New America Growth Fund 07/01/2007 - 06/30/2008 

ICA File Number: 811-04358

Reporting Period: 07/01/2007 - 06/30/2008

T. Rowe Price New America Growth Fund

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-4358

T. Rowe Price New America Growth Fund

(Exact name of registrant as specified in charter)

100 East Pratt Street Baltimore, Maryland 21202

(Address of principal executive offices)

Joseph A. Carrier

100 East Pratt Street

Baltimore, Maryland 21202

(Name and address of agent for service)

Registrant's telephone number, including area code: (410) 345-2653

Date of fiscal year end: 12/31

Date of reporting period: 7/1/07 to 6/30/08

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the

registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

(Registrant) T. Rowe Price New America Growth Fund

By (Signature and Title) /s/ Joseph A. Carrier

                             Joseph A. Carrier, Vice-President

Date August 18, 2008

=========================== NEW AMERICA GROWTH FUND ============================


ABB LTD.

Ticker:       ABB            Security ID:  000375204
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       Did Not    Management
      CONSOLIDATED FINANCIAL STATEMENTS AND THE           Vote
      ANNUAL FINANCIAL STATEMENTS FOR 2007.
2     APPROVAL OF THE DISCHARGE OF THE BOARD OF For       Did Not    Management
      DIRECTORS AND THE PERSONS ENTRUSTED WITH            Vote
      MANAGEMENT.
3     APPROVAL OF APPROPRIATION OF AVAILABLE    For       Did Not    Management
      EARNINGS AND RELEASE OF LEGAL RESERVES.             Vote
4     APPROVAL OF THE CREATION OF ADDITIONAL    For       Did Not    Management
      CONTINGENT SHARE CAPITAL.                           Vote
5     APPROVAL OF THE CAPITAL REDUCTION THROUGH For       Did Not    Management
      NOMINAL VALUE REPAYMENT.                            Vote
6     APPROVAL OF THE AMENDMENT TO THE ARTICLES For       Did Not    Management
      OF INCORPORATION RELATED TO THE CAPITAL             Vote
      REDUCTION.
7     APPROVAL OF THE GENERAL AMENDMENTS TO THE For       Did Not    Management
      ARTICLES OF INCORPORATION: AMENDMENT TO             Vote
      ARTICLE 8 PARA. 1 OF THE ARTICLES OF
      INCORPORATION.
8     APPROVAL OF THE GENERAL AMENDMENTS TO THE For       Did Not    Management
      ARTICLES OF INCORPORATION: AMENDMENT TO             Vote
      ARTICLE 19(I) OF THE ARTICLES OF
      INCORPORATION.
9     APPROVAL OF THE GENERAL AMENDMENTS TO THE For       Did Not    Management
      ARTICLES OF INCORPORATION: AMENDMENT TO             Vote
      ARTICLE 20 OF THE ARTICLES OF
      INCORPORATION.
10    APPROVAL OF THE GENERAL AMENDMENTS TO THE For       Did Not    Management
      ARTICLES OF INCORPORATION: AMENDMENT TO             Vote
      ARTICLE 22 PARA. 1 OF THE ARTICLES OF
      INCORPORATION.
11    APPROVAL OF THE GENERAL AMENDMENTS TO THE For       Did Not    Management
      ARTICLES OF INCORPORATION: AMENDMENT TO             Vote
      ARTICLE 28 OF THE ARTICLES OF
      INCORPORATION.
12    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      HUBERTUS VON GRUNBERG, GERMAN, RE-ELECT
      AS A DIRECTOR.
13    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      ROGER AGNELLI, BRAZILIAN, RE-ELECT AS A
      DIRECTOR.
14    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      LOUIS R. HUGHES, AMERICAN, RE-ELECT AS A
      DIRECTOR.
15    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH: HANS
      ULRICH MARKI, SWISS, RE-ELECT AS A
      DIRECTOR.
16    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      MICHEL DE ROSEN, FRENCH, RE-ELECT AS A
      DIRECTOR.
17    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      MICHAEL TRESCHOW, SWEDISH, RE-ELECT AS A
      DIRECTOR.
18    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      BERND W. VOSS, GERMAN, RE-ELECT AS A
      DIRECTOR.
19    APPROVAL OF THE ELECTIONS TO THE BOARD OF For       Did Not    Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S            Vote
      NOTICE OF MEETING ENCLOSED HEREWITH:
      JACOB WALLENBERG, SWEDISH, RE-ELECT AS A
      DIRECTOR.
20    APPROVAL OF THE ELECTION OF THE AUDITORS. For       Did Not    Management
                                                          Vote
21    IN CASE OF AD-HOC MOTIONS DURING THE      For       Did Not    Management
      ANNUAL GENERAL MEETING, I AUTHORIZE MY              Vote
      PROXY TO ACT AS FOLLOWS.


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ADOBE SYSTEMS INC.

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

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


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AETNA INC.

