UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-05536

Capital One Funds

(Exact name of registrant as specified in charter)

3435 Stelzer Road, Columbus, OH 43219-3035

(Address of principal executive offices) (Zip code)

Daniel J. Igo

c/o Citi Fund Services

100 Summer Street, Suite 1500

Boston, MA 02110

(Name and address of agent for service)

Registrant’s telephone number, including area code: 614-470-8000

Date of fiscal year end: 8/31

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

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. §3507.

<PRE>
                              PROXY VOTING RECORD
                    FOR PERIOD JULY 1, 2007 TO JUNE 30, 2008








==================== CAPITAL ONE CAPITAL APPRECIATION FUND =====================


AK STEEL HOLDING CORP.

Ticker:       AKS            Security ID:  001547108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Abdoo           For       For        Management
1.2   Elect Director John S. Brinzo             For       For        Management
1.3   Elect Director Dennis C. Cuneo            For       For        Management
1.4   Elect Director William K. Gerber          For       For        Management
1.5   Elect Director Bonnie G. Hill             For       For        Management
1.6   Elect Director Robert H. Jenkins          For       For        Management
1.7   Elect Director Daniel J. Meyer            For       For        Management
1.8   Elect Director Ralph S. Michael, III      For       For        Management
1.9   Elect Director Shirley D. Peterson        For       For        Management
1.10  Elect Director James A. Thomson           For       For        Management
1.11  Elect Director James L. Wainscott         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Munoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   For        Shareholder
12    Adopt the Marketing and Advertising       Against   Against    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Against    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Against    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Against    Shareholder


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

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


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director G. Steven Farris           For       For        Management
2     Elect Director Randolph M. Ferlic         For       For        Management
3     Elect Director A. D. Frazier, Jr.         For       For        Management
4     Elect Director John A. Kocur              For       For        Management
5     Reimburse Proxy Contest Expenses          Against   Against    Shareholder


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

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


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

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director William F. Aldinger III    For       For        Management
3     Elect Director Gilbert F. Amelio          For       For        Management
4     Elect Director Reuben V. Anderson         For       For        Management
5     Elect Director James H. Blanchard         For       For        Management
6     Elect Director August A. Busch III        For       For        Management
7     Elect Director James P. Kelly             For       For        Management
8     Elect Director Jon C. Madonna             For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director John B. McCoy              For       For        Management
11    Elect Director Mary S. Metz               For       For        Management
12    Elect Director Joyce M. Roche             For       For        Management
13    Elect Director Laura D' Andrea Tyson      For       For        Management
14    Elect Director Patricia P. Upton          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Political Contributions         Against   For        Shareholder
17    Exclude Pension Credits from Earnings     Against   For        Shareholder
      Performance Measure
18    Require Independent Lead Director         Against   For        Shareholder
19    Establish SERP Policy                     Against   For        Shareholder
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eleanor Baum              For       For        Management
1.2   Elect  Director J. Veronica Biggins       For       For        Management
1.3   Elect  Director Lawrence W. Clarkson      For       For        Management
1.4   Elect  Director Ehud Houminer             For       For        Management
1.5   Elect  Director James A. Lawrence         For       For        Management
1.6   Elect  Director Frank R. Noonan           For       For        Management
1.7   Elect  Director Ray M. Robinson           For       For        Management
1.8   Elect  Director Gary L. Tooker            For       For        Management
1.9   Elect  Director Roy Vallee                For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Biondi, Jr.       For       For        Management
1.2   Elect Director Ruth E. Bruch              For       For        Management
1.3   Elect Director Nicholas M. Donofrio       For       For        Management
1.4   Elect Director Steven G. Elliott          For       For        Management
1.5   Elect Director Gerald L. Hassell          For       For        Management
1.6   Elect Director Edmund F. Kelly            For       For        Management
1.7   Elect Director Robert P. Kelly            For       For        Management
1.8   Elect Director Richard J. Kogan           For       For        Management
1.9   Elect Director Michael J. Kowalski        For       For        Management
1.10  Elect Director John A. Luke, Jr.          For       For        Management
1.11  Elect Director Robert Mehrabian           For       For        Management
1.12  Elect Director Mark A. Nordenberg         For       For        Management
1.13  Elect Director Catherine A. Rein          For       For        Management
1.14  Elect Director Thomas A. Renyi            For       For        Management
1.15  Elect Director William C. Richardson      For       For        Management
1.16  Elect Director Samuel C. Scott III        For       For        Management
1.17  Elect Director John P. Surma              For       For        Management
1.18  Elect Director Wesley W. von Schack       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Restore or Provide for Cumulative Voting  Against   For        Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

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


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: JAN 29, 2008   Meeting Type: Annual
Record Date:  DEC 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Basil L. Anderson          For       For        Management
1.2   Elect Director Marshall O. Larsen         For       For        Management
1.3   Elect Director Gary A. Mecklenburg        For       For        Management
1.4   Elect Director Cathy E. Minehan           For       Withhold   Management
1.5   Elect Director Alfred Sommer              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Provide for Cumulative Voting             Against   For        Shareholder
5     Report on Product Safety                  Against   For        Shareholder


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

BUNGE LIMITED

Ticker:       BG             Security ID:  G16962105
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: ERNEST G. BACHRACH  For       For        Management
2     ELECTION OF DIRECTOR: ENRIQUE H. BOILINI  For       For        Management
3     ELECTION OF DIRECTOR: MICHAEL H. BULKIN   For       For        Management
4     Ratify Auditors                           For       For        Management
5     TO INCREASE THE NUMBER OF AUTHORIZED      For       For        Management
      COMMON SHARES OF BUNGE LIMITED FROM
      240,000,000 TO 400,000,000.
6     TO INCREASE THE NUMBER OF AUTHORIZED      For       Against    Management
      PREFERENCE SHARES OF BUNGE LIMITED FROM
      10,000,000 TO 21,000,000.
7     TO AMEND BUNGE LIMITED S BYE-LAWS TO      For       For        Management
      PERMIT BUNGE LIMITED TO REPURCHASE OR
      OTHERWISE ACQUIRE ITS SHARES TO HOLD AS
      TREASURY SHARES.


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S. H. Armacost             For       For        Management
2     Elect Director L. F. Deily                For       For        Management
3     Elect Director R. E. Denham               For       For        Management
4     Elect Director R. J. Eaton                For       For        Management
5     Elect Director S. Ginn                    For       For        Management
6     Elect Director F. G. Jenifer              For       For        Management
7     Elect Director J. L. Jones                For       For        Management
8     Elect Director S. Nunn                    For       For        Management
9     Elect Director D. J. O?Reilly             For       For        Management
10    Elect Director D. B. Rice                 For       For        Management
11    Elect Director P. J. Robertson            For       For        Management
12    Elect Director K. W. Sharer               For       For        Management
13    Elect Director C. R. Shoemate             For       For        Management
14    Elect Director R. D. Sugar                For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Ratify Auditors                           For       For        Management
17    Increase Authorized Common Stock          For       For        Management
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Adopt Human Rights Policy                 Against   For        Shareholder
20    Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
21    Adopt Quantitative GHG Goals for Products Against   Against    Shareholder
      and Operations
22    Adopt Guidelines for Country Selection    Against   Against    Shareholder
23    Report on Market Specific Environmental   Against   Against    Shareholder
      Laws


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Zoe Baird                  For       For        Management
2     Elect Director Sheila P. Burke            For       For        Management
3     Elect Director James I. Cash, Jr.         For       For        Management
4     Elect Director Joel J. Cohen              For       For        Management
5     Elect Director John D. Finnegan           For       For        Management
6     Elect Director Klaus J. Mangold           For       For        Management
7     Elect Director Martin G. McGuinn          For       For        Management
8     Elect Director Lawrence M. Small          For       For        Management
9     Elect Director Jess Soderberg             For       For        Management
10    Elect Director Daniel E. Somers           For       For        Management
11    Elect Director Karen Hastie Williams      For       For        Management
12    Elect Director Alfred W. Zollar           For       For        Management
13    Ratify Auditors                           For       For        Management


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

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Herbert A. Allen           For       For        Management
2     Elect Director Ronald W. Allen            For       For        Management
3     Elect Director Cathleen P. Black          For       For        Management
4     Elect Director Barry Diller               For       Against    Management
5     Elect Director Alexis M. Herman           For       For        Management
6     Elect Director E. Neville Isdell          For       For        Management
7     Elect Director Muhtar Kent                For       For        Management
8     Elect Director Donald R. Keough           For       For        Management
9     Elect Director Donald F. McHenry          For       For        Management
10    Elect Director Sam Nunn                   For       For        Management
11    Elect Director James D. Robinson III      For       For        Management
12    Elect Director Peter V. Ueberroth         For       For        Management
13    Elect Director Jacob Wallenberg           For       For        Management
14    Elect Director James B. Williams          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Stock Option Plan                 For       For        Management
17    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
18    Require Independent Board Chairman        Against   For        Shareholder
19    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       For        Management
3     Elect Director Ian M. Cook                For       For        Management
4     Elect Director Ellen M. Hancock           For       For        Management
5     Elect Director David W. Johnson           For       For        Management
6     Elect Director Richard J. Kogan           For       For        Management
7     Elect Director Delano E. Lewis            For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director J. Pedro Reinhard          For       For        Management
10    Elect Director Stephen I. Sadove          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Authorized Common Stock          For       For        Management


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

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: JUL 30, 2007   Meeting Type: Annual
Record Date:  JUN 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Irving W. Bailey, II                For       For        Management
1.2   Elect Dave J. Barram                      For       For        Management
1.3   Elect Stephen L. Baum                     For       For        Management
1.4   Elect Rodney F. Chase                     For       For        Management
1.5   Elect Michael W. Laphen                   For       For        Management
1.6   Elect F. Warren McFarlen                  For       For        Management
1.7   Elect Thomas H. Patrick                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Board Diversity                           Against   For        Shareholder
5     Report on Political Contributions         Against   For        Shareholder


