. Leppert For For Management

1.5 Elect Director Charles M. Lillis For For Management

1.6 Elect Director Phillip D. Matthews For For Management

1.7 Elect Director Regina T. Montoya For For Management

1.8 Elect Director Mich ael K. Murphy For For Management

1.9 Elect Director Margaret Osmer Mcquade For For Management

1.10 Elect Director Mary E. Pugh For For Management

1.11 Elect Director William G. Reed, Jr. For For Management

1.12 Elect Director Orin C. Smith For For Management

1.13 Elect Director James H. Stever For For Management

2 Ratify Auditors For For 60; Management

3 Establish SERP Policy Against For Shareholder

4 Require a Majority Vote for the Election Against For Shareholder

of Directors

5 Require Director Nominee Qualifications Against Against Shareholder

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

WELLPOINT INC &# 160;

Ticker: WLP Security ID: 94973V107

Meeting Date: MAY 16, 2007 Meeting Type: Annual

Record Date: MAR 15, 2007

# Proposal & #160; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Sheila P. Burke For For Management

1.2 Elect Director Victor S. Liss For For Management

1.3 Elect Director Jane G. Pisano, Ph.D. For For Management

1.4 Elect Director George A. Schaefer, Jr. For For Management

1.5 Elect Director Jackie M. Ward For For Management

1.6 Elect Director John E. Zuccotti For For Management

2 Co mpany Specific--Approve Majority Voting For For Management

for the Non- Contested Election of

Directors & #160;

3 Ratify Auditors For For Management

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

WYETH

Ticker: WYE Security ID: 983024100

Meeting Date: APR 26, 2007 Meeting Type: Annual

Record Date: MAR 2, 2007

# Proposal 60; Mgt Rec Vote Cast Sponsor

1 Elect Director Robert Essner For For Management

2 Elect Director John D. Feerick For For Management

3 &# 160; Elect Director Frances D. Fergusson For For Management

4 Elect Director Victor F. Ganzi For For Management

5 Elect Director Robert Langer For For Management

6 Elect Director John P. Mascotte For For Management

7 Elect Director Raymond J. McGuire For For Management

8 Elect Director Mary Lake Polan For For Management

9 Elect Director Bernard Poussot For &# 160; For Management

10 Elect Director Gary L. Rogers For For Management

11 Elect Director Ivan G. Seidenberg For For Management

12 Elect Director Walter V. Shipley For For Management

13 Elect Director John R. Torell III For For Management

14 Ratify Auditors For For Management

15 Reduce Supermajority Vote Requirement For For Management

16 Amend Omnibus Stock Plan For For Management

17 Adopt Animal Welfare Policy Against Against Shareholder

18 Report on Policy to Limit Drug Supply to Against For Shareholder

Canada 60;

19 Report on Political Contributions Against For Shareholder

20 Claw-back of Payments under Restatements Against For Shareholder

21 Company-Specific - Interlocking Against Against Shareholder

Directorship

22 Disclose Information-Proposal Withdrawn. Against Abstain Shareholder

No Vote Required ;

23 Separate Chairman and CEO Positions Against For Shareholder

24 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

========================= DELAWARE SELECT GROWTH FUND ==========================

ALLERGAN, INC.

Ticker: AGN Security ID: 018490102 & #160;

Meeting Date: SEP 20, 2006 Meeting Type: Special

Record Date: AUG 14, 2006

# Proposal Mgt Rec Vote Cast Sponsor

1 Increase Authorized Common Stock For For Management

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

ALLERGAN, INC.