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

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


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AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David W. Kenny             For       For        Management
2     Elect Director Peter J. Kight             For       For        Management
3     Elect Director Frederic V. Salerno        For       For        Management
4     Ratify Auditors                           For       For        Management


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ALTERA CORP.

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John P. Daane              For       For        Management
2     Elect Director Robert J. Finocchio, Jr.   For       For        Management
3     Elect Director Kevin McGarity             For       For        Management
4     Elect Director Gregory E. Myers           For       For        Management
5     Elect Director John Shoemaker             For       For        Management
6     Elect Director Susan Wang                 For       For        Management
7     Amend Omnibus Stock Plan                  For       For        Management
8     Amend Omnibus Stock Plan                  For       For        Management
9     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
10    Ratify Auditors                           For       For        Management


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

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


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AMDOCS LIMITED

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

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


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AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond P. Dolan           For       For        Management
1.2   Elect Director Ronald M. Dykes            For       For        Management
1.3   Elect Director Carolyn F. Katz            For       For        Management
1.4   Elect Director Gustavo Lara Cantu         For       For        Management
1.5   Elect Director JoAnn A. Reed              For       For        Management
1.6   Elect Director Pamela D.A. Reeve          For       For        Management
1.7   Elect Director David E. Sharbutt          For       For        Management
1.8   Elect Director James D. Taiclet, Jr.      For       For        Management
1.9   Elect Director Samme L. Thompson          For       For        Management
2     Ratify Auditors                           For       For        Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David Baltimore            For       For        Management
2     Elect Director Frank J. Biondi, Jr.       For       For        Management
3     Elect Director Jerry D. Choate            For       For        Management
4     Elect Director Vance D. Coffman           For       For        Management
5     Elect Director Frederick W. Gluck         For       For        Management
6     Elect Director Frank C. Herringer         For       For        Management
7     Elect Director Gilbert S. Omenn           For       For        Management
8     Elect Director Judith C. Pelham           For       For        Management
9     Elect Director J. Paul Reason             For       For        Management
10    Elect Director Leonard D. Schaeffer       For       For        Management
11    Elect Director Kevin W. Sharer            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Reduce Supermajority Vote Requirement     Against   For        Shareholder
14    Report on Animal Welfare Act Violations   Against   Against    Shareholder


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 11, 2008   Meeting Type: Annual
Record Date:  JAN 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Doyle              For       For        Management
1.2   Elect Director Paul J. Severino           For       Withhold   Management
1.3   Elect Director Ray Stata                  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Majority Voting for           For       For        Management
      Uncontested Election of Directors


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APPLE, INC.

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

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


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ASSURANT INC

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Michael Palms         For       For        Management
1.2   Elect Director Robert J. Blendon          For       For        Management
1.3   Elect Director Beth L. Bronner            For       For        Management
1.4   Elect Director David B. Kelso             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


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 13, 2007   Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Leon G. Cooperman          For       For        Management
1.5   Elect Director Eric C. Fast               For       For        Management
1.6   Elect Director R. Glenn Hubbard           For       For        Management
1.7   Elect Director John P. Jones              For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Gregory L. Summe           For       For        Management
1.10  Elect Director Henry Taub                 For       For        Management
2     Ratify Auditors                           For       For        Management


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUL 10, 2007   Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren Eisenberg           For       For        Management
1.2   Elect Director Stanley F. Barshay         For       For        Management
1.3   Elect Director Patrick R. Gaston          For       For        Management
1.4   Elect Director Victoria A. Morrison       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Climate Change Policies         Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Report on Product Safety                  Against   Against    Shareholder


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BROADCOM CORP.

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

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


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CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: DEC 7, 2007    Meeting Type: Special
Record Date:  NOV 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. Danforth           For       For        Management
1.2   Elect Director Neal L. Patterson          For       For        Management
1.3   Elect Director William D. Zollars         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Ticker:       CRL            Security ID:  159864107
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Foster           For       For        Management
1.2   Elect  Director Nancy T. Chang            For       For        Management
1.3   Elect  Director Stephen D. Chubb          For       For        Management
1.4   Elect  Director George E. Massaro         For       For        Management
1.5   Elect  Director George M. Milne, Jr.      For       For        Management
1.6   Elect  Director C. Richard Reese          For       For        Management
1.7   Elect  Director Douglas E. Rogers         For       For        Management
1.8   Elect  Director Samuel O. Thier           For       For        Management
1.9   Elect  Director William H. Waltrip        For       For        Management
2     Ratify Auditors                           For       For        Management


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CHICAGO BRIDGE & IRON CO.