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harold W. McGraw III       For       For        Management
2     Elect Director James J. Mulva             For       For        Management
3     Elect Director Bobby S. Shackouls         For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Indigenous Peoples Rights       Against   Against    Shareholder
      Policies
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Report on Political Contributions         Against   For        Shareholder
10    Adopt Greenhouse Gas Emissions Goals for  Against   For        Shareholder
      Products and Operations
11    Report on Community Environmental Impacts Against   Against    Shareholder
      of Operations
12    Report on Environmental Damage from       Against   For        Shareholder
      Drilling in the National Petroleum
      Reserve
13    Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
14    Report on Global Warming                  Against   Against    Shareholder


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

COSTCO WHOLESALE CORPORATION

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

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


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 25, 2008   Meeting Type: Special
Record Date:  APR 28, 2008

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


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

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   For        Shareholder


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.5   Elect Director Charles B. Curtis          For       For        Management
1.6   Elect Director Bradford M. Freeman        For       For        Management
1.7   Elect Director Luis G. Nogales            For       For        Management
1.8   Elect Director Ronald L. Olson            For       For        Management
1.9   Elect Director James M. Rosser            For       For        Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
1.12  Elect Director Brett White                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

ENDO PHARMACEUTICALS HOLDINGS INC.

Ticker:       ENDP           Security ID:  29264F205
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:  MAY 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Delucca            For       For        Management
1.2   Elect Director David P. Holveck           For       For        Management
1.3   Elect Director George F. Homer, III       For       For        Management
1.4   Elect Director Michael Hyatt              For       For        Management
1.5   Elect Director Roger H. Kimmel            For       For        Management
1.6   Elect Director C.A. Meanwell, Md. Phd.    For       For        Management
1.7   Elect Director Joseph C. Scodari          For       For        Management
1.8   Elect Director William F. Spengler        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee John W. Alexander           For       For        Management
1.2   Elect Trustee Charles L. Atwood           For       For        Management
1.3   Elect Trustee Stephen O. Evans            For       For        Management
1.4   Elect Trustee Boone A. Knox               For       For        Management
1.5   Elect Trustee John E. Neal                For       For        Management
1.6   Elect Trustee David J. Neithercut         For       For        Management
1.7   Elect Trustee Desiree G. Rogers           For       For        Management
1.8   Elect Trustee Sheli Z. Rosenberg          For       For        Management
1.9   Elect Trustee Gerald A. Spector           For       For        Management
1.10  Elect Trustee B. Joseph White             For       For        Management
1.11  Elect Trustee Samuel Zell                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 9, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aerin Lauder               For       For        Management
1.2   Elect Director William P. Lauder          For       For        Management
1.3   Elect Director Lynn Forester de           For       For        Management
      Rothschild
1.4   Elect Director Richard D. Parsons         For       Withhold   Management
2     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director Larry R. Faulkner          For       For        Management
1.3   Elect Director William W. George          For       For        Management
1.4   Elect Director James R. Houghton          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Marilyn Carlson Nelson     For       For        Management
1.7   Elect Director Samuel J. Palmisano        For       For        Management
1.8   Elect Director Steven S Reinemund         For       For        Management
1.9   Elect Director Walter V. Shipley          For       For        Management
1.10  Elect Director Rex W. Tillerson           For       For        Management
1.11  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Require Independent Board Chairman        Against   For        Shareholder
6     Approve Distribution Policy               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Company's     Against   Against    Shareholder
      Lowest Paid U.S. Workers
9     Claw-back of Payments under Restatements  Against   Against    Shareholder
10    Review Anti-discrimination Policy on      Against   Against    Shareholder
      Corporate Sponsorships and Executive
      Perks
11    Report on Political Contributions         Against   For        Shareholder
12    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
13    Report on Community Environmental Impacts Against   Against    Shareholder
      of Operations
14    Report on Potential Environmental Damage  Against   Against    Shareholder
      from Drilling in the Arctic National
      Wildlife Refuge
15    Adopt Greenhouse Gas Emissions Goals for  Against   For        Shareholder
      Products and Operations
16    Report on Carbon Dioxide Emissions        Against   Against    Shareholder
      Information at Gas Stations
17    Report on Climate Change Impacts on       Against   Against    Shareholder
      Emerging Countries
18    Report on Energy Technologies Development Against   Against    Shareholder
19    Adopt Policy to Increase Renewable Energy Against   For        Shareholder


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 24, 2007   Meeting Type: Annual
Record Date:  JUL 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James L. Barksdale         For       For        Management
2     Elect Director August A. Busch, IV        For       For        Management
3     Elect Director John A. Edwardson          For       For        Management
4     Elect Director Judith L. Estrin           For       For        Management
5     Elect Director Philip Greer               For       For        Management
6     Elect Director J.R. Hyde, III             For       For        Management
7     Elect Director Shirley A. Jackson         For       For        Management
8     Elect Director Steven R. Loranger         For       For        Management
9     Elect Director Gary W. Loveman            For       For        Management
10    Elect Director Charles T. Manatt          For       For        Management
11    Elect Director Frederick W. Smith         For       For        Management
12    Elect Director Joshua I. Smith            For       For        Management
13    Elect Director Paul S. Walsh              For       For        Management
14    Elect Director Peter S. Willmott          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Separate Chairman and CEO Positions       Against   For        Shareholder
17    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officer's Compensation
18    Report on Global Warming                  Against   Against    Shareholder
19    Report on Political Contributions         Against   For        Shareholder


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

FIDELITY FUNDS

Ticker:       FDIXX          Security ID:  316175504
Meeting Date: APR 16, 2008   Meeting Type: Special
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Curvey            For       For        Management
1.2   Elect Director Albert R. Gamper, Jr.      For       For        Management
1.3   Elect Director George H. Heilmeier        For       For        Management
1.4   Elect Director Arthur E. Johnson          For       For        Management
1.5   Elect Director Edward C. Johnson 3d       For       For        Management
1.6   Elect Director James H. Keyes             For       For        Management
1.7   Elect Director Marie L. Knowles           For       For        Management
1.8   Elect Director Kenneth L. Wolfe           For       For        Management


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

FIRST SOLAR INC

Ticker:       FSLR           Security ID:  336433107
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  APR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Ahearn          For       For        Management
1.2   Elect Director Craig Kennedy              For       For        Management
1.3   Elect Director James F. Nolan             For       For        Management
1.4   Elect Director J. Thomas Presby           For       For        Management
1.5   Elect Director Bruce Sohn                 For       For        Management
1.6   Elect Director Paul H. Stebbins           For       For        Management
1.7   Elect Director Michael Sweeney            For       For        Management
1.8   Elect Director Jose H. Villarreal         For       For        Management
2     Ratify Auditors                           For       For        Management


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

FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Maury Devine            For       For        Management
1.2   Elect Director Thomas M. Hamilton         For       For        Management
1.3   Elect Director Richard A. Pattarozzi      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R.H. Bond             For       Withhold   Management
1.2   Elect Director Stephen G. Butler          For       For        Management
1.3   Elect Director Kimberly A. Casiano        For       For        Management
1.4   Elect Director Edsel B. Ford II           For       For        Management
1.5   Elect Director William Clay Ford, Jr.     For       For        Management
1.6   Elect Director Irvine O. Hockaday, Jr.    For       For        Management
1.7   Elect Director Richard A. Manoogian       For       For        Management
1.8   Elect Director Ellen R. Marram            For       For        Management
1.9   Elect Director Alan Mulally               For       For        Management
1.10  Elect Director Homer A. Neal              For       For        Management
1.11  Elect Director Jorma Ollila               For       For        Management
1.12  Elect Director Gerald L. Shaheen          For       For        Management
1.13  Elect Director John L. Thornton           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Omnibus Stock Plan                For       Against    Management
5     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
7     Company-Specific -- Adopt                 Against   For        Shareholder
      Recapitalization Plan
8     Report on Political Contributions         Against   For        Shareholder
9     Adopt Principles for Health Care Reform   Against   Against    Shareholder
10    Report on Global Warming                  Against   Against    Shareholder
11    Limit Executive Compensation              Against   Against    Shareholder


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

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


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUL 10, 2007   Meeting Type: Annual
Record Date:  MAY 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard C. Adkerson        For       For        Management
1.2   Elect Director Robert J. Allison, Jr.     For       For        Management
1.3   Elect Director Robert A. Day              For       For        Management
1.4   Elect Director Gerald J. Ford             For       For        Management
1.5   Elect Director H. Devon Graham, Jr.       For       For        Management
1.6   Elect Director J. Bennett Johnston        For       For        Management
1.7   Elect Director Charles C. Krulak          For       For        Management
1.8   Elect Director Bobby Lee Lackey           For       For        Management
1.9   Elect Director Jon C. Madonna             For       For        Management
1.10  Elect Director Dustan E. McCoy            For       For        Management
1.11  Elect Director Gabrielle K. McDonald      For       For        Management
1.12  Elect Director James R. Moffett           For       For        Management
1.13  Elect Director B.M. Rankin, Jr.           For       For        Management
1.14  Elect Director J. Stapleton Roy           For       For        Management
1.15  Elect Director Stephen H. Siegele         For       For        Management
1.16  Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James I. Cash, Jr.         For       For        Management
2     Elect Director William M. Castell         For       For        Management
3     Elect Director Ann M. Fudge               For       For        Management
4     Elect Director Claudio X. Gonzalez        For       Against    Management
5     Elect Director Susan Hockfield            For       For        Management
6     Elect Director Jeffrey R. Immelt          For       For        Management
7     Elect Director Andrea Jung                For       For        Management
8     Elect Director Alan G. Lafley             For       For        Management
9     Elect Director Robert W. Lane             For       For        Management
10    Elect Director Ralph S. Larsen            For       For        Management
11    Elect Director Rochelle B. Lazarus        For       For        Management
12    Elect Director James J. Mulva             For       For        Management
13    Elect Director Sam Nunn                   For       For        Management
14    Elect Director Roger S. Penske            For       For        Management
15    Elect Director Robert J. Swieringa        For       For        Management
16    Elect Director Douglas A. Warner III      For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide for Cumulative Voting             Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Adopt Policy on Overboarded Directors     Against   For        Shareholder
22    Report on Charitable Contributions        Against   Against    Shareholder
23    Report on Global Warming                  Against   Against    Shareholder
24    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