Ticker: AGN Security ID: 018490102 60;

Meeting Date: MAY 1, 2007 Meeting Type: Annual

Record Date: MAR 14, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Michael R. Gallagher For For Management

1.2 Elect Director Gavin S. Herbert For For Management

1.3 Elect Director Stephen J. Ryan For For Management

2 Ratify Auditors For For Management

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

BLACKBAUD INC

Ticker: BLKB Security ID: 09227Q100

Meeting Date: JUN 13, 2007 Meeting Type: Annual

Record Date: APR 27, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Marc E. Chardon For For Management

1.2 Elect Director John P. Mcconnell For ;For Management

2 Ratify Auditors For For Management

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

CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker: CME Security ID: 167760107

Meeting Date: APR 4, 2007 Meeting Type: Special

Record Date: FEB 9, 2007

# Proposal 60; Mgt Rec Vote Cast Sponsor

1 Approve Merger Agreement For For Management

2 Adjourn Meeting For For Management

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

CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker: CME Security ID: 167 760107

Meeting Date: APR 25, 2007 Meeting Type: Annual

Record Date: MAR 1, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Craig S. Donohue For For Management

1.2 Elect Director Terrence A. Duffy For For Management

1.3 Elect Director Daniel R. Glickman For For Management

1.4 Elect Director William P. Miller, II For For Management

1.5 Elect Director James E. Oliff For For Management

1.6 Elect Director John F. Sandner For For Management

1.7 Elect Director Terry L. Savage For For Management

2 Amend Omnibus Stock Plan For For Management

3 Amend Exec utive Incentive Bonus Plan For For Management

4 Ratify Auditors For For Management

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

EBAY INC.

Ticker: EBAY Security ID: 278642103 &# 160;

Meeting Date: JUN 14, 2007 Meeting Type: Annual

Record Date: APR 16, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Philippe Bourguignon For For Management

1.2 Elect Director Thomas J. Tierney For For Management

1.3 Elect Director Margaret C. Whitman For For Management

2 Amend Omnibus Stock Plan For For Management

3 Amend Qualified Employee Stock Purchase For For Management

Plan ;

4 Ratify Auditors For For Management

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

EOG RESOURCES, INC.

Ticker: EOG Security ID: 26875P101

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: MAR 1, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director George A. Alcorn For For Management

1.2 Elect Director Charles R. Crisp For For Management

1.3 Elect Director Mark G. Papa For For Management

1.4 Elect Director Edmund P. Segner, III For For Management

1.5 Elect Director William D. Stevens For For Management

1.6 Elect Director H. Leighton Steward For For Management

1.7 Elect Director Donald F. Textor For For Management

1.8 Elect Director Frank G. Wisner For For Management

2 Ratify Auditors 0; For For Management

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

EQUIFAX INC. 60;

Ticker: EFX Security ID: 294429105

Meeting Date: MAY 4, 2007 Meeting Type: Annual &# 160;

Record Date: MAR 6, 2007

# Proposal Mgt Rec Vote Cast Spon sor

1.1 Elect Director John L. Clendenin For For Management

1.2 Elect Director A. William Dahlberg For For Management

1.3 Elect Director Robert D. Daleo For For Management

1.4 Elect Director L. Phillip Humann For For Management

2 Ratify Auditors For For Management

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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker: EXPD Security ID: 302130109

Meeting Date: MAY 2, 2007 Meeting Type: Annual

Record Date: MAR 9, 2007

# Proposal &# 160; 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 &# 160; Management

1.7 Elect Director John W. Meisenbach For For Management

2 Approve Stock Option Plan For Against Management

3 Amend Qualified Employee Stock Purchase For For Management

Plan

4 Ratify Auditors For For Management

5 Amend EEO Policy to Reference ; Against For Shareholder

Discrimination based on Sexual

Orientation &# 160;

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

GENENTECH, INC. ;

Ticker: DNA Security ID: 368710406

Meeting Date: APR 20, 2007 Meeting Type: Annual

Record Date:&# 160; FEB 20, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Herbert W. Boyer, Ph.D. For 0; Withhold Management

1.2 Elect Director William M. Burns For Withhold Management

1.3 Elect Director Erich Hunziker, Ph.D. For Withhold Management

1.4 Elect Director Jonathan K.C. Knowles, For Withhold Management

Ph.D.

