U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number  811-00266
                                    -----------------------

Tri-Continental Corporation
---------------------------
(Exact name of registrant as specified charter)

100 Park Avenue, New York, NY  10017
-----------------------------------------------------------
(Address of principal executive offices) (Zip code)

Lawrence P. Vogel, Treasurer
100 Park Avenue, New York, NY  10017
-----------------------------------------------------------
(Name and address of agent for service)

Registrant's telephone number, including area code: 212-850-1864
                                                    Toll Free:  800-221-2450

Date of fiscal year end:  12/31
Date of reporting period:  7/1/2006 - 6/30/2007


========================= TRI-CONTINENTAL CORPORATION ==========================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director George W. Buckley          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director W. James Farrell           For       For        Management
1.6   Elect Director Herbert L. Henkel          For       For        Management
1.7   Elect Director Edward M. Liddy            For       For        Management
1.8   Elect Director Robert S. Morrison         For       For        Management
1.9   Elect Director Aulana L. Peters           For       For        Management
1.10  Elect Director Rozanne L. Ridgway         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Rescind Fair Price Provision              For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Pay For Superior Performance              Against   Against    Shareholder



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ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: SEP 14, 2006   Meeting Type: Annual
Record Date:  JUL 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kotick           For       Withhold   Management
1.2   Elect Director Brian G. Kelly             For       Withhold   Management
1.3   Elect Director Ronald Doornink            For       Withhold   Management
1.4   Elect Director Robert J. Corti            For       Withhold   Management
1.5   Elect Director Barbara S. Isgur           For       Withhold   Management
1.6   Elect Director Robert J. Morgado          For       Withhold   Management
1.7   Elect Director Peter J. Nolan             For       Withhold   Management
1.8   Elect Director Richard Sarnoff            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Board Diversity                  Against   Abstain    Shareholder
4     Other Business                            For       Against    Management

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AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank M. Clark             For       For        Management
1.2   Elect Director Betsy Z. Cohen             For       For        Management
1.3   Elect Director Molly J. Coye, M.D.        For       For        Management
1.4   Elect Director Barbara Hackman Franklin   For       For        Management
1.5   Elect Director Jeffrey E. Garten          For       For        Management
1.6   Elect Director Earl G. Graves, Sr.        For       For        Management
1.7   Elect Director Gerald Greenwald           For       For        Management
1.8   Elect Director Ellen M. Hancock           For       For        Management
1.9   Elect Director Edward J. Ludwig           For       For        Management
1.10  Elect Director Joseph P. Newhouse         For       For        Management
1.11  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company Specific-Majority Vote Standard   For       For        Management
      for the Election of Directors in
      Uncontested Election
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
5     Require Director Nominee Qualifications   Against   Against    Shareholder



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

ALCATEL-LUCENT

Ticker:       ALU            Security ID:  013904305
Meeting Date: JUN 1, 2007    Meeting Type: Annual
Record Date:  APR 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE FINANCIAL STATEMENTS FOR  For       For        Management
      THE FISCAL YEAR ENDED DECEMBER 31, 2006.
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       For        Management
      STATEMENTS FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 2006.
3     RESULTS FOR THE FISCAL YEAR -             For       For        Management
      APPROPRIATION.
4     SETTLING OF ATTENDANCE FEES ATTRIBUTED TO For       For        Management
      THE DIRECTORS.
5     SETTLING OF THE REMUNERATION ATTRIBUTED   For       For        Management
      TO THE CENSEURS.
6     RATIFICATION OF THE APPOINTMENT OF LADY   For       Against    Management
      JAY AS MEMBER OF THE BOARD OF DIRECTORS.
7     RATIFICATION OF THE APPOINTMENT OF MR     For       Against    Management
      JEAN-CYRIL SPINETTA AS MEMBER OF THE
      BOARD OF DIRECTORS.
8     APPROVAL OF RELATED PARTY AGREEMENTS      For       For        Management
      ENTERED INTO OR WHICH REMAINED IN FORCE
      DURING THE FISCAL YEAR.
9     APPROVAL OF AGREEMENTS WITH THE CHIEF     For       For        Management
      EXECUTIVE OFFICER.
10    AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       For        Management
      DIRECTORS TO ALLOW THE COMPANY TO
      PURCHASE AND SELL ITS OWN SHARES.
11    AUTHORIZATION TO BE GIVEN TO THE BOARD OF For       For        Management
      DIRECTORS TO REDUCE THE SHARE CAPITAL OF
      THE COMPANY.
12    DELEGATION OF AUTHORITY TO THE BOARD OF   For       For        Management
      DIRECTORS TO PROCEED WITH (I) THE ISSUE
      WITHOUT CANCELLATION OF PREFERENTIAL
      SUBSCRIPTION RIGHTS OF ORDINARY SHARES
      AND OF SECURITIES CONFERRING AN IMMEDIATE
      OR FUTURE RIGHT TO THE SHARE CAPITAL OF
      THE COMPANY OR O
13    DELEGATION OF AUTHORITY TO THE BOARD OF   For       For        Management
      DIRECTORS TO PROCEED WITH THE ISSUE OF
      CANCELLATION OF PREFERENTIAL SUBSCRIPTION
      RIGHTS, OF (I) ORDINARY SHARES AND ANY
      SECURITIES CONFERRING AN IMMEDIATE OR
      FUTURE RIGHT TO THE SHARE CAPITAL OF THE
      COMPANY OR OF I
14    DELEGATION OF AUTHORITY TO THE BOARD OF   For       For        Management
      DIRECTORS TO CARRY OUT A SHARE CAPITAL
      INCREASE TO REMUNERATE CONTRIBUTIONS IN
      KIND OF CAPITAL STOCK OR MARKETABLE
      SECURITIES GIVING ACCESS TO THE CAPITAL
      OF THIRD-PARTY COMPANIES.
15    AGGREGATE LIMIT TO THE AMOUNT OF          For       For        Management
      ISSUANCES CARRIED OUT BY VIRTUE OF THE
      12TH, 13TH, AND 14TH RESOLUTIONS.
16    DELEGATION OF AUTHORITY GRANTED TO THE    For       For        Management



      BOARD OF DIRECTORS TO DECIDE ON THE DISPOSAL OR INCREASE OF SHARE CAPITAL
      BY THE ISSUANCES OF SHARES RESERVED TO THE PARTICIPANTS IN A COMPANY
      SAVINGS PLAN.
17    AUTHORIZATION GIVEN TO THE BOARD OF       For       For        Management
      DIRECTORS FOR A FREE BONUS ISSUE OF
      EXISTING SHARES OR OF SHARES TO BE
      ISSUED BY THE COMPANY.
18    MODIFICATION OF BY-LAWS  ARTICLE NUMBER   For       For        Management
      21 RELATING TO SHAREHOLDERS  MEETINGS.
19    POWERS.                                   For       For        Management
20    RESOLUTION A PROPOSED BY SHAREHOLDERS -   Against   For        Shareholder
      NOT AGREED BY THE BOARD OF DIRECTORS:
      MODIFICATION OF ARTICLE 22 OF THE
      BY-LAWS; CANCELLATION OF THE PROVISIONS
      LIMITING VOTING RIGHTS.
21    AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT For       Against    Management
      THE MEETING.