GOLDMAN SACHS GROUP, INC., THE

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

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


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

GOOGLE INC

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

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


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

HEWLETT-PACKARD CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lawrence T. Babbio, Jr.    For       For        Management
2     Elect Director Sari M. Baldauf            For       For        Management
3     Elect Director Richard A. Hackborn        For       For        Management
4     Elect Director John H. Hammergren         For       For        Management
5     Elect Director Mark V. Hurd               For       For        Management
6     Elect Director Joel Z. Hyatt              For       For        Management
7     Elect Director John R. Joyce              For       For        Management
8     Elect Director Robert L. Ryan             For       For        Management
9     Elect Director Lucille S. Salhany         For       For        Management
10    Elect Director G. Kennedy Thompson        For       For        Management
11    Ratify Auditors                           For       For        Management


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gordon M. Bethune          For       For        Management
2     Elect Director Jaime Chico Pardo          For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director D. Scott Davis             For       For        Management
5     Elect Director Linnet F. Deily            For       For        Management
6     Elect Director Clive R. Hollick           For       For        Management
7     Elect Director Bradley T. Sheares         For       For        Management
8     Elect Director Eric K. Shinseki           For       For        Management
9     Elect Director John R. Stafford           For       For        Management
10    Elect Director Michael W. Wright          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide the Right to Call Special Meeting For       For        Management
13    Pay For Superior Performance              Against   For        Shareholder


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 12, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors Samir G. Gibara           For       For        Management
1.2   Elect Directors John F. Turner            For       For        Management
1.3   Elect Directors Alberto Weisser           For       For        Management
1.4   Elect Directors J. Steven Whisler         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Eliminate Supermajority Vote Requirement  For       For        Management
6     Eliminate Supermajority Vote Requirement  For       For        Management
      Relating to Business Combinations
7     Reduce Supermajority Vote Requirement     Against   Against    Shareholder
8     Report on Sustainable Forestry            Against   Against    Shareholder


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

INVITROGEN CORP.

Ticker:       IVGN           Security ID:  46185R100
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Balakrishnan S. Iyer       For       For        Management
1.2   Elect Director Ronald A. Matricaria       For       For        Management
1.3   Elect Director W. Ann Reynolds            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Omnibus Stock Plan                  For       For        Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       Withhold   Management
1.4   Elect Director Arnold G. Langbo           For       Withhold   Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       Withhold   Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       Withhold   Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Robert I. Lipp             For       For        Management
10    Elect Director David C. Novak             For       For        Management
11    Elect Director Lee R. Raymond             For       For        Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       Against    Management
15    Amend Executive Incentive Bonus Plan      For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
20    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
21    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


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

MANPOWER INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Thomas Bouchard         For       For        Management
1.2   Elect Director Cari M. Dominguez          For       For        Management
1.3   Elect Director Edward J. Zore             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt MacBride Principles                 Against   Against    Shareholder


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

MASTERCARD INCORPORATED

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

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


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

MCDERMOTT INTERNATIONAL, INC.

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

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


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ralph Alvarez              For       For        Management
2     Elect Director Susan E. Arnold            For       For        Management
3     Elect Director Richard H. Lenny           For       For        Management
4     Elect Director Cary D. McMillan           For       For        Management
5     Elect Director Sheila A. Penrose          For       For        Management
6     Elect Director James A. Skinner           For       For        Management
7     Ratify Auditors                           For       For        Management


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 25, 2007   Meeting Type: Annual
Record Date:  MAY 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Hammergren         For       For        Management
2     Elect Director M. Christine Jacobs        For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
6     Ratify Auditors                           For       For        Management


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Blackmore            For       For        Management
1.2   Elect Director Nabeel Gareeb              For       For        Management
1.3   Elect Director Marshall Turner            For       For        Management
2     Ratify Auditors                           For       For        Management


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

MERCK & CO., INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard T. Clark           For       For        Management
2     Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
3     Elect Director Thomas H. Glocer           For       For        Management
4     Elect Director Steven F. Goldstone        For       For        Management
5     Elect Director William B. Harrison, Jr.   For       For        Management
6     Elect Director Harry R. Jacobson, M.D.    For       For        Management
7     Elect Director William N. Kelley, M.D.    For       For        Management
8     Elect Director Rochelle B. Lazarus        For       For        Management
9     Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
10    Elect Director Anne M. Tatlock            For       For        Management
11    Elect Director Samuel O. Thier, M.D.      For       For        Management
12    Elect Director Wendell P. Weeks           For       For        Management
13    Elect Director Peter C. Wendell           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Limit Executive Compensation              Against   Against    Shareholder
16    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Adopt a bylaw to Require an Independent   Against   For        Shareholder
      Lead Director


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

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


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

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


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

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


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

NASDAQ OMX GROUP, INC., THE

Ticker:       NDAQ           Security ID:  631103108
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Soud Ba'alawy              For       For        Management
1.2   Elect Director Urban Backstrom            For       For        Management
1.3   Elect Director H. Furlong Baldwin         For       For        Management
1.4   Elect Director Michael Casey              For       For        Management
1.5   Elect Director Lon Gorman                 For       For        Management
1.6   Elect Director Robert Greifeld            For       For        Management
1.7   Elect Director Glenn H. Hutchins          For       For        Management
1.8   Elect Director Birgitta Kantola           For       For        Management
1.9   Elect Director Essa Kazim                 For       For        Management
1.10  Elect Director John D. Markese            For       For        Management
1.11  Elect Director Hans Munk Nielsen          For       For        Management
1.12  Elect Director Thomas F. O'Neill          For       For        Management
1.13  Elect Director James S. Riepe             For       For        Management
1.14  Elect Director Michael R. Splinter        For       For        Management
1.15  Elect Director Lars Wedenborn             For       For        Management
1.16  Elect Director Deborah L. Wince-Smith     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

NATIONAL SEMICONDUCTOR CORP.

Ticker:       NSM            Security ID:  637640103
Meeting Date: SEP 28, 2007   Meeting Type: Annual
Record Date:  AUG 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Brian L. Halla             For       For        Management
2     Elect Director Steven R. Appleton         For       For        Management
3     Elect Director Gary P. Arnold             For       For        Management
4     Elect Director Richard J. Danzig          For       For        Management
5     Elect Director John T. Dickson            For       For        Management
6     Elect Director Robert J. Frankenberg      For       For        Management
7     Elect Director E. Floyd Kvamme            For       For        Management
8     Elect Director Modesto A. Maidique        For       For        Management
9     Elect Director Edward McCracken           For       For        Management
10    Ratify Auditors                           For       For        Management
11    Approve Omnibus Stock Plan                For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management


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

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL ACCOUNTS           For       For        Management
2     APPROVAL OF THE DISTRIBUTION OF THE       For       For        Management
      PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS, AND THE PRESIDENT, FROM
      LIABILITY
4     APPROVAL OF THE REMUNERATION TO THE       For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS
5     APPROVAL OF THE NUMBER OF THE MEMBERS OF  For       For        Management
      THE BOARD OF DIRECTORS
6.1   Elect Director Georg Ehrnrooth            For       For        Management
6.2   Elect Director Lalita D. Gupte            For       For        Management
6.3   Elect Director Bengt Holmstrom            For       For        Management
6.4   Elect Director Henning Kagermann          For       For        Management
6.5   Elect Director Olli-Pekka Kallasvuo       For       For        Management
6.6   Elect Director Per Karlsson               For       For        Management
6.7   Elect Director Jorma Ollila               For       For        Management
6.8   Elect Director Marjorie Scardino          For       For        Management
6.9   Elect Director Risto Siilasmaa            For       For        Management
6.10  Elect Director Keijo Suila                For       For        Management
7     APPROVAL OF THE AUDITOR REMUNERATION      For       For        Management
8     APPROVAL OF THE RE-ELECTION OF            For       For        Management
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
      FOR FISCAL YEAR 2008
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD OF DIRECTORS TO RESOLVE TO
      REPURCHASE NOKIA SHARES
10    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE
      IN THEIR DISCRETION ON YOUR BEHALF ONLY
      UPON ITEM 10


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

NORTHERN TRUST CORP.