1.5 Elect Director Arthur D. Levinson, Ph.D. For Withhold Management

1.6 Elect Director Debra L. Reed For For Management

1.7 Elect Director Charles A. Sanders, M.D. For For Management

2 Ratify Auditors For For Management

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

GLOBAL CASH ACCES HOLDINGS, INC

Ticker: GCA Security ID: 378967103

Meeting Date: MAY 4, 2007 Meeting Type: Annual

Record Date: MAR 15, 2007

# Propos al Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert Cucinotta For Withhold Management

1.2 Elect Director Charles J. Fitzgerald For For Management

1.3 Elect Director Geoff Judge 0; For For Management

2 Ratify Auditors For For Management

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

GOOGLE INC

Ticker: GOOG Security ID: 38259P508 & #160;

Meeting Date: MAY 10, 2007 Meeting Type: Annual

Record Date: MAR 22, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Eric Schmidt For For Management

1.2 Elect Director Sergey Brin For For Management

1.3 Elect Director Larry Page For For Management

1.4 Elect Director L. John Doerr For For Management

1.5 Elect Director John L. Hennessy For For Management

1.6 0; 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 &# 160; For For Management

1.10 Elect Director Shirley M. Tilghman For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan & #160; For Against Management

4 Approve Executive Incentive Bonus Plan For For Management

5 Adopt Policies to Protect Freedom of Against For Shareholder

Access to the Internet 60;

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

GRACO INC. ;

Ticker: GGG Security ID: 384109104

Meeting Date: APR 20, 2007 Meeting Type: Annual

Record Date: FEB 19, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 ; Elect Director J. Kevin Gilligan For For Management

1.2 Elect Director Mark H. Rauenhorst For For Management

1.3 Elect Director William G. Van Dyke For For Management

2 Ratify Auditors 60; For For Management

3 Approve Executive Incentive Bonus Plan For For Management

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

IHOP CORP.

Ticker: IHP Security ID: 449623107

Meeting Date: MAY 8, 2007 Meeting Type: Annual

Record Date: MAR 12, 2007

# Proposal ; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Frank Edelstein For For Management

1.2 Elect Director Caroline W. Nahas For For Management

1.3 Elect Director Gilbert T. Ray For For Management

2 Ratify Auditors For For Management

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

&nbs p;

INTERCONTINENTALEXCHANGE, INC.

Ticker: ICE Security ID: 45865V100

Meeting Date: MAY 10, 2007 Meeting Type: Annual

Record Date: MAR 21, 2007

# Proposal 0; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Charles R. Crisp For For Management

1.2 Elect Director Jean-Marc Forneri For For Management

1.3 Elect Director Fred W. Hatfield For 0; For Management

1.4 Elect Director Terrence F. Martell For For Management

1.5 Elect Director Sir Robert Reid For For Management

1.6 Elect Director Frederic V. Salerno For For Management

1.7 Elect Director R.L. Sandor For For Management

1.8 Elect Director Frederick W. Schoenhut For For Management

1.9 Elect Director Jeffrey C. Sprecher For For Management

1.10 Elect Director Judith A. Sprieser & #160; For For Management

1.11 Elect Director Vincent Tese For For Management

2 Ratify Auditors For For Management

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

INTUIT INC.

Ticker: INTU Security ID: 461202103

Meeting Date: DEC 15, 2006 Meeting Type: Annual

Record Date: OCT 20, 2006

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Stephen M. Bennett For For Management

1.2& #160; Elect Director Christopher W. Brody For For Management

1.3 Elect Director William V. Campbell For For Management

1.4 Elect Director Scott D. Cook For For Management

1.5 Elect Director L. John Doerr For For Management

1.6 Elect Director Diane B. Greene For For Management

1.7 Elect Director Michael R. Hallman For For Management

1.8 Elect Director Dennis D. Powell For For Management

1.9 Elect Director Stratton D. Sclavos For Withhold Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Amend Qualified Employee Stock Purchase For For Management

Plan

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

J2 GLOBAL COMMUNICATIONS, INC.

Ticker: JCOM 60; Security ID: 46626E205

Meeting Date: MAY 3, 2007 Meeting Type: Annual

Record Date: MAR 23, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Douglas Y. Bech For For Management

1.2 Elect Director Robert J. Cresci For 0; For Management

1.3 Elect Director John F. Rieley For Withhold Management

1.4 Elect Director Richard S. Ressler For Withhold Management

1.5 Elect Director Michael P. Schulhof For For Management

2 Approve Omnibus Stock Plan For Against Management

3 Other Business For Against Management

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

JACKSON HEWITT TAX SERVICE, INC.