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

ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  JAN 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       For        Management
1.2   Elect Director Carlos Ghosn               For       For        Management
1.3   Elect Director Henry B. Schacht           For       For        Management
1.4   Elect Director Franklin A. Thomas         For       For        Management
2     Ratify Auditor                            For       For        Management

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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management



3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Disclose Information on Secondhand Smoke  Against   Abstain    Shareholder
5     Cease Add Campaigns Oriented to Prevent   Against   Abstain    Shareholder
      Youth Smoking
6     Cease Production, Promotion, and          Against   Abstain    Shareholder
      Marketing of Tobacco Products
7     Adopt Animal Welfare Policy               Against   Abstain    Shareholder

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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards

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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank J. Biondi, Jr.       For       For        Management
2     Elect Director Jerry D. Choate            For       For        Management
3     Elect Director Frank C. Herringer         For       For        Management
4     Elect Director Gilbert S. Omenn           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management
7     Declassify the Board of Directors         For       For        Management
8     Develop an Animal Welfare Policy          Against   Abstain    Shareholder
9     Prepare a Sustainability Report           Against   Abstain    Shareholder



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

APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       Withhold   Management
1.2   Elect Director Millard S. Drexler         For       Withhold   Management
1.3   Elect Director Albert A. Gore, Jr.        For       Withhold   Management
1.4   Elect Director Steven P. Jobs             For       Withhold   Management
1.5   Elect Director Arthur D. Levinson, Ph.D.  For       Withhold   Management
1.6   Elect Director Eric E. Schmidt, Ph.D.     For       Withhold   Management
1.7   Elect Director Jerome B. York             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
4     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Compensation Specific--Option Dating      Against   Against    Shareholder
      Policy
7     Pay For Superior Performance              Against   Against    Shareholder
8     Report on Feasibility of Adopting a Toxic Against   Abstain    Shareholder
      Chemical Elimination Policy
9     Stock Retention/Holding Period            Against   Against    Shareholder
10    Report on Computer Recycling Policy       Against   Abstain    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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



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

AVIS BUDGET GROUP, INC

Ticker:       CAR            Security ID:  053774105
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  APR 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald L. Nelson           For       Withhold   Management
1.2   Elect Director Mary C. Choksi             For       Withhold   Management
1.3   Elect Director Leonard S. Coleman         For       Withhold   Management
1.4   Elect Director Lynn Krominga              For       Withhold   Management
1.5   Elect Director Martin L . Edelman         For       Withhold   Management
1.6   Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.7   Elect Director F. Robert Salerno          For       Withhold   Management
1.8   Elect Director Stender E. Sweeney         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management

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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director W. Steven Jones            For       For        Management
8     Elect Director Kenneth D. Lewis           For       For        Management
9     Elect Director Monica C. Lozano           For       For        Management
10    Elect Director Walter E. Massey           For       For        Management
11    Elect Director Thomas J. May              For       For        Management
12    Elect Director Patricia E. Mitchell       For       For        Management
13    Elect Director Thomas M. Ryan             For       For        Management
14    Elect Director O. Temple Sloan, Jr.       For       For        Management
15    Elect Director Meredith R. Spangler       For       For        Management
16    Elect Director Robert L. Tillman          For       For        Management
17    Elect Director Jackie M. Ward             For       For        Management
18    Ratify Auditors                           For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
20    Change Size of Board of Directors         Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   For        Shareholder

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

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 10, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Biondi                 For       For        Management
1.2   Elect Director Mr. Donofrio               For       For        Management
1.3   Elect Director Mr. Hassell                For       For        Management
1.4   Elect Director Mr. Kogan                  For       For        Management
1.5   Elect Director Mr. Kowalski               For       For        Management



1.6   Elect Director Mr. Luke                   For       For        Management
1.7   Elect Director Ms. Rein                   For       For        Management
1.8   Elect Director Mr. Renyi                  For       For        Management
1.9   Elect Director Mr. Richardson             For       For        Management
1.10  Elect Director Mr. Scott                  For       For        Management
1.11  Elect Director Mr. Vaughan                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

BARRICK GOLD CORP.

Ticker:       ABX            Security ID:  067901108
Meeting Date: MAY 2, 2007    Meeting Type: Annual/Special
Record Date:  MAR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. L. Beck                 For       Against    Management
1.2   Elect Director C. W. D. Birchall          For       Against    Management
1.3   Elect Director D. J. Carty                For       Against    Management
1.4   Elect Director G. Cisneros                For       Against    Management
1.5   Elect Director M. A. Cohen                For       Against    Management
1.6   Elect Director P. A. Crossgrove           For       Against    Management
1.7   Elect Director J. W. Crow                 For       Against    Management
1.8   Elect Director R. M. Franklin             For       Against    Management
1.9   Elect Director P. C. Godsoe               For       Against    Management
1.10  Elect Director J. B. Harvey               For       Against    Management
1.11  Elect Director B. Mulroney                For       Against    Management
1.12  Elect Director A. Munk                    For       Against    Management
1.13  Elect Director P. Munk                    For       Against    Management
1.14  Elect Director S. J. Shapiro              For       Against    Management
1.15  Elect Director G. C. Wilkins              For       Against    Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Amend Stock Option Plan                   For       For        Management



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

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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

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BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 27, 2007   Meeting Type: Annual
Record Date:  APR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald James               For       Withhold   Management
1.2   Elect Director Elliot S. Kaplan           For       Withhold   Management
1.3   Elect Director Matthew H. Paul            For       Withhold   Management
1.4   Elect Director James E. Press             For       Withhold   Management
1.5   Elect Director Richard M. Schulze         For       Withhold   Management
1.6   Elect Director Mary A. Tolan              For       Withhold   Management
1.7   Elect Director Hatim A. Tyabji            For       Withhold   Management
1.8   Elect Director Rogelio M. Rebolledo       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management

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

BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Biggs              For       For        Management
2     Elect Director John E. Bryson             For       For        Management
3     Elect Director Arthur D. Collins, Jr.     For       For        Management
4     Elect Director Linda Z. Cook              For       For        Management
5     Elect Director William M. Daley           For       For        Management
6     Elect Director Kenneth M. Duberstein      For       For        Management
7     Elect Director John F. McDonnell          For       For        Management
8     Elect Director W. James McNerney, Jr.     For       For        Management
9     Elect Director Richard D. Nanula          For       For        Management
10    Elect Director Rozanne L. Ridgway         For       For        Management
11    Elect Director Mike S. Zafirovski         For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Foreign Arms Sales              Against   Abstain    Shareholder
14    Adopt Human Rights Policy                 Against   Abstain    Shareholder
15    Report on Charitable Contributions        Against   Abstain    Shareholder
16    Report on Political Contributions         Against   For        Shareholder
17    Separate Chairman and CEO Positions       Against   For        Shareholder
18    Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
21    Claw-back of Payments under Restatements  Against   Against    Shareholder



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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ursula M. Burns            For       Withhold   Management
1.2   Elect Director Marye Anne Fox             For       Withhold   Management
1.3   Elect Director N.J. Nicholas, Jr.         For       Withhold   Management
1.4   Elect Director John E. Pepper             For       Withhold   Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Increase in Size of Board         For       For        Management
4     Approve Repricing of Options              For       Against    Management
5     Stock Retention/Holding Period            Against   Against    Shareholder
6     Ratify Auditors                           For       For        Management
7     Other Business                            For       Against    Management

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

BUSINESS OBJECTS S.A.