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

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


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis W. Coleman           For       For        Management
2     Elect Director Thomas B. Fargo            For       For        Management
3     Elect Director Victor H. Fazio            For       For        Management
4     Elect Director Donald E. Felsinger        For       For        Management
5     Elect Director Stephen E. Frank           For       For        Management
6     Elect Director Phillip Frost              For       Against    Management
7     Elect Director Charles R. Larson          For       For        Management
8     Elect Director Richard B. Myers           For       For        Management
9     Elect Director Aulana L. Peters           For       For        Management
10    Elect Director Kevin W. Sharer            For       For        Management
11    Elect Director Ronald D. Sugar            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Report on Foreign Military Sales          Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Adopt Anti Gross-up Policy                Against   For        Shareholder


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven Chu, Ph.D.          For       For        Management
2     Elect Director Harvey C. Jones            For       For        Management
3     Elect Director William J. Miller          For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Day               For       For        Management
1.2   Elect Director David L. Kyle              For       For        Management
1.3   Elect Director Bert H. Mackie             For       For        Management
1.4   Elect Director Jim W. Mogg                For       For        Management
1.5   Elect Director Mollie B. Williford        For       For        Management
1.6   Elect Director Julie H. Edwards           For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
6     Amend Restricted Stock Plan               For       Against    Management
7     Ratify Auditors                           For       For        Management
8     Adopt Quantitative GHG Goals From         Against   For        Shareholder
      Operations


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 2, 2007    Meeting Type: Annual
Record Date:  SEP 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director H. Raymond Bingham         For       For        Management
1.10  Elect Director Charles E Phillips, Jr.    For       For        Management
1.11  Elect Director Naomi O. Seligman          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
5     Issue an Open Source Report               Against   Against    Shareholder


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

PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John M. Fluke              For       For        Management
1.2   Elect Director Stephen F. Page            For       For        Management
1.3   Elect Director Michael A. Tembreull       For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Conrad K. Harper           For       For        Management
1.2   Elect Director Shirley Ann Jackson        For       For        Management
1.3   Elect Director Thomas A. Renyi            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat


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

R. R. DONNELLEY & SONS CO.

Ticker:       RRD            Security ID:  257867101
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Thomas J. Quinlan, III     For       For        Management
2     Elect Director Stephen M. Wolf            For       For        Management
3     Elect Director Lee A. Chaden              For       For        Management
4     Elect Director E.V. (Rick) Goings         For       For        Management
5     Elect Director Judith H. Hamilton         For       For        Management
6     Elect Director Thomas S. Johnson          For       For        Management
7     Elect Director John C. Pope               For       For        Management
8     Elect Director Michael T. Riordan         For       For        Management
9     Elect Director Oliver R. Sockwell         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Report on Sustainable Forestry            Against   Against    Shareholder
13    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

SOUTHERN COPPER CORPORATION

Ticker:       PCU            Security ID:  84265V105
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAY 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director German Larrea Mota-Velasco For       Withhold   Management
1.2   Elect Director Oscar Gonzalez Rocha       For       Withhold   Management
1.3   Elect Director Emilio Carrillo Gamboa     For       Withhold   Management
1.4   Elect Director Alfredo Casar Perez        For       Withhold   Management
1.5   Elect Director Alberto de la Parra Zavala For       Withhold   Management
1.6   Elect Director Xavier Garcia de Quevedo   For       Withhold   Management
      Topete
1.7   Elect Director Harold S. Handelsman       For       For        Management
1.8   Elect Director Genaro Larrea Mota-Velasco For       Withhold   Management
1.9   Elect Director Daniel Muniz Quintanilla   For       Withhold   Management
1.10  Elect Director Armando Ortega Gomez       For       Withhold   Management
1.11  Elect Director Luis Manuel Palomino       For       For        Management
      Bonilla
1.12  Elect Director Gilberto Perezalonso       For       For        Management
      Cifuentes
1.13  Elect Director Juan Rebolledo Gout        For       Withhold   Management
1.14  Elect Director Carlos Ruiz Sacristan      For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K. Burnes                  For       For        Management
1.2   Elect Director P. Coym                    For       For        Management
1.3   Elect Director N. Darehshori              For       For        Management
1.4   Elect Director A. Fawcett                 For       For        Management
1.5   Elect Director D. Gruber                  For       For        Management
1.6   Elect Director L. Hill                    For       For        Management
1.7   Elect Director C. LaMantia                For       For        Management
1.8   Elect Director R. Logue                   For       For        Management
1.9   Elect Director M. Miskovic                For       For        Management
1.10  Elect Director R. Sergel                  For       For        Management
1.11  Elect Director R. Skates                  For       For        Management
1.12  Elect Director G. Summe                   For       For        Management
1.13  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Auditor from Providing Non-Audit    Against   Against    Shareholder
      Services


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

TEMPUR-PEDIC INTERNATIONAL, INC

Ticker:       TPX            Security ID:  88023U101
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Thomas Bryant           For       For        Management
1.2   Elect Director Francis A. Doyle           For       For        Management
1.3   Elect Director John Heil                  For       For        Management
1.4   Elect Director Peter K. Hoffman           For       For        Management
1.5   Elect Director Sir Paul Judge             For       Withhold   Management
1.6   Elect Director Nancy F. Koehn             For       For        Management
1.7   Elect Director Christopher A. Masto       For       For        Management
1.8   Elect Director P. Andrews McLane          For       For        Management
1.9   Elect Director Robert B. Trussell, Jr.    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

TEXAS INSTRUMENTS, INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Adams             For       For        Management
2     Elect Director David L. Boren             For       For        Management
3     Elect Director Daniel A. Carp             For       For        Management
4     Elect Director Carrie S. Cox              For       For        Management
5     Elect Director David R. Goode             For       For        Management
6     Elect Director Pamela H. Patsley          For       For        Management
7     Elect Director Wayne R. Sanders           For       For        Management
8     Elect Director Ruth J. Simmons            For       For        Management
9     Elect Director Richard K. Templeton       For       For        Management
10    Elect Director Christine Todd Whitman     For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require Director Nominee Qualifications   Against   Against    Shareholder


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

TJX COMPANIES, INC., THE

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jose B. Alvarez            For       For        Management
1.2   Elect Director Alan M. Bennett            For       For        Management
1.3   Elect Director David A. Brandon           For       Withhold   Management
1.4   Elect Director Bernard Cammarata          For       For        Management
1.5   Elect Director David T. Ching             For       For        Management
1.6   Elect Director Michael F. Hines           For       For        Management
1.7   Elect Director Amy B. Lane                For       For        Management
1.8   Elect Director Carol Meyrowitz            For       For        Management
1.9   Elect Director John F. O'Brien            For       For        Management
1.10  Elect Director Robert F. Shapiro          For       For        Management
1.11  Elect Director Willow B. Shire            For       For        Management
1.12  Elect Director Fletcher H. Wiley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Implement MacBride Principles             Against   Against    Shareholder


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

TOTAL SYSTEM SERVICES, INC.

Ticker:       TSS            Security ID:  891906109
Meeting Date: NOV 29, 2007   Meeting Type: Special
Record Date:  NOV 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Corporate Purpose                   For       For        Management
2     Authorize New Class of Preferred Stock    For       Against    Management
3     Company Specific--Provide the Board of    For       Against    Management
      Directors Fix the Number of Directors
4     Company-Specific--Provide Directors may   For       Against    Management
      be Removed Only for Cause and Decrease
      the Required Shareholder Vote for Removal
      of Directors
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Eliminate Right to Act by Written Consent For       For        Management
9     Allow Board to Consider Stakeholder       For       Against    Management
      Interests
10    Amend Director Liability Provisions       For       For        Management
11    Reduce Supermajority Vote Requirement     For       For        Management
12    Company-Specific--Eliminate the           For       Against    Management
      Shareholders Ability to Fix the Number of
      Directors
13    Reduce Supermajority Vote Requirement     For       For        Management
14    Company-Specific--Provide Directors may   For       Against    Management
      be Removed Only for Cause and Decrease
      the Required Shareholder Vote for Removal
      of Directors
15    Reduce Supermajority Vote Requirement     For       For        Management
16    Approve Omnibus Stock Plan                For       For        Management


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

TRANSOCEAN INC.

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

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


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

TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan L. Beller             For       For        Management
1.2   Elect Director John H. Dasburg            For       For        Management
1.3   Elect Director Janet M. Dolan             For       For        Management
1.4   Elect Director Kenneth M. Duberstein      For       For        Management
1.5   Elect Director Jay S. Fishman             For       For        Management
1.6   Elect Director Lawrence G. Graev          For       For        Management
1.7   Elect Director Patricia L. Higgins        For       For        Management
1.8   Elect Director Thomas R. Hodgson          For       For        Management
1.9   Elect Director Cleve L. Killingsworth,    For       For        Management
      Jr.
1.10  Elect Director Robert I. Lipp             For       For        Management
1.11  Elect Director Blythe J. McGarvie         For       For        Management
1.12  Elect Director Glen D. Nelson, M.D.       For       For        Management
1.13  Elect Director Laurie J. Thomsen          For       For        Management
2     Ratify Auditors                           For       For        Management


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Douglas M. Baker, Jr.      For       For        Management
2     Elect Director Joel W. Johnson            For       For        Management
3     Elect Director David B. O'Maley           For       For        Management
4     Elect Director O'Dell M. Owens            For       For        Management
5     Elect Director Craig D. Schnuck           For       For        Management
6     Ratify Auditors                           For       For        Management
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Require Independent Board Chairman        Against   Against    Shareholder


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

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  FEB 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Andrew H. Card, Jr.        For       For        Management
2     Elect Director Erroll B. Davis, Jr.       For       For        Management
3     Elect Director Thomas J. Donohue          For       For        Management
4     Elect Director Archie W. Dunham           For       For        Management
5     Elect Director Judith Richards Hope       For       For        Management
6     Elect Director Charles C. Krulak          For       For        Management
7     Elect Director Michael W. McConnell       For       For        Management
8     Elect Director Thomas F. McLarty III      For       For        Management
9     Elect Director Steven R. Rogel            For       For        Management
10    Elect Director James R. Young             For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Authorized Common Stock          For       For        Management
13    Report on Political Contributions         Against   For        Shareholder