Ticker:       CBI            Security ID:  167250109
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary L. Neale             For       Did Not    Management
                                                          Vote
1.2   Elect  Director Marsha C. Williams        For       Did Not    Management
                                                          Vote
1.3   Elect  Director J. Charles Jennett        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Larry D. Mcvay            For       Did Not    Management
                                                          Vote
2     TO AUTHORIZE THE PREPARATION OF THE       For       Did Not    Management
      ANNUAL ACCOUNTS OF THE COMPANY AND THE              Vote
      ANNUAL REPORT IN THE ENGLISH LANGUAGE AND
      TO ADOPT THE DUTCH STATUTORY ANNUAL
      ACCOUNTS OF THE COMPANY FOR THE YEAR
      ENDED DECEMBER 31, 2007.
3     TO DISCHARGE THE SOLE MEMBER OF THE       For       Did Not    Management
      MANAGEMENT BOARD FROM LIABILITY IN                  Vote
      RESPECT OF THE EXERCISE OF ITS DUTIES
      DURING THE YEAR ENDED DECEMBER 31, 2007.
4     TO DISCHARGE THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD FROM LIABILITY IN                 Vote
      RESPECT OF THE EXERCISE OF THEIR DUTIES
      DURING THE YEAR ENDED DECEMBER 31, 2007.
5     TO APPROVE THE FINAL DIVIDEND FOR THE     For       Did Not    Management
      YEAR ENDED DECEMBER 31, 2007.                       Vote
6     TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      OF THE MANAGEMENT BOARD TO REPURCHASE UP            Vote
      TO 10% OF THE ISSUED SHARE CAPITAL OF THE
      COMPANY UNTIL NOVEMBER 8, 2009.
7     TO APPOINT ERNST & YOUNG LLP AS OUR       For       Did Not    Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING            Vote
      FIRM FOR THE YEAR ENDING DECEMBER 31,
      2008.
8     TO APPROVE THE AMENDMENT OF THE ARTICLES  For       Did Not    Management
      OF ASSOCIATION TO PERMIT RECORD DATES UP            Vote
      TO 30 DAYS PRIOR TO THE DATE OF A
      SHAREHOLDER MEETING.
9     TO APPROVE THE AMENDMENT OF THE 1999      For       Did Not    Management
      LONG-TERM INCENTIVE PLAN.                           Vote
10    TO APPROVE THE EXTENSION OF THE AUTHORITY For       Did Not    Management
      OF THE SUPERVISORY BOARD TO ISSUE AND/OR            Vote
      GRANT RIGHTS TO ACQUIRE SHARES (INCLUDING
      OPTIONS TO SUBSCRIBE FOR SHARES) AND TO
      LIMIT OR EXCLUDE THE PREEMPTIVE RIGHTS OF
      SHAREHOLDERS OF THE COMPANY UNTIL MAY 8,
      2013.
11    TO APPROVE THE COMPENSATION OF THE        For       Did Not    Management
      SUPERVISORY BOARD MEMBER WHO SERVES AS              Vote
      THE NON-EXECUTIVE CHAIRMAN.


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CISCO SYSTEMS, INC.

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

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


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lew Frankfort              For       For        Management
1.2   Elect Director Susan Kropf                For       For        Management
1.3   Elect Director Gary Loveman               For       For        Management
1.4   Elect Director Ivan Menezes               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management
1.8   Elect Director Jide Zeitlin               For       For        Management


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CORNING INC.

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

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


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COVANCE INC.

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

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


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CVS CAREMARK CORP

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

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


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

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director H. Lawrence Culp, Jr       For       For        Management
2     Elect Director Mitchell P. Rales          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Employment Contract                 Against   For        Shareholder


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

DELL INC.

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

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


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

DENTSPLY INTERNATIONAL, INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael C. Alfano          For       For        Management
1.2   Elect Director Eric K. Brandt             For       For        Management
1.3   Elect Director William F. Hecht           For       For        Management
1.4   Elect Director Francis J. Lunger          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Sustainability Report             Against   Against    Shareholder


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

EBAY INC.