Ticker: JTX Security ID: 468202106

Meeting Date: SEP 20, 2006 Meeting Type: Annual

Record Date: AUG 1, 2006

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect Director James C. Spira For For Management

2 Amend Omnibus Stock Plan For For Management

3 Ratify Auditors For For Management

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

MGM MIRAGE 0;

Ticker: MGM Security ID: 552953101

Meeting Date: MAY 22, 2007 Meeting Type: An nual

Record Date: MAR 30, 2007

# Proposal 0; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert H. Baldwin For Withhold Management

1.2 Elect Director Willie D. Davis For For Management

1.3 Elect Director Kenny G. Guinn For For Managemen t

1.4 Elect Director Alexander M. Haig, Jr. For Withhold Management

1.5 Elect Director Alexis M. Herman For For Management

1.6 Elect Director Roland Hernandez For For Management

1.7 Elect Director Gary N. Jacobs &# 160; For Withhold Management

1.8 Elect Director Kirk Kerkorian For Withhold Management

1.9 Elect Director J. Terrence Lanni For Withhold Management

1.10 Elect Director Anthony Mandekic For Withhold Management

1.11 Elect Director Rose McKinney-James For For Management

1.12 Elect Director James J. Murren For Withhold Management

1.13 Elect Director Ronald M. Popeil For For Management

1.14 Elect Director John T. Redmond & #160; For Withhold Management

1.15 Elect Director Daniel J. Taylor For Withhold Management

1.16 Elect Director Melvin B. Wolzinger For For Management

2 Ratify Auditors For For &# 160; Management

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

OPTIONSXPRESS HOLDINGS, INC.

Ticker: OXPS Security ID: 684010101

Meeting Date: MAY 24, 2007 Meeting Type: Annual

Record Date: APR 23, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David Kalt For For Management

1.2 Elect Director S. Scott Wald For For Management

2 Ratify Auditors For For Management

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

PAYCHEX, INC.

Ticker: PAYX 60; Security ID: 704326107

Meeting Date: OCT 5, 2006 Meeting Type: Annual

Record Date: AUG 7, 2006 & #160;

# Proposal Mgt Rec Vote Cast Sponsor

1 Election of Director: B. Thomas Golisano For For Management

2 Election of Director: David J.S. Flaschen For For 60; Management

3 Election of Director: Phillip Horsley For For Management

4 Election of Director: Grant M. Inman For For Management

5 Election of Director: Pamela A. Joseph For For Management

6 &# 160; Election of Director: Jonathan J. Judge For For Management

7 Election of Director: Jospeh M. Tucci For For Management

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

PRAXAIR, INC.

Ticker: PX Security ID: 74005P104

Meeting Date: APR 24, 2007 Meeting Type: Annual

Record Date: MAR 1, 2007

# Proposal ; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jose P. Alves For For Management

1.2 Elect Director Ronald L. Kuehn, Jr. For For Management

1.3 Elect Director H. Mitchell Watson, Jr. For 0; For Management

1.4 Elect Director Robert L. Wood For For Management

2 Require a Majority Vote for the Election Against For Shareholder

of Directors 60;

3 Submit Shareholder Rights Plan (Poison Against Against Shareholder

Pill) to Shareholder Vote

4 Ratify Auditors & #160; For For Management

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

QUALCOMM INC. ;

Ticker: QCOM Security ID: 747525103

Meeting Date: MAR 13, 2007 Meeting Type: Annual &# 160;

Record Date: JAN 12, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Barbara T. Alexander For For Management

1.2 Elect Director Raymond V. Dittamore For For Management

1.3 Elect Director Irwin Mark Jacobs For For Management

1.4 Elect Director Sherry Lansing & #160; For For Management

1.5 Elect Director Peter M. Sacerdote For For Management

1.6 Elect Director Marc I. Stern For For Management

2 Ratify Auditors &# 160; For For Management

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

SEAGATE TECHNOLOGY & #160;