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

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


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard L. Carrion         For       For        Management
2     Elect Director M. Frances Keeth           For       For        Management
3     Elect Director Robert W. Lane             For       For        Management
4     Elect Director Sandra O. Moose            For       For        Management
5     Elect Director Joseph Neubauer            For       For        Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Thomas H. O'Brien          For       For        Management
8     Elect Director Clarence Otis, Jr.         For       For        Management
9     Elect Director Hugh B. Price              For       For        Management
10    Elect Director Ivan G. Seidenberg         For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director John R. Stafford           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Gender Identity
16    Require Independent Board Chairman        Against   Against    Shareholder


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian P. Anderson          For       For        Management
1.2   Elect Director Wilbur H. Gantz            For       For        Management
1.3   Elect Director V. Ann Hailey              For       For        Management
1.4   Elect Director William K. Hall            For       For        Management
1.5   Elect Director Richard L. Keyser          For       For        Management
1.6   Elect Director Stuart L. Levenick         For       For        Management
1.7   Elect Director John W. McCarter, Jr.      For       For        Management
1.8   Elect Director Neil S. Novich             For       For        Management
1.9   Elect Director Michael J. Roberts         For       For        Management
1.10  Elect Director Gary L. Rogers             For       For        Management
1.11  Elect Director James T. Ryan              For       For        Management
1.12  Elect Director James D. Slavik            For       For        Management
1.13  Elect Director Harold B. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director David D. Glass             For       For        Management
8     Elect Director Gregory B. Penner          For       For        Management
9     Elect Director Allen I. Questrom          For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Arne M. Sorenson           For       For        Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Approve Executive Incentive Bonus Plan    For       For        Management
17    Ratify Auditors                           For       For        Management
18    Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
19    Pay For Superior Performance              Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
22    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
23    Report on Political Contributions         Against   For        Shareholder
24    Report on Social and Reputation Impact of Against   Against    Shareholder
      Failure to Comply with ILO Conventions
25    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 6, 2008    Meeting Type: Annual
Record Date:  JAN 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Susan E.  Arnold           For       For        Management
2     Elect Director John E.  Bryson            For       For        Management
3     Elect Director John S.  Chen              For       For        Management
4     Elect Director Judith L.  Estrin          For       For        Management
5     Elect Director Robert A. Iger             For       For        Management
6     Elect Director Steven P. Jobs             For       Against    Management
7     Elect Director Fred H. Langhammer         For       For        Management
8     Elect Director Aylwin B. Lewis            For       For        Management
9     Elect Director Monica C. Lozano           For       For        Management
10    Elect Director Robert W. Matschullat      For       For        Management
11    Elect Director John E. Pepper, Jr.        For       For        Management
12    Elect Director Orin C. Smith              For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       For        Management
15    Amend Executive Incentive Bonus Plan      For       For        Management


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

WELLPOINT INC

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

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




======================= CAPITAL ONE MID-CAP EQUITY FUND ========================


A.G. EDWARDS, INC.

Ticker:       AGE            Security ID:  281760108
Meeting Date: SEP 28, 2007   Meeting Type: Special
Record Date:  AUG 13, 2007

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


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

AIRGAS, INC.

Ticker:       ARG            Security ID:  009363102
Meeting Date: AUG 7, 2007    Meeting Type: Annual
Record Date:  JUN 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Thacher Brown           For       Withhold   Management
1.2   Elect Director Richard C. III             For       Withhold   Management
1.3   Elect Director Peter Mccausland           For       Withhold   Management
1.4   Elect Director John C. Van Roden, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALLIED WASTE INDUSTRIES, INC.

Ticker:       AW             Security ID:  019589308
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David P. Abney             For       For        Management
1.2   Elect Director Charles H. Cotros          For       For        Management
1.3   Elect Director James W. Crownover         For       For        Management
1.4   Elect Director William J. Flynn           For       For        Management
1.5   Elect Director David I. Foley             For       For        Management
1.6   Elect Director Nolan Lehmann              For       For        Management
1.7   Elect Director Leon J. Level              For       For        Management
1.8   Elect Director James A. Quella            For       Withhold   Management
1.9   Elect Director John M. Trani              For       For        Management
1.10  Elect Director John J. Zillmer            For       For        Management
2     Ratify Auditors                           For       For        Management


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

AMERICAN CAPITAL STRATEGIES, LTD.

Ticker:       ACAS           Security ID:  024937104
Meeting Date: MAY 19, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary C. Baskin             For       For        Management
1.2   Elect Director Neil M. Hahl               For       For        Management
1.3   Elect Director Philip R. Harper           For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Stan Lundine               For       For        Management
1.6   Elect Director Kenneth D. Peterson        For       For        Management
1.7   Elect Director Alvin N. Puryear           For       For        Management
1.8   Elect Director Malon Wilkus               For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3     Approve Stock Option Plan                 For       For        Management
4     Amend Incentive Bonus Plan                For       Against    Management
5     Approve Issuance of Convertible Debt      For       For        Management
      Securities or Preferred Stock
6     Change Company Name                       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Other Business                            For       Against    Management


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

AMERICAN GREETINGS CORP.

Ticker:       AM             Security ID:  026375105
Meeting Date: JUN 27, 2008   Meeting Type: Annual
Record Date:  MAY 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey D. Dunn            For       For        Management
1.2   Elect Director Michael J. Merriman, Jr.   For       Withhold   Management
1.3   Elect Director Morry Weiss                For       Withhold   Management
2     Amend Articles of Incorporation to Opt    For       For        Management
      Out of the Ohio Merger Moratorium Statute
3     Eliminate Cumulative Voting               For       Against    Management
4     Amend Articles of Incorporation to        For       For        Management
      Modernize and Clarify Amendments
5     Amend Code of Regulations to Modernize    For       For        Management
      and Provide Clarity
6     Require Advance Notice for Shareholder    For       For        Management
      Proposals/Nominations
7     Fix Number of Directors                   For       For        Management
8     Amend Articles of Incorporation to Opt    For       For        Management
      Out of the Ohio Control Share Acquisition
      Act
9     Amend Vote Requirements to Amend the Code For       Against    Management
      of Regulations


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

APPLERA CORP

Ticker:       ABI            Security ID:  038020103
Meeting Date: OCT 18, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Ayers           For       For        Management
1.2   Elect Director Jean-Luc Belingard         For       Withhold   Management
1.3   Elect Director Robert H. Hayes            For       For        Management
1.4   Elect Director Arnold J. Levine           For       For        Management
1.5   Elect Director William H. Longfield       For       For        Management
1.6   Elect Director Elaine R. Mardis           For       For        Management
1.7   Elect Director Theodore E. Martin         For       For        Management
1.8   Elect Director Carolyn W. Slayman         For       For        Management
1.9   Elect Director James R. Tobin             For       For        Management
1.10  Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

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


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

AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eleanor Baum              For       For        Management
1.2   Elect  Director J. Veronica Biggins       For       For        Management
1.3   Elect  Director Lawrence W. Clarkson      For       For        Management
1.4   Elect  Director Ehud Houminer             For       For        Management
1.5   Elect  Director James A. Lawrence         For       For        Management
1.6   Elect  Director Frank R. Noonan           For       For        Management
1.7   Elect  Director Ray M. Robinson           For       For        Management
1.8   Elect  Director Gary L. Tooker            For       For        Management
1.9   Elect  Director Roy Vallee                For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

BANK OF HAWAII CORP.

Ticker:       BOH            Security ID:  062540109
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect Director S. Haunani Apoliona        For       For        Management
2.2   Elect Director Mary G.F. Bitterman        For       For        Management
2.3   Elect Director Michael J. Chun            For       For        Management
2.4   Elect Director Clinton R. Churchill       For       For        Management
2.5   Elect Director David A. Heenan            For       For        Management
2.6   Elect Director Robert Huret               For       For        Management
2.7   Elect Director Allan R. Landon            For       For        Management
2.8   Elect Director Kent T. Lucien             For       For        Management
2.9   Elect Director Martin A. Stein            For       For        Management
2.10  Elect Director Donald M. Takaki           For       For        Management
2.11  Elect Director Barbara J. Tanabe          For       For        Management
2.12  Elect Director Robert W. Wo, Jr.          For       For        Management
3     Ratify Auditors                           For       For        Management


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

BARNES & NOBLE, INC.

Ticker:       BKS            Security ID:  067774109
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 16, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen Riggio            For       For        Management
1.2   Elect  Director George Campbell, Jr.      For       For        Management
1.3   Elect  Director Margaret T. Monaco        For       For        Management
1.4   Elect  Director William F. Reilly         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

BJ WHOLESALE CLUB, INC

Ticker:       BJ             Security ID:  05548J106
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Paul Danos, Ph.D.          For       For        Management
2     Elect Director Laura Sen                  For       For        Management
3     Elect Director Michael J. Sheehan         For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Amend Executive Incentive Bonus Plan      For       For        Management
6     Ratify Auditors                           For       For        Management


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

BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: AUG 21, 2007   Meeting Type: Annual
Record Date:  JUL 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Garland Cupp            For       For        Management
1.2   Elect Director Robert E. Beauchamp        For       For        Management
1.3   Elect Director Jon E. Barfield            For       For        Management
1.4   Elect Director Meldon K. Gafner           For       For        Management
1.5   Elect Director Lew W. Gray                For       For        Management
1.6   Elect Director P. Thomas Jenkins          For       For        Management
1.7   Elect Director Kathleen A. O'Neil         For       For        Management
1.8   Elect Director George F. Raymond          For       For        Management
1.9   Elect Director Thomas J. Smach            For       For        Management
1.10  Elect Director Tom C. Tinsley             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

BOB EVANS FARMS, INC.