Ticker:       BOBJ           Security ID:  12328X107
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE COMPANY'S STATUTORY       For       For        Management
      FINANCIAL STATEMENTS FOR THE YEAR ENDED
      DECEMBER 31, 2006
2     APPROVAL OF THE COMPANY'S CONSOLIDATED    For       For        Management
      FINANCIAL STATEMENTS FOR THE YEAR ENDED
      DECEMBER 31, 2006
3     ALLOCATION OF THE COMPANY'S EARNINGS FOR  For       For        Management
      THE YEAR ENDED DECEMBER 31, 2006
4     RENEWAL OF THE TERM OF OFFICE OF MR.      For       Against    Management
      ARNOLD SILVERMAN, AS A DIRECTOR OF THE
      COMPANY
5     RENEWAL OF THE TERM OF OFFICE OF MR.      For       Against    Management
      BERNARD CHARLES, AS A DIRECTOR OF THE
      COMPANY
6     RENEWAL OF THE TERM OF OFFICE OF DR. KURT For       Against    Management
      LAUK, AS A DIRECTOR OF THE COMPANY
7     RENEWAL OF TERM OF OFFICE OF MR. CARL     For       Against    Management
      PASCARELLA, AS A DIRECTOR OF THE COMPANY
8     APPROVAL OF AN ADDITIONAL AGGREGATE       For       For        Management
      AMOUNT OF AUTHORIZED DIRECTOR FEES
9     RATIFICATION OF REGULATED AGREEMENTS      For       For        Management
10    Ratify Auditors                           For       For        Management
11    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO REPURCHASE SHARES OF THE
      COMPANY
12    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO REDUCE THE COMPANY'S SHARE
      CAPITAL BY CANCELLATION OF TREASURY
      SHARES



13    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO INCREASE THE COMPANY'S SHARE
      CAPITAL THROUGH THE ISSUANCE OF ORDINARY
      SHARES, WITH SUBSCRIPTION RESERVED TO THE
      PARTICIPANTS IN THE COMPANY S EMPLOYEE
      SAVINGS PLAN
14    DELEGATION OF POWERS GRANTED TO THE BOARD For       For        Management
      OF DIRECTORS TO INCREASE THE COMPANY'S
      SHARE CAPITAL THROUGH THE ISSUANCE OF
      ORDINARY SHARES, WITH SUBSCRIPTION
      RESERVED TO THE 2004 BUSINESS OBJECTS
      S.A. EMPLOYEE BENEFITS TRUST
15    AUTHORIZATION GRANTED TO THE BOARD OF     For       Against    Management
      DIRECTORS TO GRANT OPTIONS TO SUBSCRIBE
      OR TO PURCHASE ORDINARY SHARES OF THE
      COMPANY AND APPROVAL OF THE 2007 STOCK
      OPTION PLAN
16    DELEGATION OF POWERS GRANTED TO THE BOARD For       Against    Management
      OF DIRECTORS TO INCREASE THE COMPANY S
      SHARE CAPITAL THROUGH THE ISSUANCE OF
      ORDINARY SHARES, WITH SUBSCRIPTION
      RESERVED TO THE BUSINESS OBJECTS EMPLOYEE
      BENEFIT SUB-PLAN TRUST
17    AUTHORIZATION GRANTED TO THE BOARD OF     For       Against    Management
      DIRECTORS TO ALLOCATE, FREE OF CHARGE,
      EXISTING ORDINARY SHARES, OR TO ISSUE,
      FREE OF CHARGE, NEW ORDINARY SHARES, TO
      THE EMPLOYEES AND CERTAIN OFFICERS OF THE
      COMPANY AND ITS SUBSIDIARIES
18    DELEGATION OF AUTHORITY GRANTED TO THE    For       Against    Management
      BOARD OF DIRECTORS TO ISSUE WARRANTS FREE
      OF CHARGE IN THE EVENT OF A PUBLIC TENDER
      OFFER/EXCHANGE OFFER FOR THE COMPANY
      WITHIN THE FRAMEWORK OF A LEGAL
      RECIPROCITY CLAUSE
19    APPROVAL OF THE AMENDMENTS OF THE COMPANY For       For        Management
      S ARTICLES OF ASSOCIATION TO CONFORM THEM
      TO THE NEW PROVISIONS OF THE FRENCH
      COMMERCIAL CODE, AS AMENDED BY FRENCH
      DECREE 2006-1566 DATED DECEMBER 11, 2006
20    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE
      UP TO A MAXIMUM OF 45,000 ORDINARY SHARES
      RESERVED FOR MR. ARNOLD SILVERMAN
21    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE
      UP TO A MAXIMUM OF 45,000 ORDINARY SHARES
      RESERVED FOR MR. BERNARD CHARLES
22    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE
      UP TO A MAXIMUM OF 45,000 ORDINARY SHARES
      RESERVED FOR DR. KURT LAUK
23    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE
      UP TO A MAXIMUM OF 30,000 ORDINARY SHARES
      RESERVED FOR MR. CARL PASCARELLA
24    AUTHORIZATION GRANTED TO THE BOARD OF     For       For        Management
      DIRECTORS TO ISSUE WARRANTS TO SUBSCRIBE
      UP TO A MAXIMUM OF 45,000 ORDINARY SHARES
      RESERVED FOR MR. DAVID PETERSCHMIDT



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

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Ronald Dietz            For       For        Management
1.2   Elect Director Lewis Hay, III             For       For        Management
1.3   Elect Director Mayo A. Shattuck, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles of Incorporation - Remove  For       For        Management
      Provision of Plurality Voting for the
      Election of Directors
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John T. Dillon             For       For        Management
1.2   Elect Director Juan Gallardo              For       For        Management
1.3   Elect Director William A. Osborn          For       For        Management
1.4   Elect Director Edward B. Rust, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors

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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: AUG 29, 2006   Meeting Type: Annual
Record Date:  JUL 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry R. Silverman         For       Withhold   Management
1.2   Elect Director Myra J. Biblowit           For       Withhold   Management
1.3   Elect Director James E. Buckman           For       Withhold   Management
1.4   Elect Director Leonard S. Coleman         For       Withhold   Management



1.5   Elect Director Martin L. Edelman          For       Withhold   Management
1.6   Elect Director George Herrera             For       Withhold   Management
1.7   Elect Director Stephen P. Holmes          For       Withhold   Management
1.8   Elect Director Louise T. Blouin MacBain   For       Withhold   Management
1.9   Elect Director Cheryl D. Mills            For       Withhold   Management
1.10  Elect Director Brian Mulroney             For       Withhold   Management
1.11  Elect Director Robert E. Nederlander      For       Withhold   Management
1.12  Elect Director Ronald L. Nelson           For       Withhold   Management
1.13  Elect Director Robert W. Pittman          For       Withhold   Management
1.14  Elect Director Pauline D.E. Richards      For       Withhold   Management
1.15  Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.16  Elect Director Robert F. Smith            For       Withhold   Management
1.17  Elect Director Ronald L. Nelson           For       Withhold   Management
1.18  Elect Director Leonard S. Coleman         For       Withhold   Management
1.19  Elect Director Martin L. Edelman          For       Withhold   Management
1.20  Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.21  Elect Director F. Robert Salerno          For       Withhold   Management
1.22  Elect Director Stender E. Sweeney         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Reverse Stock Split               For       For        Management
4     Change Company Name                       For       For        Management
5     Company Specific-Redesignation of Common  For       For        Management
      Stock
6     Reduce Authorized Common Stock            For       For        Management
7     Non-Employee Director Compensation        Against   Against    Shareholder
8     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote