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

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


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

ELAN CORPORATION PLC

Ticker:       ELNCF          Security ID:  284131208
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND CONSIDER THE FINANCIAL     For       For        Management
      STATEMENTS FOR THE YEAR ENDED DECEMBER
      31, 2007.
2     TO RE-ELECT MR. ANN MAYNARD GRAY WHO      For       For        Management
      RETIRES FROM THE BOARD BY ROTATION IN
      ACCORDANCE WITH THE ARTICLES OF
      ASSOCIATION.
3     TO RE-ELECT MR. KIERAN MCGOWAN WHO        For       For        Management
      RETIRES FROM THE BOARD BY ROTATION IN
      ACCORDANCE WITH THE ARTICLES OF
      ASSOCIATION.
4     TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO      For       For        Management
      RETIRES FROM THE BOARD IN ACCORDANCE WITH
      THE COMBINED CODE.
5     TO RE-ELECT DR. DENNIS SELKOE WHO RETIRES For       For        Management
      FROM THE BOARD IN ACCORDANCE WITH THE
      COMBINED CODE.
6     TO ELECT DR. FLOYD BLOOM WHO RETIRES FROM For       For        Management
      THE BOARD IN ACCORDANCE WITH THE ARTICLES
      OF ASSOCIATION.
7     TO ELECT MR. JONAS FRICK WHO RETIRES FROM For       For        Management
      THE BOARD IN ACCORDANCE WITH THE ARTICLES
      OF ASSOCIATION.
8     TO ELECT MR. GILES KERR WHO RETIRES FROM  For       For        Management
      THE BOARD IN ACCORDANCE WITH THE ARTICLES
      OF ASSOCIATION.
9     TO ELECT MR. JEFFREY SHAMES WHO RETIRES   For       For        Management
      FROM THE BOARD IN ACCORDANCE WITH THE
      ARTICLES OF ASSOCIATION.
10    TO AUTHORISE THE DIRECTORS TO FIX THE     For       For        Management
      REMUNERATION OF THE AUDITORS.
11    TO AUTHORISE THE DIRECTORS TO ISSUE       For       For        Management
      SECURITIES.
12    TO APPROVE THE 2006 LONG TERM INCENTIVE   For       For        Management
      PLAN.
13    TO AUTHORISE THE DISAPPLICATION OF        For       For        Management
      PRE-EMPTION RIGHTS ON THE ALLOTMENT OF UP
      TO 40 MILLION SHARES.
14    TO AUTHORISE THE COMPANY TO MAKE MARKET   For       For        Management
      PURCHASES OF ITS OWN SHARES.
15    TO SET THE RE-ISSUE PRICE RANGE FOR       For       For        Management
      TREASURY SHARES.


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

ELECTRONIC ARTS INC.

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

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


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

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 21, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael L. Eskew           For       For        Management
1.2   Elect Director Alfred G. Gilman           For       For        Management
1.3   Elect Director Karen N. Horn              For       For        Management
1.4   Elect Director John C. Lechleiter         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Require a Majority Vote for the Election  For       For        Management
      of Directors
5     Amend Omnibus Stock Plan                  For       For        Management
6     Report on Animal Testing Policies         Against   Against    Shareholder
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Reduce Supermajority Vote Requirement     Against   For        Shareholder
9     Political Contributions                   Against   Against    Shareholder


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     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 H. Leighton Steward        For       For        Management
1.5   Elect Director Donald F. Textor           For       For        Management
1.6   Elect Director Frank G. Wisner            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

ESCO TECHNOLOGIES INC.

Ticker:       ESE            Security ID:  296315104
Meeting Date: FEB 6, 2008    Meeting Type: Annual
Record Date:  DEC 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L.W. Solley                For       Withhold   Management
1.2   Elect Director J.D. Woods                 For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

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

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


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

FASTENAL CO.

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

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


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

FIDELITY NATIONAL INFORMATION SERVICES INC

Ticker:       FIS            Security ID:  31620M106
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall Haines            For       For        Management
1.2   Elect Director David K. Hunt              For       For        Management
1.3   Elect Director Cary H. Thompson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

FOSTER WHEELER LTD

Ticker:       FWLT           Security ID:  G36535139
Meeting Date: JAN 8, 2008    Meeting Type: Special
Record Date:  NOV 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     INCREASE IN THE AUTHORIZED SHARE CAPITAL  For       For        Management
      OF THE COMPANY DESCRIBED IN THE PROXY
      STATEMENT.


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

FOSTER WHEELER LTD

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

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


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

FRANKLIN RESOURCES, INC.

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

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


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

GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 24, 2008   Meeting Type: Annual
Record Date:  MAY 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard Riggio             For       For        Management
1.2   Elect Director Stanley (Mickey) Steinberg For       For        Management
1.3   Elect Director Gerald R. Szczepanski      For       For        Management
1.4   Elect Director Lawrence S. Zilavy         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert W. Boyer           For       For        Management
1.2   Elect Director William M. Burns           For       For        Management
1.3   Elect Director Erich Hunziker             For       For        Management
1.4   Elect Director Jonathan K.C. Knowles      For       For        Management
1.5   Elect Director Arthur D. Levinson         For       For        Management
1.6   Elect Director Debra L. Reed              For       For        Management
1.7   Elect Director Charles A. Sanders         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

GENERAL CABLE CORP.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory B. Kenny           For       For        Management
1.2   Elect Director Robert L. Smialek          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

GENERAL DYNAMICS CORP.

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

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


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

GILEAD SCIENCES, INC.

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

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


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

GLOBAL PAYMENTS, INC.

Ticker:       GPN            Security ID:  37940X102
Meeting Date: SEP 26, 2007   Meeting Type: Annual
Record Date:  AUG 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin H. Burba, Jr.       For       For        Management
1.2   Elect  Director Raymond L. Killian        For       For        Management
1.3   Elect  Director Ruth Ann Marshall         For       For        Management


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

GOOGLE INC

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

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


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

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:       HAR            Security ID:  413086109
Meeting Date: DEC 17, 2007   Meeting Type: Annual
Record Date:  OCT 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ann McLaughlin Korologos   For       For        Management
1.2   Elect Director Dr. Harald Einsmann        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

HENRY SCHEIN, INC.