Ticker:       BOBE           Security ID:  096761101
Meeting Date: SEP 10, 2007   Meeting Type: Annual
Record Date:  JUL 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael J. Gasser          For       For        Management
2     Elect Director E.W. (Bill) Ingram, III    For       For        Management
3     Elect Director Bryan G. Stockton          For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management


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

CABOT OIL & GAS CORP.

Ticker:       COG            Security ID:  127097103
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dan O. Dinges              For       For        Management
1.2   Elect Director William P. Vititoe         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CATALINA MARKETING CORP.

Ticker:       POS            Security ID:  148867104
Meeting Date: AUG 13, 2007   Meeting Type: Special
Record Date:  JUN 28, 2007

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


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

CELANESE CORP.

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Martin G. McGuinn          For       For        Management
2     Elect Director Daniel S. Sanders          For       For        Management
3     Elect Director John K. Wulff              For       For        Management
4     Ratify Auditors                           For       For        Management


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

CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Virginia Boulet            For       For        Management
1.2   Elect Director Calvin Czeschin            For       For        Management
1.3   Elect Director James B. Gardner           For       For        Management
1.4   Elect Director Gregory J. McCray          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

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


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

CON-WAY INC

Ticker:       CNW            Security ID:  205944101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Murray          For       Withhold   Management
1.2   Elect Director Robert D. Rogers           For       For        Management
1.3   Elect DirectorWilliam J. Schroeder        For       For        Management
1.4   Elect Director Chelsea C. White III       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

COOPER TIRE & RUBBER CO.

Ticker:       CTB            Security ID:  216831107
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Laurie J. Breininger       For       For        Management
1.2   Elect Director Steven M. Chapman          For       For        Management
1.3   Elect Director Richard L. Wambold         For       For        Management
2     Ratify Auditors                           For       For        Management


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

COVENTRY HEALTH CARE INC.

Ticker:       CVH            Security ID:  222862104
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel Ackerman              For       For        Management
1.2   Elect Director Lawrence N. Kugelman       For       For        Management
1.3   Elect Director Dale B. Wolf               For       For        Management
2     Ratify Auditors                           For       For        Management


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

CULLEN/FROST BANKERS, INC.

Ticker:       CFR            Security ID:  229899109
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Denny Alexander         For       For        Management
1.2   Elect Director Carlos Alvarez             For       For        Management
1.3   Elect Director Royce S. Caldwell          For       For        Management
1.4   Elect Director Ida Clement Steen          For       For        Management
2     Ratify Auditors                           For       For        Management


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

CUMMINS , INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert J. Darnall          For       For        Management
2     Elect Director Robert K. Herdman          For       For        Management
3     Elect Director Alexis M. Herman           For       For        Management
4     Elect Director F. Joseph Loughrey         For       For        Management
5     Elect Director William I. Miller          For       For        Management
6     Elect Director Georgia R. Nelson          For       For        Management
7     Elect Director Theodore M. Solso          For       For        Management
8     Elect Director Carl Ware                  For       For        Management
9     Elect Director J. Lawrence Wilson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Increase Authorized Common Stock          For       For        Management
12    Adopt ILO Based Policies                  Against   Against    Shareholder


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

CYPRESS SEMICONDUCTOR CORP.

Ticker:       CY             Security ID:  232806109
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T.J. Rodgers               For       For        Management
1.2   Elect Director W. Steve Albrecht          For       For        Management
1.3   Elect Director Eric A. Benhamou           For       For        Management
1.4   Elect Director Lloyd Carney               For       For        Management
1.5   Elect Director James R. Long              For       For        Management
1.6   Elect Director J. Daniel Mccranie         For       For        Management
1.7   Elect Director Evert Van De Ven           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

DUN & BRADSTREET CORP, THE

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven W. Alesio           For       For        Management
1.2   Elect Director Naomi O. Seligman          For       For        Management
1.3   Elect Director Michael J. Winkler         For       For        Management
2     Ratify Auditors                           For       For        Management


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

ENERGEN CORP.

Ticker:       EGN            Security ID:  29265N108
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth W. Dewey          For       For        Management
1.2   Elect  Director James S.M. French         For       For        Management
1.3   Elect  Director James T. Mcmanus, II      For       For        Management
1.4   Elect  Director David W. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management


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

ENERGIZER HOLDINGS, INC.

Ticker:       ENR            Security ID:  29266R108
Meeting Date: JAN 28, 2008   Meeting Type: Annual
Record Date:  NOV 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ward M. Klein              For       For        Management
1.2   Elect Director Richard A. Liddy           For       For        Management
1.3   Elect Director W. Patrick Mcginnis        For       For        Management
1.4   Elect Director Joe R. Micheletto          For       For        Management


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Gallagher       For       For        Management
1.2   Elect  Director William F. Galtney, Jr.   For       For        Management
2     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2008 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES.
3     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      BYE-LAWS TO ALLOW THE COMPANY TO HOLD
      TREASURY SHARES.


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

EXPEDIA INC

Ticker:       EXPE           Security ID:  30212P105
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A.G. (Skip) Battle         For       For        Management
1.2   Elect Director Simon J. Breakwell         For       Withhold   Management
1.3   Elect Director Barry Diller               For       Withhold   Management
1.4   Elect Director Jonathan L. Dolgen         For       For        Management
1.5   Elect Director William R. Fitzgerald      For       Withhold   Management
1.6   Elect Director Craig A. Jacobson          For       For        Management
1.7   Elect Director Victor A. Kaufman          For       Withhold   Management
1.8   Elect Director Peter M. Kern              For       For        Management
1.9   Elect Director Dara Khosrowshahi          For       Withhold   Management
1.10  Elect Director John C. Malone             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 17, 2008   Meeting Type: Annual
Record Date:  NOV 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark R. Bernstein          For       For        Management
1.2   Elect Director Sharon Allred Decker       For       For        Management
1.3   Elect Director Edward C. Dolby            For       For        Management
1.4   Elect Director Glenn A. Eisenberg         For       For        Management
1.5   Elect Director Howard R. Levine           For       For        Management
1.6   Elect Director George R. Mahoney, Jr.     For       For        Management
1.7   Elect Director James G. Martin            For       For        Management
1.8   Elect Director Harvey Morgan              For       For        Management
1.9   Elect Director Dale C. Pond               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FIDELITY FUNDS

Ticker:       FDIXX          Security ID:  316175504
Meeting Date: APR 16, 2008   Meeting Type: Special
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Curvey            For       For        Management
1.2   Elect Director Albert R. Gamper, Jr.      For       For        Management
1.3   Elect Director George H. Heilmeier        For       For        Management
1.4   Elect Director Arthur E. Johnson          For       For        Management
1.5   Elect Director Edward C. Johnson 3d       For       For        Management
1.6   Elect Director James H. Keyes             For       For        Management
1.7   Elect Director Marie L. Knowles           For       For        Management
1.8   Elect Director Kenneth L. Wolfe           For       For        Management


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

FIRST NIAGARA FINANCIAL GROUP, INC.

Ticker:       FNFG           Security ID:  33582V108
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas E. Baker            For       For        Management
1.2   Elect Director G. Thomas Bowers           For       For        Management
1.3   Elect Director William H. (tony) Jones    For       For        Management
2     Ratify Auditors                           For       For        Management


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

FLORIDA ROCK INDUSTRIES, INC.

Ticker:       FRK            Security ID:  341140101
Meeting Date: AUG 14, 2007   Meeting Type: Special
Record Date:  JUL 13, 2007

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


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

FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ilesanmi Adesida           For       For        Management
2     Elect Director Peter J. Fluor             For       For        Management
3     Elect Director Joseph W. Prueher          For       For        Management
4     Elect Director Suzanne H. Woolsey         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Increase Authorized Common Stock          For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management


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

GLOBAL INDUSTRIES, LTD.

Ticker:       GLBL           Security ID:  379336100
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B.K. Chin                  For       For        Management
1.2   Elect Director John A. Clerico            For       For        Management
1.3   Elect Director Lawrence R. Dickerson      For       For        Management
1.4   Elect Director Edward P. Djerejian        For       For        Management
1.5   Elect Director Larry E. Farmer            For       For        Management
1.6   Elect Director Edgar G. Hotard            For       For        Management
1.7   Elect Director Richard A. Pattarozzi      For       For        Management
1.8   Elect Director James L. Payne             For       For        Management
1.9   Elect Director Michael J. Pollock         For       For        Management
1.10  Elect Director Cindy B. Taylor            For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Diane C. Creel             For       For        Management
1.2   Elect Director George A. Davidson, Jr.    For       For        Management
1.3   Elect Director Harris E. DeLoach, Jr.     For       For        Management
1.4   Elect Director James W. Griffith          For       For        Management
1.5   Elect Director William R. Holland         For       For        Management
1.6   Elect Director John P. Jumper             For       For        Management
1.7   Elect Director Marshall O. Larsen         For       For        Management
1.8   Elect Director Lloyd W. Newton            For       For        Management
1.9   Elect Director Douglas E. Olesen          For       For        Management
1.10  Elect Director Alfred M. Rankin, Jr.      For       For        Management
1.11  Elect Director A. Thomas Young            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

GRANITE CONSTRUCTION INC.

Ticker:       GVA            Security ID:  387328107
Meeting Date: MAY 19, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David H. Watts            For       For        Management
1.2   Elect  Director J. Fernando Niebla        For       For        Management
1.3   Elect  Director Gary M. Cusumano          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

HOLLY CORP.

Ticker:       HOC            Security ID:  435758305
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B.P. Berry                 For       For        Management
1.2   Elect Director M.P. Clifton               For       For        Management
1.3   Elect Director M.R. Hickerson             For       For        Management
1.4   Elect Director T.K. Matthews              For       For        Management
1.5   Elect Director R.G. McKenzie              For       For        Management
1.6   Elect Director J.P. Reid                  For       For        Management
1.7   Elect Director P.T. Stoffel               For       For        Management
2     Ratify Auditors                           For       For        Management


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

HORMEL FOODS CORP.