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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Samuel H. Armacost         For       For        Management
2     Elect Director Linnet F. Deily            For       For        Management
3     Elect Director Robert E. Denham           For       For        Management
4     Elect Director Robert J. Eaton            For       For        Management
5     Elect Director Sam Ginn                   For       For        Management
6     Elect Director Franklyn G. Jenifer        For       For        Management
7     Elect Director Sam Nunn                   For       For        Management
8     Elect Director David J. O'Reilly          For       For        Management
9     Elect Director Donald B. Rice             For       For        Management
10    Elect Director Peter J. Robertson         For       For        Management
11    Elect Director Kevin W. Sharer            For       For        Management
12    Elect Director Charles R. Shoemate        For       For        Management
13    Elect Director Ronald D. Sugar            For       For        Management
14    Elect Director Carl Ware                  For       For        Management
15    Ratify Auditors                           For       For        Management
16    Reduce Supermajority Vote Requirement     For       For        Management
17    Adopt Human Rights Policy                 Against   Abstain    Shareholder
18    Adopt Greenhouse Gas Emission Reduction   Against   Abstain    Shareholder
      Goals
19    Adopt Animal Welfare Policy               Against   Abstain    Shareholder
20    Separate Chairman and CEO Positions       Against   For        Shareholder
21    Approve/Amend Terms of Existing Poison    Against   For        Shareholder
      Pill
22    Report on Market Specific Environmental   Against   Abstain    Shareholder
      Laws



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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   Abstain    Shareholder

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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       For        Management
3     Elect Director George David               For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Klaus Kleinfeld            For       For        Management
8     Elect Director Andrew N. Liveris          For       For        Management
9     Elect Director Anne Mulcahy               For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Charles Prince             For       For        Management
12    Elect Director Judith Rodin               For       For        Management
13    Elect Director Robert E. Rubin            For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management



15    Ratify Auditors                           For       For        Management
16    Report on Government Service of Employees Against   Abstain    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Report on Charitable Contributions        Against   Abstain    Shareholder
19    Approve Report of the Compensation        Against   Against    Shareholder
      Committee
20    Report on Pay Disparity                   Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   For        Shareholder
22    Stock Retention/Holding Period            Against   Against    Shareholder
23    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
24    Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings

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

CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen Q. Abernathy      For       For        Management
1.2   Elect Director Leroy T. Barnes, Jr.       For       For        Management
1.3   Elect Director Michael T. Dugan           For       For        Management
1.4   Elect Director Jeri Finard                For       For        Management
1.5   Elect Director Lawton Wehle Fitt          For       For        Management
1.6   Elect Director William M. Kraus           For       For        Management
1.7   Elect Director Howard L. Schrott          For       For        Management
1.8   Elect Director Larraine D. Segil          For       For        Management
1.9   Elect Director Bradley E. Singer          For       For        Management
1.10  Elect Director David H. Ward              For       For        Management
1.11  Elect Director Myron A. Wick, III         For       For        Management
1.12  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management

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

COCA-COLA ENTERPRISES INC.

Ticker:       CCE            Security ID:  191219104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary P. Fayard             For       Withhold   Management
1.2   Elect Director Marvin J. Herb             For       Withhold   Management
1.3   Elect Director L. Phillip Humann          For       Withhold   Management
1.4   Elect Director Paula R. Reynolds          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote



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

COGENT INC

Ticker:       COGT           Security ID:  19239Y108
Meeting Date: JUL 31, 2006   Meeting Type: Annual
Record Date:  JUN 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ming Hsieh                 For       For        Management
1.2   Elect Director John C. Bolger             For       For        Management
1.3   Elect Director John P. Stenbit            For       For        Management
1.4   Elect Director Kenneth R. Thornton        For       For        Management
2     Ratify Auditors                           For       For        Management

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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James E. Copeland, Jr.     For       For        Management
2     Elect Director Kenneth M. Duberstein      For       For        Management
3     Elect Director Ruth R. Harkin             For       For        Management
4     Elect Director William R. Rhodes          For       For        Management
5     Elect Director J. Stapleton Roy           For       For        Management
6     Elect Director William E. Wade, Jr.       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Report on Political Contributions         Against   For        Shareholder
9     Report on Renewable Energy Sources        Against   Abstain    Shareholder
10    Require Director Nominee Qualifications   Against   Against    Shareholder
11    Report on Environmental Damage from       Against   Abstain    Shareholder
      Drilling in the National Petroleum
      Reserve
12    Report on Indigenous Peoples Rights       Against   Abstain    Shareholder
      Policies
13    Report on Community Impact of Operations  Against   Abstain    Shareholder

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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry G. Cisneros          For       For        Management
1.2   Elect Director Robert J. Donato           For       For        Management
1.3   Elect Director Harley W. Snyder           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation



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

CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAR 15, 2007   Meeting Type: Special
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Increase Common Stock and  For       For        Management
      Change Company Name
2     Issue Shares in Connection with an        For       For        Management
      Acquisition
3     Adjourn Meeting                           For       For        Management

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

CVS/CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director Edwin Mac Crawford         For       For        Management
4     Elect Director David W. Dorman            For       For        Management
5     Elect Director Kristen E. Gibney Williams For       For        Management
6     Elect Director Roger L. Headrick          For       Against    Management
7     Elect Director Marian L. Heard            For       For        Management
8     Elect Director William H. Joyce           For       For        Management
9     Elect Director Jean-Pierre Million        For       For        Management
10    Elect Director Terrence Murray            For       For        Management
11    Elect Director C.A. Lance Piccolo         For       Against    Management
12    Elect Director Sheli Z. Rosenberg         For       For        Management
13    Elect Director Thomas M. Ryan             For       For        Management
14    Elect Director Richard J. Swift           For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Qualified Employee Stock Purchase For       For        Management
      Plan
17    Approve Executive Incentive Bonus Plan    For       For        Management
18    Limit Executive Compensation              Against   Against    Shareholder
19    Separate Chairman and CEO Positions       Against   For        Shareholder
20    Prepare Sustainability Report             Against   For        Shareholder
21    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
22    Compensation Specific- Policy on Stock    Against   For        Shareholder
      Option Grants/Option Backdating



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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Brown           For       Withhold   Management
1.2   Elect Director Robert A. Brown            For       Withhold   Management
1.3   Elect Director Bertrand P. Collomb        For       Withhold   Management
1.4   Elect Director Curtis J. Crawford         For       Withhold   Management
1.5   Elect Director John T. Dillon             For       Withhold   Management
1.6   Elect Director Eleuthere I. du Pont       For       Withhold   Management
1.7   Elect Director Charles O. Holliday, Jr.   For       Withhold   Management
1.8   Elect Director Lois D. Juliber            For       Withhold   Management
1.9   Elect Director Masahisa Naitoh            For       Withhold   Management
1.10  Elect Director Sean O'Keefe               For       Withhold   Management
1.11  Elect Director William K. Reilly          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on Genetically Modified Organisms  Against   Abstain    Shareholder
5     Evaluate Community Impact of Plant        Against   Abstain    Shareholder
      Closures or Layoffs
6     Report on PFOA Compounds in DuPont        Against   Abstain    Shareholder
      Products
7     Report on Lobbying Expenditures related   Against   Abstain    Shareholder
      to Environmental Pollution
8     Prepare a Global Warming Report           Against   Abstain    Shareholder
9     Report on Security of Chemical Facilities Against   Abstain    Shareholder