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

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


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

INTEGRATED DEVICE TECHNOLOGY, INC.

Ticker:       IDTI           Security ID:  458118106
Meeting Date: SEP 20, 2007   Meeting Type: Annual
Record Date:  JUL 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hock Tan                   For       For        Management
1.2   Elect Director John C. Bolger             For       For        Management
1.3   Elect Director John Schofield             For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Declassify the Board of Directors         For       For        Management
4     Ratify Auditors                           For       For        Management


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: FEB 27, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Bittman          For       For        Management
1.2   Elect Director Richard R. Burt            For       For        Management
1.3   Elect Director Patti S. Hart              For       For        Management
1.4   Elect Director Leslie S. Heisz            For       For        Management
1.5   Elect Director Robert A. Mathewson        For       For        Management
1.6   Elect Director Thomas J. Matthews         For       For        Management
1.7   Elect Director Robert Miller              For       For        Management
1.8   Elect Director Frederick B. Rentschler    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: DEC 14, 2007   Meeting Type: Annual
Record Date:  OCT 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen M. Bennett        For       For        Management
1.2   Elect  Director Christopher W. Brody      For       For        Management
1.3   Elect  Director William V. Campbell       For       For        Management
1.4   Elect  Director Scott D. Cook             For       For        Management
1.5   Elect  Director Diane B. Greene           For       For        Management
1.6   Elect  Director Michael R. Hallman        For       For        Management
1.7   Elect  Director Edward A. Kangas          For       For        Management
1.8   Elect  Director Suzanne Nora Johnson      For       For        Management
1.9   Elect  Director Dennis D. Powell          For       For        Management
1.10  Elect  Director Stratton D. Sclavos       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Senior Executive Incentive Bonus  For       For        Management
      Plan


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

INTUITIVE SURGICAL, INC.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 18, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert W. Duggan           For       For        Management
1.2   Elect Director Floyd D. Loop              For       For        Management
1.3   Elect Director George Stalk Jr.           For       For        Management


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

IRON MOUNTAIN INC.

Ticker:       IRM            Security ID:  462846106
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Clarke H. Bailey           For       For        Management
1.2   Elect Director Constantin R. Boden        For       For        Management
1.3   Elect Director Robert T. Brennan          For       For        Management
1.4   Elect Director Kent P. Dauten             For       For        Management
1.5   Elect Director Michael Lamach             For       For        Management
1.6   Elect Director Arthur D. Little           For       For        Management
1.7   Elect Director C. Richard Reese           For       For        Management
1.8   Elect Director Vincent J. Ryan            For       For        Management
1.9   Elect Director Laurie A. Tucker           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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

ITT CORP.

Ticker:       ITT            Security ID:  450911102
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Loranger         For       For        Management
1.2   Elect Director Curtis J. Crawford         For       For        Management
1.3   Elect Director Christina A. Gold          For       For        Management
1.4   Elect Director Ralph F. Hake              For       For        Management
1.5   Elect Director John J. Hamre              For       For        Management
1.6   Elect Director Frank T. MacInnis          For       For        Management
1.7   Elect Director Surya N. Mohapatra         For       For        Management
1.8   Elect Director Linda S. Sanford           For       For        Management
1.9   Elect Director Markos I. Tambakeras       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles of Incorporation to        For       For        Management
      Authorize Additional Shares and Provide
      for Majority Voting in Uncontested
      Elections
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Amend Executive Incentive Bonus Plan      For       For        Management
7     Amend Executive Incentive Bonus Plan      For       For        Management
8     Report Foreign Military Sales             Against   Against    Shareholder


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

JOY GLOBAL, INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 4, 2008    Meeting Type: Annual
Record Date:  JAN 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven L. Gerard           For       For        Management
1.2   Elect Director John Nils Hanson           For       For        Management
1.3   Elect Director Ken C. Johnsen             For       For        Management
1.4   Elect Director Gale E. Klappa             For       For        Management
1.5   Elect Director Richard B. Loynd           For       For        Management
1.6   Elect Director P. Eric Siegert            For       For        Management
1.7   Elect Director Michael W. Sutherlin       For       For        Management
1.8   Elect Director James H. Tate              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary B. Cranston           For       For        Management
1.2   Elect Director J. Michael Lawrie          For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

KOHL'S CORP.