Ticker:       HRL            Security ID:  440452100
Meeting Date: JAN 29, 2008   Meeting Type: Annual
Record Date:  DEC 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terrell K. Crews           For       For        Management
1.2   Elect Director Jeffrey M. Ettinger        For       For        Management
1.3   Elect Director Jody H. Feragen            For       For        Management
1.4   Elect Director Luella G. Goldberg         For       For        Management
1.5   Elect Director Susan I. Marvin            For       For        Management
1.6   Elect Director John L. Morrison           For       For        Management
1.7   Elect Director Elsa A. Murano             For       For        Management
1.8   Elect Director Robert C. Nakasone         For       For        Management
1.9   Elect Director Ronald D. Pearson          For       For        Management
1.10  Elect Director Dakota A. Pippins          For       For        Management
1.11  Elect Director Gary J. Ray                For       For        Management
1.12  Elect Director Hugh C. Smith              For       For        Management
1.13  Elect Director John G. Turner             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

HOSPITALITY PROPERTIES TRUST

Ticker:       HPT            Security ID:  44106M102
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Harrington         For       Withhold   Management
1.2   Elect Director Barry M. Portnoy           For       Withhold   Management


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David A. Jones, Jr.        For       For        Management
2     Elect Director Frank A. D'Amelio          For       For        Management
3     Elect Director W. Roy Dunbar              For       For        Management
4     Elect Director Kurt J. Hilzinger          For       For        Management
5     Elect Director Michael B. McCallister     For       For        Management
6     Elect Director William J. McDonald        For       For        Management
7     Elect Director James J. O'Brien           For       For        Management
8     Elect Director W. Ann Reynolds            For       For        Management
9     Approve Executive Incentive Bonus Plan    For       For        Management
10    Ratify Auditors                           For       For        Management


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

IKON OFFICE SOLUTIONS, INC.

Ticker:       IKN            Security ID:  451713101
Meeting Date: FEB 27, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philip E. Cushing          For       For        Management
1.2   Elect Director Matthew J. Espe            For       For        Management
1.3   Elect Director Thomas R. Gibson           For       For        Management
1.4   Elect Director Richard A. Jalkut          For       For        Management
1.5   Elect Director Arthur E. Johnson          For       For        Management
1.6   Elect Director Kurt M. Landgraf           For       For        Management
1.7   Elect Director Gerald Luterman            For       For        Management
1.8   Elect Director William E. McCracken       For       For        Management
1.9   Elect Director William L. Meddaugh        For       For        Management
1.10  Elect Director Hellene S. Runtagh         For       For        Management
1.11  Elect Director Anthony P. Terracciano     For       For        Management
2     Ratify Auditors                           For       For        Management


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

IMCLONE SYSTEMS INC.

Ticker:       IMCL           Security ID:  45245W109
Meeting Date: AUG 2, 2007    Meeting Type: Annual
Record Date:  JUL 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew R. J. Bonfield      For       For        Management
1.2   Elect Director Alexander J. Denner        For       Withhold   Management
1.3   Elect Director Thomas F. Deuel            For       For        Management
1.4   Elect Director Jules Haimovitz            For       For        Management
1.5   Elect Director Carl C. Icahn              For       For        Management
1.6   Elect Director Peter S. Liebert           For       For        Management
1.7   Elect Director Richard C. Mulligan        For       For        Management
1.8   Elect Director David Sidransky            For       For        Management
1.9   Elect Director Charles Woler              For       For        Management
2     Ratify Auditors                           For       For        Management


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

INGRAM MICRO, INC.

Ticker:       IM             Security ID:  457153104
Meeting Date: JUN 4, 2008    Meeting Type: Annual
Record Date:  APR 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard I. Atkins           For       For        Management
1.2   Elect Director Leslie S. Heisz            For       For        Management
1.3   Elect Director Martha Ingram              For       For        Management
1.4   Elect Director Linda Fayne Levinson       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Ticker:       IFF            Security ID:  459506101
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Margaret Hayes Adame       For       For        Management
1.2   Elect Director Robert M. Amen             For       For        Management
1.3   Elect Director Gunter Blobel              For       For        Management
1.4   Elect Director Marcello Bottoli           For       For        Management
1.5   Elect Director Linda B. Buck              For       For        Management
1.6   Elect Director J. Michael Cook            For       For        Management
1.7   Elect Director Peter A. Georgescu         For       For        Management
1.8   Elect Director Alexandra A. Herzan        For       For        Management
1.9   Elect Director Henry W. Howell, Jr.       For       For        Management
1.10  Elect Director Arthur C. Martinez         For       For        Management
1.11  Elect Director Burton M. Tansky           For       For        Management
2     Ratify Auditors                           For       For        Management


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

JONES LANG LASALLE, INC.

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

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


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

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


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

LENNOX INTERNATIONAL, INC.

Ticker:       LII            Security ID:  526107107
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Byrne            For       For        Management
1.2   Elect  Director John W. Norris, III       For       For        Management
1.3   Elect  Director Paul W. Schmidt           For       For        Management
2     Ratify Auditors                           For       For        Management


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael J. Dolan           For       For        Management
2     Elect Director Robert A. Eckert           For       For        Management
3     Elect Director Frances D. Fergusson       For       For        Management
4     Elect Director Tully M. Friedman          For       For        Management
5     Elect Director Dominic Ng                 For       For        Management
6     Elect Director Vasant M. Prabhu           For       For        Management
7     Elect Director Andrea L. Rich             For       For        Management
8     Elect Director Ronald L. Sargent          For       For        Management
9     Elect Director Dean A. Scarborough        For       For        Management
10    Elect Director Christopher A. Sinclair    For       For        Management
11    Elect Director G. Craig Sullivan          For       For        Management
12    Elect Director Kathy Brittain White       For       For        Management
13    Ratify Auditors                           For       For        Management
14    Report on Product Safety and Working      Against   Against    Shareholder
      Conditions


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

MDU RESOURCES GROUP, INC.

Ticker:       MDU            Security ID:  552690109
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas Everist             For       For        Management
1.2   Elect Director Karen B. Fagg              For       For        Management
1.3   Elect Director Patricia L. Moss           For       For        Management
2     Ratify Auditors                           For       For        Management


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Blackmore            For       For        Management
1.2   Elect Director Nabeel Gareeb              For       For        Management
1.3   Elect Director Marshall Turner            For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Cleghorn           For       For        Management
1.2   Elect Director Charles M. Herington       For       For        Management
1.3   Elect Director David P. O'Brien           For       For        Management


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

NBTY, INC.

Ticker:       NTY            Security ID:  628782104
Meeting Date: FEB 25, 2008   Meeting Type: Annual
Record Date:  JAN 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott Rudolph              For       For        Management
1.2   Elect Director Peter J. White             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Stock Option Plan                 For       For        Management


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

NORTHEAST UTILITIES

Ticker:       NU             Security ID:  664397106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Booth           For       For        Management
1.2   Elect Director John S. Clarkeson          For       For        Management
1.3   Elect Director Cotton M. Cleveland        For       For        Management
1.4   Elect Director Sanford Cloud Jr.          For       For        Management
1.5   Elect Director James F. Cordes            For       For        Management
1.6   Elect Director E. Gail De Planque         For       For        Management
1.7   Elect Director John G. Graham             For       For        Management
1.8   Elect Director Elizabeth T. Kennan        For       For        Management
1.9   Elect Director Kenneth R. Leibler         For       For        Management
1.10  Elect Director Robert E. Patricelli       For       For        Management
1.11  Elect Director Charles W. Shivery         For       For        Management
1.12  Elect Director John W. Swope              For       For        Management
2     Ratify Auditors                           For       For        Management


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

NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence S. Coben          For       For        Management
1.2   Elect Director Paul W. Hobby              For       For        Management
1.3   Elect Director Herbert H. Tate            For       For        Management
1.4   Elect Director Walter R. Young            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

OHIO CASUALTY CORP.

Ticker:       OCAS           Security ID:  677240103
Meeting Date: AUG 8, 2007    Meeting Type: Special
Record Date:  JUN 28, 2007

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


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

PACKAGING CORPORATION OF AMERICA

Ticker:       PKG            Security ID:  695156109
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cheryl K. Beebe            For       For        Management
1.2   Elect Director Henry F. Frigon            For       For        Management
1.3   Elect Director Hasan Jameel               For       For        Management
1.4   Elect Director Samuel M. Mencoff          For       For        Management
1.5   Elect Director Roger B. Porter            For       For        Management
1.6   Elect Director Paul T. Stecko             For       For        Management
1.7   Elect Director Rayford K. Williamson      For       For        Management
2     Ratify Auditors                           For       For        Management


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

PHILLIPS-VAN HEUSEN CORP.

Ticker:       PVH            Security ID:  718592108
Meeting Date: JUN 19, 2008   Meeting Type: Annual
Record Date:  APR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Baglivo               For       For        Management
1.2   Elect Director Emanuel Chirico            For       For        Management
1.3   Elect Director Edward H. Cohen            For       For        Management
1.4   Elect Director Joseph B. Fuller           For       For        Management
1.5   Elect Director Margaret L. Jenkins        For       For        Management
1.6   Elect Director Bruce Maggin               For       For        Management
1.7   Elect Director V. James Marino            For       For        Management
1.8   Elect Director Henry Nasella              For       For        Management
1.9   Elect Director Rita M. Rodriguez          For       For        Management
1.10  Elect Director Craig Rydin                For       For        Management
2     Ratify Auditors                           For       For        Management


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

PLUM CREEK TIMBER COMPANY, INC.