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

EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Juan Carlos Braniff        For       For        Management
2     Elect Director James L. Dunlap            For       For        Management
3     Elect Director Douglas L. Foshee          For       For        Management
4     Elect Director Robert W. Goldman          For       For        Management
5     Elect Director Anthony W. Hall, Jr.       For       For        Management
6     Elect Director Thomas R. Hix              For       For        Management
7     Elect Director William H. Joyce           For       For        Management
8     Elect Director Ronald L. Kuehn, Jr.       For       For        Management
9     Elect Director Ferrell P. McClean         For       For        Management
10    Elect Director Steven J. Shapiro          For       For        Management
11    Elect Director J. Michael Talbert         For       For        Management
12    Elect Director Robert F. Vagt             For       For        Management
13    Elect Director John L. Whitmire           For       For        Management
14    Elect Director Joe B. Wyatt               For       For        Management
15    Ratify Auditors                           For       For        Management
16    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
17    Company Specific-Policy Abandoning        Against   For        Shareholder
      Decision by the Board



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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       For        Management
1.4   Elect Director William R. Howell          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Marilyn Carlson Nelson     For       For        Management
1.8   Elect Director Samuel J. Palmisano        For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Initiate Payment of Cash Dividend         Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Company-Specific- Amend Article IX of the Against   Against    Shareholder
      Corporation's by-laws
9     Review Executive Compensation             Against   Against    Shareholder
10    Limit Executive Compensation              Against   Against    Shareholder
11    Claw-back of Payments under Restatements  Against   Against    Shareholder
12    Report on Political Contributions         Against   For        Shareholder
13    Amend Equal Employment Opportunity Policy Against   Abstain    Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Environmental Accountability    Against   Abstain    Shareholder
15    Report on Emission Reduction Goals        Against   Abstain    Shareholder
16    Report on Carbon Dioxide Emissions        Against   Abstain    Shareholder
      Information at Gas Stations
17    Adopt Policy to Increase Renewable Energy Against   Abstain    Shareholder
      Portfolio



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

FOOT LOCKER INC

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Preston           For       For        Management
1.2   Elect Director Matthew D. Serra           For       For        Management
1.3   Elect Director Dona D. Young              For       For        Management
1.4   Elect Director Christopher A Sinclair     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management

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

FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 7, 2006    Meeting Type: Annual
Record Date:  JUN 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Solomon             For       Withhold   Management
1.2   Elect Director Nesli Basgoz               For       Withhold   Management
1.3   Elect Director William J. Candee, III     For       Withhold   Management
1.4   Elect Director George S. Cohan            For       Withhold   Management
1.5   Elect Director Dan L. Goldwasser          For       Withhold   Management
1.6   Elect Director Kenneth E. Goodman         For       Withhold   Management
1.7   Elect Director Lester B. Salans           For       Withhold   Management
2     Ratify Auditors                           For       For        Management

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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: SEP 8, 2006    Meeting Type: Annual
Record Date:  JUN 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Geoffrey T. Boisi          For       For        Management
1.3   Elect Director Michelle Engler            For       For        Management
1.4   Elect Director Robert R. Glauber          For       For        Management
1.5   Elect Director Richard Karl Goeltz        For       For        Management
1.6   Elect Director Thomas S. Johnson          For       For        Management
1.7   Elect Director William M. Lewis, Jr.      For       For        Management
1.8   Elect Director Eugene M. McQuade          For       For        Management
1.9   Elect Director Shaun F. O'Malley          For       For        Management
1.10  Elect Director Jeffrey M. Peek            For       For        Management
1.11  Elect Director Ronald F. Poe              For       For        Management
1.12  Elect Director Stephen A. Ross            For       For        Management
1.13  Elect Director Richard F. Syron           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Charitable Contributions        Against   Abstain    Shareholder



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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: MAR 14, 2007   Meeting Type: Special
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Issue Shares in Connection with an        For       For        Management
      Acquisition
3     Adjourn Meeting                           For       For        Management

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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

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

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

GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas D. Chabraja       For       For        Management
2     Elect Director James S. Crown             For       For        Management
3     Elect Director William P. Fricks          For       For        Management
4     Elect Director Charles H. Goodman         For       For        Management
5     Elect Director Jay L. Johnson             For       For        Management
6     Elect Director George A. Joulwan          For       For        Management
7     Elect Director Paul G. Kaminski           For       For        Management
8     Elect Director John M. Keane              For       For        Management
9     Elect Director Deborah J. Lucas           For       For        Management
10    Elect Director Lester L. Lyles            For       For        Management
11    Elect Director Carl E. Mundy, Jr.         For       For        Management
12    Elect Director Robert Walmsley            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   Against    Shareholder
15    Performance-Based and/or Equity Based     Against   For        Shareholder
      Awards



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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       For        Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jerry R. Immelt            For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Company-Specific -- Adopt Policy on       Against   Against    Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Limit Dividend and Dividend Equivalent    Against   Against    Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Abstain    Shareholder
12    Report on Global Warming                  Against   Abstain    Shareholder
13    Adopt Ethical Criteria for Military       Against   Abstain    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder



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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       Withhold   Management
1.2   Elect Director Sergey Brin                For       Withhold   Management
1.3   Elect Director Larry Page                 For       Withhold   Management
1.4   Elect Director L. John Doerr              For       Withhold   Management
1.5   Elect Director John L. Hennessy           For       Withhold   Management
1.6   Elect Director Arthur D. Levinson         For       Withhold   Management
1.7   Elect Director Ann Mather                 For       Withhold   Management
1.8   Elect Director Paul S. Otellini           For       Withhold   Management
1.9   Elect Director K. Ram Shriram             For       Withhold   Management
1.10  Elect Director Shirley M. Tilghman        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet

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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen M. Bader          For       For        Management
2     Elect Director Alan M. Bennett            For       For        Management
3     Elect Director James R. Boyd              For       For        Management
4     Elect Director Milton Carroll             For       For        Management
5     Elect Director Robert L. Crandall         For       For        Management
6     Elect Director Kenneth T. Derr            For       For        Management
7     Elect Director S. Malcolm Gillis          For       For        Management
8     Elect Director W. R. Howell               For       For        Management
9     Elect Director David J. Lesar             For       For        Management
10    Elect Director J. Landis Martin           For       For        Management
11    Elect Director Jay A. Precourt            For       For        Management
12    Elect Director Debra L. Reed              For       For        Management
13    Ratify Auditors                           For       For        Management
14    Review Human Rights Policies              Against   Abstain    Shareholder
15    Report on Political Contributions         Against   For        Shareholder
16    Amend Terms of Existing Poison Pill       Against   For        Shareholder

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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ramani Ayer                For       For        Management



1.2   Elect Director Ramon De Oliveira          For       For        Management
1.3   Elect Director Trevor Fetter              For       For        Management
1.4   Elect Director Edward J. Kelly, III       For       For        Management
1.5   Elect Director Paul G. Kirk, Jr.          For       For        Management
1.6   Elect Director Thomas M. Marra            For       For        Management
1.7   Elect Director Gail J. Mcgovern           For       For        Management
1.8   Elect Director Michael G. Morris          For       For        Management
1.9   Elect Director Robert W. Selander         For       For        Management
1.10  Elect Director Charles B. Strauss         For       For        Management
1.11  Elect Director H. Patrick Swygert         For       For        Management
1.12  Elect Director David K. Zwiener           For       For        Management
2     Ratify Auditors                           For       For        Management

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

HERBALIFE LTD

Ticker:       HLF            Security ID:  G4412G101
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: LEROY T. BARNES.    For       Against    Management
2     ELECTION OF DIRECTOR: RICHARD P.          For       Against    Management
      BERMINGHAM.
3     ELECTION OF DIRECTOR: PETER MASLEN.       For       Against    Management
4     RATIFICATION OF THE APPOINTMENT OF THE    For       For        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
      FOR FISCAL 2007.
5     APPROVE THE COMPANY S EMPLOYEE STOCK      For       Against    Management
      PURCHASE PLAN.