Ticker: STX Security ID: G7945J104

Meeting Date: OCT 26, 2006 Meeting Type: Annual

Record Date: SEP 1, 2006

# Proposal Mgt Rec Vote Cast Sponsor

1 ELE CT FRANK J. BIONDI, JR. AS A DIRECTOR. For For Management

2 ELECT WILLIAM W. BRADLEY AS A DIRECTOR. For For Management

3 ELECT MICHAEL R. CANNON AS A DIRECTOR. For For Management

4 ELECT JAMES A. DAVIDSON AS A DIRECTOR. For For Management

5 ELECT DONALD E. KIERNAN AS A DIRECTOR. For For Management

6 ELECT STEPHEN J. LUCZO AS A DIRECTOR. For For Management

7 ELECT DAVID F. MARQUARDT AS A DIRECTOR. For For Management

8 ELECT LYDIA M. MARSHALL AS A DIRECTOR. For ; For Management

9 ELECT C.S. PARK AS A DIRECTOR. For For Management

10 ELECT GREGORIO REYES AS A DIRECTOR. For For Management

11 ELECT JOHN W. THOMPSON AS A DIRECTOR. For For Management

12 ELECT WILLIAM D. WATKINS AS A DIRECTOR. For For Management

13 APPROVE AN INCREASE IN SHARES ELIGIBLE For For Management

FOR ISSUANCE UNDER 2004 STOCK

&# 160; COMPENSATION PLAN IN THE AMOUNT OF 36

MILLION SHARES.

14 APPROVE AN INCREASE IN THE ISSUABLE For For& #160; Management

SHARES FOR PURCHASE UNDER EMPLOYEE STOCK

PURCHASE PLAN IN THE AMOUNT OF 10 MILLION

SHARES. 0;

15 RATIFY THE APPOINTMENT OF ERNST & YOUNG For For Management

LLP TO SERVE AS INDEPENDENT REGISTERED

ACCOUNTING FIRM.

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

STAPLES, INC.

Ticker: SPLS Security ID: 855030102

Meeting Date: JUN 11, 2007 Meeting Type: Annual

Record Date: APR 17, 2007

# Proposal 60; Mgt Rec Vote Cast Sponsor

1.1 Elect Director Basil L. Anderson For For Management

1.2 Elect Director Arthur M. Blank For For Management

1.3 Elect Director Mary Elizabeth Burton For ; For Management

1.4 Elect Director Gary L. Crittenden For For Management

1.5 Elect Director Rowland T. Moriarty For For Management

1.6 Elect Director Robert C. Nakasone For For Management

1.7 Elect Director Ronald L. Sargent For For Management

1.8 Elect Director Martin Trust For For Management

1.9 Elect Director Vijay Vishwanath For For Management

1.10 Elect Director Paul F. Walsh For For Management

2 Company Specific- Majority Vote for the For For Management

Uncontested Election of Directors

3 Ratify Auditors 60; For For Management

4 Company Specific- Adopt Simple Majority Against For Shareholder

Vote

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

STRAYER EDUCATION, INC.

Ticker: STRA Security ID: 863236105

Meeting Date: MAY 2, 2007 Meeting Type: Annual

Record Date: MAR 6, 2007 0;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert S. Silberman For For & #160; Management

1.2 Elect Director Dr. Charlotte F. Beason For For Management

1.3 Elect Director William E. Brock For For Management

1.4 Elect Director David A. Coulter For For Management

1.5 Elect Director Gary Gensler For For Management

1.6 Elect Director Robert R. Grusky For For Management

1.7 Elect Director Robert L. Johnson For For Management

1.8 Elect Director Todd A. Milano For For Management

1.9 Elect Director G. Thomas Waite III For For Management

1.10 Elect Director J. David Wargo For For Management

2 Ratify Auditors 0; For For Management

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UNITEDHEALTH GROUP INCORPORATED &# 160;