Ticker:       PCL            Security ID:  729251108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Rick R. Holley             For       For        Management
2     Elect Director  Ian B. Davidson           For       For        Management
3     Elect Director Robin Josephs              For       For        Management
4     Elect Director John G. McDonald           For       For        Management
5     Elect Director  Robert B. McLeod          For       For        Management
6     Elect Director John F. Morgan, Sr.        For       For        Management
7     Elect Director John H. Scully             For       For        Management
8     Elect Director  Stephen C. Tobias         For       For        Management
9     Elect Director Martin A. White            For       For        Management
10    Ratify Auditors                           For       For        Management
11    Report on Political Contributions         Against   Against    Shareholder


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

POTLATCH CORP.

Ticker:       PCH            Security ID:  737630103
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John C. Knoll              For       For        Management
2     Elect Director John S. Moody              For       For        Management
3     Elect Director Lawrence S. Peiros         For       For        Management
4     Elect Director William T. Weyerhaeuser    For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Ratify Auditors                           For       For        Management


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

RADIOSHACK CORP.

Ticker:       RSH            Security ID:  750438103
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Belatti           For       For        Management
1.2   Elect Director Julian C. Day              For       For        Management
1.3   Elect Director Robert S. Falcone          For       For        Management
1.4   Elect Director Daniel R. Feehan           For       For        Management
1.5   Elect Director Richard J. Hernandez       For       For        Management
1.6   Elect Director H. Eugene Lockhart         For       For        Management
1.7   Elect Director Jack L. Messman            For       For        Management
1.8   Elect Director Thomas G. Plaskett         For       For        Management
1.9   Elect Director Edwina D. Woodbury         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  For       For        Shareholder
      of Directors


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

RF MICRO DEVICES, INC.

Ticker:       RFMD           Security ID:  749941100
Meeting Date: OCT 29, 2007   Meeting Type: Special
Record Date:  SEP 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Adjourn Meeting                           For       For        Management
3     Approve Increase in Size of Board         For       For        Management


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

ROSS STORES, INC.

Ticker:       ROST           Security ID:  778296103
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stuart G. Moldaw           For       For        Management
1.2   Elect Director George P. Orban            For       For        Management
1.3   Elect Director Donald H. Seiler           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

RUDDICK CORPORATION

Ticker:       RDK            Security ID:  781258108
Meeting Date: FEB 21, 2008   Meeting Type: Annual
Record Date:  DEC 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John P. Derham Cato        For       For        Management
1.2   Elect Director Isaiah Tidwell             For       For        Management
1.3   Elect Director William C. Warden, Jr.     For       For        Management
2     Approve Decrease in Size of Board from 12 For       For        Management
      to 11
3     Declassify the Board and Fix the Number   For       For        Management
      of Directors


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

RYDER SYSTEM, INC.

Ticker:       R              Security ID:  783549108
Meeting Date: MAY 2, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L. Patrick Hassey          For       For        Management
1.2   Elect Director Lynn M. Martin             For       For        Management
1.3   Elect Director Hansel E. Tookes, II       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

SCHOLASTIC CORP.

Ticker:       SCHL           Security ID:  807066105
Meeting Date: SEP 19, 2007   Meeting Type: Annual
Record Date:  AUG 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Barge            For       For        Management
1.2   Elect  Director John L. Davies            For       For        Management
1.3   Elect  Director John G. McDonald          For       For        Management


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

SEI INVESTMENT COMPANY

Ticker:       SEIC           Security ID:  784117103
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sarah W. Blumenstein      For       For        Management
1.2   Elect  Director Kathryn M. McCarthy       For       For        Management
1.3   Elect  Director Henry H. Porter, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management


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

STEEL DYNAMICS, INC.

Ticker:       STLD           Security ID:  858119100
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith E. Busse             For       For        Management
1.2   Elect Director Mark D. Millett            For       For        Management
1.3   Elect Director Richard P. Teets, Jr.      For       For        Management
1.4   Elect Director John C. Bates              For       For        Management
1.5   Elect Director Frank D. Byrne, M.D.       For       For        Management
1.6   Elect Director Paul B. Edgerley           For       For        Management
1.7   Elect Director Richard J. Freeland        For       For        Management
1.8   Elect Director Dr. Jurgen Kolb            For       For        Management
1.9   Elect Director James C. Marcuccilli       For       For        Management
1.10  Elect Director Daniel M. Rifkin           For       For        Management
1.11  Elect Director Joseph D. Ruffolo          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

STEELCASE INC.

Ticker:       SCS            Security ID:  858155203
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:  APR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Earl D. Holton             For       For        Management
1.2   Elect Director Michael J. Jandernoa       For       For        Management
1.3   Elect Director Peter M. Wege II           For       For        Management
1.4   Elect Director Kate Pew Wolters           For       For        Management


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

SUNPOWER CORP.

Ticker:       SPWR           Security ID:  867652109
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Steve Albrecht          For       For        Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director T.J. Rodgers               For       For        Management
1.4   Elect Director Thomas H. Werner           For       For        Management
1.5   Elect Director Pat Wood III               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

SYBASE, INC.

Ticker:       SY             Security ID:  871130100
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Chen               For       For        Management
1.2   Elect Director Michael A. Daniels         For       For        Management
1.3   Elect Director Alan B. Salisbury          For       For        Management
2     Ratify Auditors                           For       For        Management


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

TECHNE CORP.

Ticker:       TECH           Security ID:  878377100
Meeting Date: OCT 25, 2007   Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect Director Thomas E. Oland            For       For        Management
2.2   Elect Director Roger C. Lucas, Ph.D.      For       For        Management
2.3   Elect Director Howard V. O'Connell        For       For        Management
2.4   Elect Director G. Arthur Herbert          For       For        Management
2.5   Elect Director R.C. Steer, M.D., Ph.D.    For       For        Management
2.6   Elect Director Robert V. Baumgartner      For       For        Management
2.7   Elect Director C.A. Dinarello, M.D.       For       For        Management
2.8   Elect Director K.A. Holbrook, Ph.D.       For       For        Management


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

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433100
Meeting Date: JUL 26, 2007   Meeting Type: Annual
Record Date:  JUN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory P. Josefowicz      For       For        Management
1.2   Elect Director Christopher D. O'Leary     For       For        Management
1.3   Elect Director Mitchell H. Saranow        For       For        Management
1.4   Elect Director Herbert S. Wander          For       For        Management
2     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
3     Ratify Auditors                           For       For        Management


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

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433100
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory P. Josefowicz      For       For        Management
1.2   Elect Director Christopher  D. O'Leary    For       For        Management
1.3   Elect Director Mitchell H. Saranow        For       For        Management
1.4   Elect Director Herbert S. Wander          For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

TESORO CORP.

Ticker:       TSO            Security ID:  881609101
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert W. Goldman          For       For        Management
1.2   Elect Director Steven H. Grapstein        For       For        Management
1.3   Elect Director William J. Johnson         For       For        Management
1.4   Elect Director Rodney F. Chase            For       For        Management
1.5   Elect Director Donald H. Schmude          For       For        Management
1.6   Elect Director Bruce A. Smith             For       For        Management
1.7   Elect Director John F. Bookout, III       For       For        Management
1.8   Elect Director Michael E. Wiley           For       For        Management
1.9   Elect Director J.W. (Jim) Nokes           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

TIDEWATER INC.

Ticker:       TDW            Security ID:  886423102
Meeting Date: JUL 12, 2007   Meeting Type: Annual
Record Date:  MAY 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Dumoulin        For       For        Management
1.2   Elect Director J. Wayne Leonard           For       For        Management
1.3   Elect Director Dean E. Taylor             For       For        Management
2     Ratify Auditors                           For       For        Management


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian P. Anderson          For       For        Management
1.2   Elect Director Wilbur H. Gantz            For       For        Management
1.3   Elect Director V. Ann Hailey              For       For        Management
1.4   Elect Director William K. Hall            For       For        Management
1.5   Elect Director Richard L. Keyser          For       For        Management
1.6   Elect Director Stuart L. Levenick         For       For        Management
1.7   Elect Director John W. McCarter, Jr.      For       For        Management
1.8   Elect Director Neil S. Novich             For       For        Management
1.9   Elect Director Michael J. Roberts         For       For        Management
1.10  Elect Director Gary L. Rogers             For       For        Management
1.11  Elect Director James T. Ryan              For       For        Management
1.12  Elect Director James D. Slavik            For       For        Management
1.13  Elect Director Harold B. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management
</PRE>

CAPITAL ONE CASH RESERVE FUND

There were no matters relating to a portfolio security considered at any

shareholder meeting held during the period covered by this report and with

respect to which the fund named above was entitled to vote.

CAPITAL ONE LOUISIANA MUNICIPAL INCOME FUND

There were no matters relating to a portfolio security considered at any

shareholder meeting held during the period covered by this report and with

respect to which the fund named above was entitled to vote.

CAPITAL ONE TOTAL RETURN BOND FUND

There were no matters relating to a portfolio security considered at any

shareholder meeting held during the period covered by this report and with

respect to which the fund named above was entitled to vote.

CAPITAL ONE U.S. GOVERNMENT INCOME FUND

There were no matters relating to a portfolio security considered at any

shareholder meeting held during the period covered by this report and with

respect to which the fund named above was entitled to vote.

CAPITAL ONE U.S. TREASURY MONEY MARKET FUND

There were no matters relating to a portfolio security considered at any

shareholder meeting held during the period covered by this report and with

respect to which the fund named above was entitled to vote.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Capital One Funds
By (Signatures and Title)*	/s/ Richard L. Chauvin
	Richard L. Chauvin, President

Date: August 13, 2008

* Print the name and title of each signing officer under his or her signature.