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

HERSHEY CO, THE

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jon A. Boscia              For       Withhold   Management
1.2   Elect Director Robert H. Campbell         For       Withhold   Management
1.3   Elect Director Robert F. Cavanaugh        For       Withhold   Management
1.4   Elect Director Gary P. Coughlan           For       Withhold   Management
1.5   Elect Director Harriet Edelman            For       Withhold   Management
1.6   Elect Director Bonnie G. Hill             For       Withhold   Management
1.7   Elect Director Alfred F. Kelly, Jr.       For       Withhold   Management
1.8   Elect Director Richard H. Lenny           For       Withhold   Management
1.9   Elect Director Mackey J. McDonald         For       Withhold   Management
1.10  Elect Director Marie J. Toulantis         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management



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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gordon M. Bethune          For       Against    Management
2     Elect Director Jaime Chico Pardo          For       Against    Management
3     Elect Director David M. Cote              For       Against    Management
4     Elect Director D. Scott Davis             For       Against    Management
5     Elect Director Linnet F. Deily            For       Against    Management
6     Elect Director Clive R. Hollick           For       Against    Management
7     Elect Director James J. Howard            For       Against    Management
8     Elect Director Ivan G. Seidenberg         For       Against    Management
9     Elect Director Bradley T. Sheares         For       Against    Management
10    Elect Director Eric K. Shinseki           For       Against    Management
11    Elect Director John R. Stafford           For       Against    Management
12    Elect Director Michael W. Wright          For       Against    Management
13    Ratify Auditors                           For       For        Management
14    Approve Nonqualified Employee Stock       For       Against    Management
      Purchase Plan
15    Claw-back of Payments under Restatements  Against   Against    Shareholder
16    Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Remove Six Sigma Terminology              Against   For        Shareholder

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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director Shirley Ann Jackson        For       For        Management
1.6   Elect Director Minoru Makihara            For       For        Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director James W. Owens             For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Lorenzo H. Zambrano        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
8     Evaluate Age Discrimination in Retirement Against   Abstain    Shareholder
      Plans
9     Review Executive Compensation             Against   Against    Shareholder
10    Report on Outsourcing                     Against   Against    Shareholder
11    Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors



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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Report on Political Contributions         Against   For        Shareholder
10    Report on Management Initiatives to       Against   Abstain    Shareholder
      Address Links to Slavery and Human Rights
      Abuse

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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  FEB 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Raymond Bingham         For       For        Management
1.2   Elect Director Robert T. Bond             For       For        Management
1.3   Elect Director David C. Wang              For       For        Management
1.4   Elect Director Robert M. Calderoni        For       For        Management
2     Ratify Auditors                           For       For        Management



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

LAS VEGAS SANDS CORP

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sheldon G. Adelson         For       Withhold   Management
1.2   Elect Director Irwin Chafetz              For       Withhold   Management
1.3   Elect Director James L. Purcell           For       Withhold   Management
2     Ratify Auditors                           For       For        Management

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

LUCENT TECHNOLOGIES INC.

Ticker:       LU             Security ID:  549463107
Meeting Date: SEP 7, 2006    Meeting Type: Special
Record Date:  JUL 17, 2006

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

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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 24, 2006   Meeting Type: Annual
Record Date:  JUN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       Withhold   Management
1.2   Elect Director Michael R. Bonsignore      For       Withhold   Management
1.3   Elect Director Robert C. Pozen            For       Withhold   Management
1.4   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors



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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 7, 2007    Meeting Type: Proxy Contest
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Did Not    Management
                                                          Vote
1.2   Elect Director D. Dorman                  For       Did Not    Management
                                                          Vote
1.3   Elect Director J. Lewent                  For       Did Not    Management
                                                          Vote
1.4   Elect Director T. Meredith                For       Did Not    Management
                                                          Vote
1.5   Elect Director N. Negroponte              For       Did Not    Management
                                                          Vote
1.6   Elect Director S. Scott, III              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Sommer                  For       Did Not    Management
                                                          Vote
1.8   Elect Director J. Stengel                 For       Did Not    Management
                                                          Vote
1.9   Elect Director D. Warner, III             For       Did Not    Management
                                                          Vote
1.10  Elect Director J. White                   For       Did Not    Management
                                                          Vote
1.11  Elect Director M. White                   For       Did Not    Management
                                                          Vote
2     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
3     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote
4     Claw-back of Payments under Restatements  Against   Did Not    Shareholder
                                                          Vote
1.1   Elect Director Carl C. Icahn              For       For        Management
1.2   Elect Director E. Zander                  For       For        Management
1.3   Elect Director D. Dorman                  For       For        Management
1.4   Elect Director J. Lewent                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director M. White                   For       For        Management
2     Amend Qualified Employee Stock Purchase   None      For        Management
      Plan
3     Advisory Vote to Ratify Named Executive   For       Against    Shareholder
      Officers' Compensation
4     Claw-back of Payments under Restatements  None      Against    Shareholder



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

MURPHY OIL CORP.

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank W. Blue              For       Withhold   Management
1.2   Elect Director Claiborne P. Deming        For       Withhold   Management
1.3   Elect Director Robert A. Hermes           For       Withhold   Management
1.4   Elect Director James V. Kelley            For       Withhold   Management
1.5   Elect Director R. Madison Murphy          For       Withhold   Management
1.6   Elect Director William C. Nolan, Jr.      For       Withhold   Management
1.7   Elect Director Ivar B. Ramberg            For       Withhold   Management
1.8   Elect Director Neal E. Schmale            For       Withhold   Management
1.9   Elect Director David J. H. Smith          For       Withhold   Management
1.10  Elect Directors Caroline G. Theus         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management

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

PACKAGING CORPORATION OF AMERICA

Ticker:       PKG            Security ID:  695156109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry F. Frigon            For       Withhold   Management
1.2   Elect Director Louis A. Holland           For       Withhold   Management
1.3   Elect Director Samuel M. Mencoff          For       Withhold   Management
1.4   Elect Director Roger B. Porter            For       Withhold   Management
1.5   Elect Director Thomas S. Souleles         For       Withhold   Management
1.6   Elect Director Paul T. Stecko             For       Withhold   Management
1.7   Elect Director Rayford K. Williamson      For       Withhold   Management
2     Ratify Auditors                           For       For        Management

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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director Jeffrey B. Kindler         For       For        Management
1.10  Elect Director George A. Lorch            For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management



1.12  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Report on Animal Testing Policies         Against   Abstain    Shareholder
5     Amend Animal Welfare Policy               Against   Abstain    Shareholder
6     Require Director Nominee Qualifications   Against   Against    Shareholder

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

PHARMION CORP

Ticker:       PHRM           Security ID:  71715B409
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian G. Atwood            For       For        Management
1.2   Elect Director M. James Barrett           For       For        Management
1.3   Elect Director Edward J. Mckinley         For       For        Management
2     Ratify Auditors                           For       For        Management

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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 10, 2006   Meeting Type: Annual
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote

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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 13, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       Withhold   Management
1.2   Elect Director Raymond V. Dittamore       For       Withhold   Management
1.3   Elect Director Irwin Mark Jacobs          For       Withhold   Management
1.4   Elect Director Sherry Lansing             For       Withhold   Management
1.5   Elect Director Peter M. Sacerdote         For       Withhold   Management
1.6   Elect Director Marc I. Stern              For       Withhold   Management
2     Ratify Auditors                           For       For        Management



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

RITE AID CORP.