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

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


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

LABORATORY CORPORATION OF AMERICA HOLDINGS

Ticker:       LH             Security ID:  50540R409
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Thomas P. Mac Mahon        For       For        Management
2     Elect Director Kerrii B. Anderson         For       For        Management
3     Elect Director Jean-Luc Belingard         For       Against    Management
4     Elect Director David P. King              For       For        Management
5     Elect Director Wendy E. Lane              For       For        Management
6     Elect Director Robert E. Mittelstaedt,    For       For        Management
      Jr.
7     Elect Director Arthur H. Rubenstein       For       For        Management
8     Elect Director Bradford T. Smith          For       For        Management
9     Elect Director M. Keith Weikel            For       For        Management
10    Elect Director R. Sanders Williams        For       For        Management
11    Approve Executive Incentive Bonus Plan    For       For        Management
12    Approve Omnibus Stock Plan                For       For        Management
13    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
14    Ratify Auditors                           For       For        Management


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   DIRECTOR BRUCE WASSERSTEIN                For       For        Management
1.2   DIRECTOR RONALD J. DOERFIER               For       For        Management
1.3   DIRECTOR MICHAEL J. TURNER                For       For        Management
2     APPROVE THE 2008 INCENTIVE COMPENSATION   For       Against    Management
      PLAN.
3     APPROVE AMENDMENTS TO OUR BYE-LAWS TO     For       For        Management
      MODIFY AND REDUCE CERTAIN REQUIREMENTS
      RELATING TO ACTIONS ADVERSELY AFFECTING
      THE EMPLOYMENT OF OUR CHAIRMAN AND CHIEF
      EXECUTIVE OFFICER.
4     RATIFICATION OF APPOINTMENT OF DELOITTE & For       For        Management
      TOUCHE LLP AS OUR INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR 2008 AND
      AUTHORIZATION OF LAZARD LTD S BOARD OF
      DIRECTORS, ACTING BY THE AUDIT COMMITTEE,
      TO SET THEIR RENUMERATION.


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

LEGG MASON, INC.

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

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


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

LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M104
Meeting Date: OCT 23, 2007   Meeting Type: Special
Record Date:  SEP 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Create Tracking Stock                     For       For        Management
2     Approve Dual Class Stock Recapitalization For       For        Management
3     Convert Common Stock into Tracking Stock  For       Against    Management
4     Approve Sale of Company Assets            For       Against    Management


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

MARTEK BIOSCIENCES CORP.

Ticker:       MATK           Security ID:  572901106
Meeting Date: MAR 13, 2008   Meeting Type: Annual
Record Date:  JAN 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harry J. D'Andrea          For       Against    Management
2     Elect Director Polly B. Kawalek           For       Against    Management
3     Elect Director Jerome C. Keller           For       Against    Management
4     Elect Director Douglas J. MacMaster, Jr   For       Against    Management
5     Elect Director Robert H. Mayer            For       For        Management
6     Elect Director Eugene H. Rotberg          For       Against    Management
7     Ratify Auditors                           For       For        Management


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

MARVELL TECHNOLOGY GROUP LTD

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

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


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John L. Cassis             For       For        Management
2     Elect Director Michael Goldstein          For       For        Management
3     Elect Director Blenda J. Wilson           For       For        Management
4     Ratify Auditors                           For       For        Management
5     Increase Authorized Common Stock          For       For        Management
6     Limit Executive Compensation              Against   Against    Shareholder


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol T. Christ            For       For        Management
2     Elect Director Armando M. Codina          For       For        Management
3     Elect Director Judith Mayhew Jonas        For       For        Management
4     Elect Director John A. Thain              For       For        Management
5     Ratify Auditors                           For       For        Management
6     Provide for Cumulative Voting             Against   For        Shareholder
7     Compensation- Miscellaneous Company       Against   Against    Shareholder
      Specific--Prohibiting Executive Officer
      Stock Sales during Buyback
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Adopt Employment Contract                 Against   For        Shareholder


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

METROPCS COMMUNICATIONS, INC.

Ticker:       PCS            Security ID:  591708102
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger D. Linquist          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

MGM MIRAGE

Ticker:       MGM            Security ID:  552953101
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  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 C. Guinn             For       For        Management
1.4   Elect Director Alexander M. Haig, Jr.     For       For        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             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 Daniel J. Taylor           For       Withhold   Management
1.15  Elect Director Melvin B. Wolzinger        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Dividends Paid by Company's     Against   Against    Shareholder
      Peer Group


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

MICROCHIP TECHNOLOGY, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steve Sanghi               For       For        Management
1.2   Elect Director Albert J. Hugo-Martinez    For       For        Management
1.3   Elect Director L.B. Day                   For       For        Management
1.4   Elect Director Matthew W. Chapman         For       For        Management
1.5   Elect Director Wade F. Meyercord          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director James I. Cash, Jr.         For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director Reed Hastings              For       For        Management
7     Elect Director David F. Marquardt         For       For        Management
8     Elect Director Charles H. Noski           For       For        Management
9     Elect Director Helmut Panke               For       For        Management
10    Elect Director Jon A. Shirley             For       For        Management
11    Ratify Auditors                           For       For        Management
12    Adopt Policies to Protect Freedom of      Against   Against    Shareholder
      Access to the Internet
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

MILLIPORE CORP.

Ticker:       MIL            Security ID:  601073109
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Melvin D. Booth            For       For        Management
1.2   Elect Director Maureen A. Hendricks       For       For        Management
1.3   Elect Director Martin D. Madaus           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

MONSANTO CO.