Ticker: UNH Security ID: 91324P102

Meeting Date: MAY 29, 2007 Meeting Type: Annual

Record Date: APR 9, 2007 ;

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William C. Ballard, Jr. For &# 160; For Management

1.2 Elect Director Richard T. Burke For For Management

1.3 Elect Director Stephen J. Hemsley For For Management

1.4 Elect Director Robert J. Darretta For For Management

2 Company Specific--Majority Vote for the For For Management

Election of Directors

3 Declassify the Board of Directors For For Management

4 Reduce Supermajority Vote Requirement for For For Management

Removal of Directors

5 Reduce Supermajority Vote Requirement For For Management

6 Amend Articles-Make Stylistic, Clarifying For For Management

and Conforming Changes

7 Ratify Auditors For ; For Management

8 Performance-Based and/or Time-Based Against For Shareholder

Equity Awards

9 Establish SERP Policy& #160; Against For Shareholder

10 Advisory Vote to Ratify Named Executive Against For Shareholder

Officers' Compensation

11 &# 160; Equal Access to the Proxy for Purpose of Against For Shareholder

Electing a Director

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WALGREEN CO.

Ticker: WAG Security ID: 931422109 ;

Meeting Date: JAN 10, 2007 Meeting Type: Annual

Record Date: NOV 13, 2006

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David W. Bernauer For For Management

1.2 Elect Director William C. Foote For For Management

1.3 Elect Director James J. Howard For For Management

1.4 Elect Director Alan G. McNally For For Management

1.5 Elect Director Cordell Reed For For Management

1.6& #160; Elect Director Jeffrey A. Rein For For Management

1.7 Elect Director Nancy M. Schlichting For For Management

1.8 Elect Director David Y. Schwartz For For Management

1.9 Elect Director James A. Skinner For 60; For Management

1.10 Elect Director Marilou M. von Ferstel For For Management

1.11 Elect Director Charles R. Walgreen, III For For Management

2 Ratify Auditors For For Management

3 Amend Omnibus Stock Plan For For Management

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WEIGHT WATCHERS INTERNATIONAL, INC. ;

Ticker: WTW Security ID: 948626106

Meeting Date: MAY 7, 2007 Meeting Type: Annual 0;

Record Date: MAR 27, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Philippe J. Amouyal For Withhold Management

1.2 Elect Director David P. Kirchhoff For Withhold Management

1.3 Elect Director Sam K. Reed For For Management

2 Ratify Auditors For For Management

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WHOLE FOODS MARKET, INC. ;

Ticker: WFMI Security ID: 966837106

Meeting Date: MAR 5, 2007 Meeting Type: Annual &# 160;

Record Date: JAN 8, 2007

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director David W. Dupree For For Management

1.2 Elect Director John B. Elstrott For For Management

1.3 Elect Director Gabrielle E. Greene For For Management

1.4 Elect Director Hass Hassan & #160; For For Management

1.5 Elect Director John P. Mackey For For Management

1.6 Elect Director Linda A. Mason For For Management

1.7 Elect Director Morris J. Siegel For& #160; For Management

1.8 Elect Director Ralph Z. Sorenson For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan ; For For Management

4 Approve Qualified Employee Stock Purchase For For Management

Plan

5 Report on Energy Efficiency Against Against Shareholder

6 Separate Chairman and CEO Positions Against Against Shareholder

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

ZIMMER HOLDINGS INC

Ticker: ZMH Security ID: 98956P102

Meeting Date: MAY 7, 2007 Meeting Type: Annual

Record Date: MAR 8, 2007

# Proposal 0; Mgt Rec Vote Cast Sponsor

1 Elect Director Larry C. Glasscock For For Management

2 Elect Director John L. McGoldrick For For Management

3 Ratify Auditors 60; For For Management

4 Declassify the Board of Directors For For Management

5 Adopt Simple Majority Vote 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.

VOYAGEUR MUTUAL FUNDS III

By:	Patrick P. Coyne
Name:	Patrick P. Coyne
Title:	Chairman/President/
	Chief Executive Officer
Date:	August 29, 2007