Ticker:       RAD            Security ID:  767754104
Meeting Date: JAN 18, 2007   Meeting Type: Special
Record Date:  NOV 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management

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

RITE AID CORP.

Ticker:       RAD            Security ID:  767754104
Meeting Date: JUN 27, 2007   Meeting Type: Annual
Record Date:  MAY 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andre Belzile              For       Withhold   Management
1.2   Elect Director George G. Golleher         For       Withhold   Management
1.3   Elect Director Mary F. Sammons            For       Withhold   Management
1.4   Elect Director Philip G. Satre            For       Withhold   Management

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

SANDISK CORP.

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eli Harari                 For       For        Management
1.2   Elect Director Irwin Federman             For       For        Management
1.3   Elect Director Steven J. Gomo             For       For        Management
1.4   Elect Director Eddy W. Hartenstein        For       For        Management
1.5   Elect Director Catherine P. Lego          For       For        Management
1.6   Elect Director Michael E. Marks           For       For        Management
1.7   Elect Director James D. Meindl            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   For        Shareholder



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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Philip Leder, M.D.         For       For        Management
1.6   Elect Director Eugene R. McGrath          For       For        Management
1.7   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.8   Elect Director Antonio M. Perez           For       For        Management
1.9   Elect Director Patricia F. Russo          For       For        Management
1.10  Elect Director Jack L. Stahl              For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Company Specific--Adopt Majority Voting   For       For        Management
5     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards

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

SEAGATE TECHNOLOGY

Ticker:       STX            Security ID:  G7945J104
Meeting Date: OCT 26, 2006   Meeting Type: Annual
Record Date:  SEP 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECT FRANK J. BIONDI, JR. AS A DIRECTOR. For       Against    Management
2     ELECT WILLIAM W. BRADLEY AS A DIRECTOR.   For       Against    Management
3     ELECT MICHAEL R. CANNON AS A DIRECTOR.    For       Against    Management
4     ELECT JAMES A. DAVIDSON AS A DIRECTOR.    For       Against    Management
5     ELECT DONALD E. KIERNAN AS A DIRECTOR.    For       Against    Management
6     ELECT STEPHEN J. LUCZO AS A DIRECTOR.     For       Against    Management
7     ELECT DAVID F. MARQUARDT AS A DIRECTOR.   For       Against    Management
8     ELECT LYDIA M. MARSHALL AS A DIRECTOR.    For       Against    Management
9     ELECT C.S. PARK AS A DIRECTOR.            For       Against    Management
10    ELECT GREGORIO REYES AS A DIRECTOR.       For       Against    Management
11    ELECT JOHN W. THOMPSON AS A DIRECTOR.     For       Against    Management
12    ELECT WILLIAM D. WATKINS AS A DIRECTOR.   For       Against    Management
13    APPROVE AN INCREASE IN SHARES ELIGIBLE    For       For        Management
      FOR ISSUANCE UNDER 2004 STOCK
      COMPENSATION PLAN IN THE AMOUNT OF 36
      MILLION SHARES.
14    APPROVE AN INCREASE IN THE ISSUABLE       For       For        Management
      SHARES FOR PURCHASE UNDER EMPLOYEE STOCK
      PURCHASE PLAN IN THE AMOUNT OF 10
      MILLION SHARES.
15    RATIFY THE APPOINTMENT OF ERNST & YOUNG   For       For        Management
      LLP TO SERVE AS INDEPENDENT REGISTERED
      ACCOUNTING FIRM.



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

SMURFIT - STONE CONTAINER CORP.

Ticker:       SSCC           Security ID:  832727101
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Boris             For       For        Management
1.2   Elect Director Connie K. Duckworth        For       For        Management
1.3   Elect Director Alan E. Goldberg           For       For        Management
1.4   Elect Director William T. Lynch, Jr.      For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director James J. O'Connor          For       For        Management
1.7   Elect Director Jerry K. Pearlman          For       For        Management
1.8   Elect Director Thomas A. Reynolds, III    For       For        Management
1.9   Elect Director Eugene C. Sit              For       For        Management
1.10  Elect Director William D. Smithburg       For       For        Management
2     Ratify Auditors                           For       For        Management

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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Keith J. Bane              For       Abstain    Management
2     Elect Director Robert R. Bennett          For       Abstain    Management
3     Elect Director Gordon M. Bethune          For       Abstain    Management
4     Elect Director Frank M. Drendel           For       Abstain    Management
5     Elect Director Gary D. Forsee             For       Abstain    Management
6     Elect Director James H. Hance, Jr.        For       Abstain    Management
7     Elect Director V. Janet Hill              For       Abstain    Management
8     Elect Director Irvine O. Hockaday, Jr.    For       Abstain    Management
9     Elect Director Linda Koch Lorimer         For       Abstain    Management
10    Elect Director  William H. Swanson        For       Abstain    Management
11    Ratify Auditors                           For       For        Management
12    Approve Omnibus Stock Plan                For       Against    Management
13    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation



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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 13, 2006   Meeting Type: Annual
Record Date:  JUL 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Brown              For       Withhold   Management
1.2   Elect Director William T. Coleman         For       Withhold   Management
1.3   Elect Director David L. Mahoney           For       Withhold   Management
1.4   Elect Director Robert S. Miller           For       Withhold   Management
1.5   Elect Director George Reyes               For       Withhold   Management
1.6   Elect Director David Roux                 For       Withhold   Management
1.7   Elect Director Daniel H. Schulman         For       Withhold   Management
1.8   Elect Director John W. Thompson           For       Withhold   Management
1.9   Elect Director V. Paul Unruh              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management

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

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  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 Thomas J. Engibous         For       For        Management
6     Elect Director David R. Goode             For       For        Management
7     Elect Director Pamela H. Patsley          For       For        Management
8     Elect Director Wayne R. Sanders           For       For        Management
9     Elect Director Ruth J. Simmons            For       For        Management
10    Elect Director Richard K. Templeton       For       For        Management
11    Elect Director Christine Todd Whitman     For       For        Management
12    Ratify Auditors                           For       For        Management

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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management



1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Francis T. Vincent, Jr.    For       For        Management
1.13  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers'Compensation
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Company-Specific- Stockholder             Against   For        Shareholder
      Ratification of Director Compensation,
      When a Stockholder Rights Plan Has Been
      Adopted

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

TNT N.V.