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

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


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
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       For        Management
11    Elect Director Laura D. Tyson             For       For        Management
12    Ratify Auditors                           For       For        Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Approve Report of the Compensation        Against   For        Shareholder
      Committee
15    Report on Human Rights Investment         Against   Against    Shareholder
      Policies


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

MURPHY OIL CORP.

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank W. Blue              For       For        Management
1.2   Elect Director Claiborne P. Deming        For       For        Management
1.3   Elect Director Robert A. Hermes           For       For        Management
1.4   Elect Director James V. Kelley            For       For        Management
1.5   Elect Director R. Madison Murphy          For       For        Management
1.6   Elect Director William C. Nolan, Jr.      For       For        Management
1.7   Elect Director Ivar B. Ramberg            For       For        Management
1.8   Elect Director Neal E. Schmale            For       For        Management
1.9   Elect Director David J. H. Smith          For       For        Management
1.10  Elect Directors Caroline G. Theus         For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
4     Ratify Auditors                           For       For        Management


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

NAVTEQ CORPORATION

Ticker:       NVT            Security ID:  63936L100
Meeting Date: DEC 12, 2007   Meeting Type: Special
Record Date:  NOV 13, 2007

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


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

NETWORK APPLIANCE, INC.

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

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


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Wren               For       For        Management
1.2   Elect Director Bruce Crawford             For       For        Management
1.3   Elect Director Robert Charles Clark       For       For        Management
1.4   Elect Director Leonard S. Coleman, Jr.    For       For        Management
1.5   Elect Director Errol M. Cook              For       For        Management
1.6   Elect Director Susan S. Denison           For       For        Management
1.7   Elect Director Michael A. Henning         For       For        Management
1.8   Elect Director John R. Murphy             For       For        Management
1.9   Elect Director John R. Purcell            For       For        Management
1.10  Elect Director Linda Johnson Rice         For       For        Management
1.11  Elect Director Gary L. Roubos             For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUALCOMM INC.

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

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


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

QUANTA SERVICES, INC.

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

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


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

QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Ball              For       For        Management
1.2   Elect Director John R. Colson             For       For        Management
1.3   Elect Director J. Michal Conaway          For       For        Management
1.4   Elect Director Ralph R. Disibio           For       For        Management
1.5   Elect Director Bernard Fried              For       For        Management
1.6   Elect Director Louis C. Golm              For       For        Management
1.7   Elect Director Worthing F. Jackman        For       For        Management
1.8   Elect Director Bruce Ranck                For       For        Management
1.9   Elect Director John R. Wilson             For       For        Management
1.10  Elect Director Pat Wood, III              For       For        Management
2     Ratify Auditors                           For       For        Management


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

RED HAT, INC.

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

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


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

RESMED, INC.

Ticker:       RMD            Security ID:  761152107
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael A. Quinn           For       For        Management
1.2   Elect Director Richard Sulpizio           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROPER INDUSTRIES, INC.

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

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


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

SALESFORCE.COM, INC.

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

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


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

SMITH INTERNATIONAL, INC.

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

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


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Biegler           For       For        Management
1.2   Elect Director Louis E. Caldera           For       For        Management
1.3   Elect Director C. Webb Crockett           For       Withhold   Management
1.4   Elect Director William H. Cunningham      For       For        Management
1.5   Elect Director Travis C. Johnson          For       For        Management
1.6   Elect Director Gary C. Kelly              For       For        Management
1.7   Elect Director Nancy B. Loeffler          For       For        Management
1.8   Elect Director John T. Montford           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Establish a Compensation Committee        Against   For        Shareholder
5     Prepare Sustainability Report             Against   Against    Shareholder


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

ST. JUDE MEDICAL, INC.

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

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


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

STRYKER CORP.

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

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


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 13, 2007   Meeting Type: Annual
Record Date:  JUL 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Brown              For       For        Management
1.2   Elect Director William T. Coleman         For       For        Management
1.3   Elect Director Frank E. Dangeard          For       For        Management
1.4   Elect Director David L. Mahoney           For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director George Reyes               For       Withhold   Management
1.7   Elect Director Daniel H. Schulman         For       For        Management
1.8   Elect Director John W. Thompson           For       For        Management
1.9   Elect Director V. Paul Unruh              For       For        Management
2     Amend Outside Director Stock Awards in    For       For        Management
      Lieu of Cash
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

SYSCO CORPORATION

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

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


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

TRIMBLE NAVIGATION LTD.

Ticker:       TRMB           Security ID:  896239100
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven W. Berglund        For       For        Management
1.2   Elect  Director John B. Goodrich          For       For        Management
1.3   Elect  Director William Hart              For       For        Management
1.4   Elect  Director Merit E. Janow            For       For        Management
1.5   Elect  Director Ulf J. Johansson          For       For        Management
1.6   Elect  Director Bradford W. Parkinson     For       For        Management
1.7   Elect  Director Nickolas W. Vande Steeg   For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin A. Plank             For       For        Management
1.2   Elect Director Byron K. Adams, Jr.        For       For        Management
1.3   Elect Director Douglas E. Coltharp        For       For        Management
1.4   Elect Director A.B. Krongard              For       For        Management
1.5   Elect Director William R. McDermott       For       Withhold   Management
1.6   Elect Director Harvey L. Sanders          For       For        Management
1.7   Elect Director Thomas J. Sippel           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director Michael J. Burns           For       For        Management
1.3   Elect Director D. Scott Davis             For       For        Management
1.4   Elect Director Stuart E. Eizenstat        For       For        Management
1.5   Elect Director Michael L. Eskew           For       For        Management
1.6   Elect Director Ann M. Livermore           For       For        Management
1.7   Elect Director Rudy Markham               For       For        Management
1.8   Elect Director John W. Thompson           For       For        Management
1.9   Elect Director Carol B. Tome              For       For        Management
1.10  Elect Director Ben Verwaayen              For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

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


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

URBAN OUTFITTERS, INC.

Ticker:       URBN           Security ID:  917047102
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Hayne          For       Withhold   Management
1.2   Elect  Director Scott A. Belair           For       For        Management
1.3   Elect  Director Harry S. Cherken, Jr.     For       Withhold   Management
1.4   Elect  Director Joel S. Lawson, III       For       For        Management
1.5   Elect  Director Robert H. Strouse         For       For        Management
1.6   Elect  Director Glen T. Senk              For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Adopt ILO Based Code of Conduct           Against   For        Shareholder


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

VALMONT INDUSTRIES, INC.

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

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


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

VERTEX PHARMACEUTICALS INC.

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stuart J.M. Collinson      For       For        Management
1.2   Elect Director Eugene H. Cordes           For       For        Management
1.3   Elect Director Matthew W. Emmens          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

VMWARE INC

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Renee J. James             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 9, 2008    Meeting Type: Annual
Record Date:  NOV 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Foote           For       For        Management
1.2   Elect Director Alan G. McNally            For       For        Management
1.3   Elect Director Cordell Reed               For       For        Management
1.4   Elect Director Jeffrey A. Rein            For       For        Management
1.5   Elect Director Nancy M. Schlichting       For       For        Management
1.6   Elect Director David Y. Schwartz          For       For        Management
1.7   Elect Director Alejandro Silva            For       For        Management
1.8   Elect Director James A. Skinner           For       For        Management
1.9   Elect Director Marilou M. von Ferstel     For       For        Management
1.10  Elect Director Charles R. Walgreen III    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Charitable Contributions        Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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

WESTERN UNION CO

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jack M. Greenberg          For       For        Management
2     Elect Director Alan J. Lacy               For       For        Management
3     Elect Director Linda Fayne Levinson       For       For        Management
4     Ratify Auditors                           For       For        Management


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

WHOLE FOODS MARKET, INC.

Ticker:       WFMI           Security ID:  966837106
Meeting Date: MAR 10, 2008   Meeting Type: Annual
Record Date:  JAN 16, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John B. Elstrott           For       For        Management
1.2   Elect Director Gabrielle E. Greene        For       For        Management
1.3   Elect Director Hass Hassan                For       For        Management
1.4   Elect Director John P. Mackey             For       For        Management
1.5   Elect Director Morris J. Siegel           For       For        Management
1.6   Elect Director Ralph Z. Sorenson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Require Independent Board Chairman        Against   For        Shareholder


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert M. Amen             For       For        Management
2     Elect Director Michael J. Critelli        For       For        Management
3     Elect Director Robert Essner              For       For        Management
4     Elect Director John D. Feerick            For       For        Management
5     Elect Director Frances D. Fergusson       For       For        Management
6     Elect Director Victor F. Ganzi            For       For        Management
7     Elect Director Robert Langer              For       For        Management
8     Elect Director John P. Mascotte           For       For        Management
9     Elect Director Raymond J. McGuire         For       For        Management
10    Elect Director Mary Lake Polan            For       For        Management
11    Elect Director Bernard Poussot            For       For        Management
12    Elect Director Gary L. Rogers             For       For        Management
13    Elect Director John R. Torell III         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Amend Omnibus Stock Plan                  For       For        Management
16    Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
17    Report on Political Contributions         Against   Against    Shareholder
18    Claw-back of Payments under Restatements  Against   Against    Shareholder


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 9, 2007    Meeting Type: Annual
Record Date:  JUN 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director J. Michael Patterson       For       For        Management
1.7   Elect Director Marshall C. Turner         For       For        Management
1.8   Elect Director Elizabeth W. Vanderslice   For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

XM SATELLITE RADIO HOLDINGS INC.

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

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


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

XM SATELLITE RADIO HOLDINGS INC.

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

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


================================ END NPX REPORT ================================