Ticker:       TP             Security ID:  87260W101
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF THE 2006 FINANCIAL            For       For        Management
      STATEMENTS.
2     DETERMINATION AND DISTRIBUTION OF         For       For        Management
      DIVIDENDS.
3     APPROVAL OF THE RELEASE FROM LIABILITY OF For       Against    Management
      THE MEMBERS OF THE BOARD OF MANAGEMENT.
4     APPROVAL OF THE RELEASE FROM LIABILITY OF For       Against    Management
      THE MEMBERS OF THE SUPERVISORY BOARD.
5     ADOPTION AND AMENDMENTS TO THE            For       For        Management
      REMUNERATION POLICY FOR THE BOARD OF
      MANAGEMENT.
6.1   Elect  Director Mr. R. Dahan              For       For        Management
6.2   Elect  Director Mr. V. Halberstadt        For       For        Management
6.3   Elect  Director Mr. W. Kok                For       For        Management
6.4   Elect  Director Mrs. M. Harris            For       For        Management
7     APPROVAL OF THE EXTENSION OF THE          For       Against    Management
      DESIGNATION OF THE BOARD OF MANAGEMENT TO
      ISSUE ORDINARY SHARES.
8     APPROVAL OF THE EXTENSION OF THE          For       For        Management
      DESIGNATION OF THE BOARD OF MANAGEMENT TO
      ISSUE PREFERENCE SHARES B.
9     APPROVAL OF THE DESIGNATION OF THE BOARD  For       Against    Management
      OF MANAGEMENT AS AUTHORIZED BODY TO LIMIT
      OR EXCLUDE THE PRE-EMPTIVE RIGHT TO THE
      ISSUANCE OF ORDINARY SHARES.
10    APPROVAL OF THE AUTHORIZATION OF THE      For       For        Management
      BOARD OF MANAGEMENT TO HAVE THE COMPANY
      ACQUIRE ITS OWN SHARES.
11    APPROVAL OF THE REDUCTION OF THE ISSUED   For       For        Management
      CAPITAL BY CANCELLATION OF OWN SHARES.
12    APPROVAL OF THE AMENDMENT OF CONVERSION   For       For        Management
      OF THE SPECIAL SHARE IN THE ARTICLES OF
      ASSOCIATION.
13    APPROVAL OF THE AMENDMENT OF OTHER        For       For        Management
      AMENDMENTS IN THE ARTICLES OF
      ASSOCIATION.



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

URBAN OUTFITTERS, INC.

Ticker:       URBN           Security ID:  917047102
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

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

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

UTI WORLDWIDE INC.

Ticker:       UTIW           Security ID:  G87210103
Meeting Date: JUN 11, 2007   Meeting Type: Annual
Record Date:  MAY 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. John Langley, Jr.      For       Against    Management
1.2   Elect  Director Allan Rosenzweig          For       Against    Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management

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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  JUL 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       Against    Management



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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest S. Rady             For       For        Management
1.2   Elect Director Jerry Gitt                 For       For        Management
1.3   Elect Director John T. Casteen, III       For       For        Management
1.4   Elect Director Maryellen C. Herringer     For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Timothy D. Proctor         For       For        Management
1.7   Elect Director Van L. Richey              For       For        Management
1.8   Elect Director Dona Davis Young           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Company Specific--Provide for Majority    For       For        Management
      Voting
4     Ratify Auditors                           For       For        Management
5     Approve Report of the Compensation        Against   Against    Shareholder
      Committee
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Political Contributions         Against   For        Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder

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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne V. Farrell            For       For        Management
1.2   Elect Director Stephen E. Frank           For       For        Management
1.3   Elect Director Kerry K. Killinger         For       For        Management
1.4   Elect Director Thomas C. Leppert          For       For        Management
1.5   Elect Director Charles M. Lillis          For       For        Management
1.6   Elect Director Phillip D. Matthews        For       For        Management
1.7   Elect Director Regina T. Montoya          For       For        Management
1.8   Elect Director Michael K. Murphy          For       For        Management
1.9   Elect Director Margaret Osmer Mcquade     For       For        Management
1.10  Elect Director Mary E. Pugh               For       For        Management
1.11  Elect Director William G. Reed, Jr.       For       For        Management
1.12  Elect Director Orin C. Smith              For       For        Management
1.13  Elect Director James H. Stever            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish SERP Policy                     Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Require Director Nominee Qualifications   Against   Against    Shareholder



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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Pastora San Juan Cafferty  For       For        Management
2     Elect Director Frank M. Clark, Jr.        For       For        Management
3     Elect Director Patrick W. Gross           For       For        Management
4     Elect Director Thomas I. Morgan           For       For        Management
5     Elect Director John C. Pope               For       For        Management
6     Elect Director W. Robert Reum             For       For        Management
7     Elect Director Steven G. Rothmeier        For       For        Management
8     Elect Director David P. Steiner           For       For        Management
9     Elect Director Thomas H. Weidemeyer       For       For        Management
10    Ratify Auditors                           For       For        Management

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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION AS DIRECTOR: NICHOLAS F. BRADY   For       For        Management
2     ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For       For        Management
3     ELECTION AS DIRECTOR: DAVID J. BUTTERS    For       For        Management
4     ELECTION AS DIRECTOR: ROBERT B. MILLARD   For       For        Management
5     ELECTION AS DIRECTOR: BERNARD J.          For       For        Management
      DUROC-DANNER
6     ELECTION AS DIRECTOR: ROBERT K. MOSES,    For       For        Management
      JR.
7     ELECTION AS DIRECTOR: SHELDON B. LUBAR    For       For        Management
8     ELECTION AS DIRECTOR: ROBERT A. RAYNE     For       For        Management
9     Ratify Auditors                           For       For        Management

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

WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sheila P. Burke            For       For        Management
1.2   Elect Director Victor S. Liss             For       For        Management
1.3   Elect Director Jane G. Pisano, Ph.D.      For       For        Management
1.4   Elect Director George A. Schaefer, Jr.    For       For        Management
1.5   Elect Director Jackie M. Ward             For       For        Management
1.6   Elect Director John E. Zuccotti           For       For        Management
2     Company Specific--Approve Majority Voting For       For        Management
      for the Non- Contested Election of
      Directors
3     Ratify Auditors                           For       For        Management



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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Beall, III       For       Withhold   Management
1.2   Elect Director Dennis E. Foster           For       Withhold   Management
1.3   Elect Director Francis X. Frantz          For       Withhold   Management
1.4   Elect Director Jeffery R. Gardner         For       Withhold   Management
1.5   Elect Director Jeffrey T. Hinson          For       Withhold   Management
1.6   Elect Director Judy K. Jones              For       Withhold   Management
1.7   Elect Director William A. Montgomery      For       Withhold   Management
1.8   Elect Director Frank E. Reed              For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder

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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert Essner              For       Abstain    Management
2     Elect Director John D. Feerick            For       Abstain    Management
3     Elect Director Frances D. Fergusson       For       Abstain    Management
4     Elect Director Victor F. Ganzi            For       Abstain    Management
5     Elect Director Robert Langer              For       Abstain    Management
6     Elect Director John P. Mascotte           For       Abstain    Management
7     Elect Director Raymond J. McGuire         For       Abstain    Management
8     Elect Director Mary Lake Polan            For       Abstain    Management
9     Elect Director Bernard Poussot            For       Abstain    Management
10    Elect Director Gary L. Rogers             For       Abstain    Management
11    Elect Director Ivan G. Seidenberg         For       Abstain    Management
12    Elect Director Walter V. Shipley          For       Abstain    Management
13    Elect Director John R. Torell III         For       Abstain    Management
14    Ratify Auditors                           For       For        Management
15    Reduce Supermajority Vote Requirement     For       For        Management
16    Amend Omnibus Stock Plan                  For       Against    Management
17    Adopt Animal Welfare Policy               Against   Abstain    Shareholder
18    Report on Policy to Limit Drug Supply to  Against   Against    Shareholder
      Canada
19    Report on Political Contributions         Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Company-Specific - Interlocking           Against   Against    Shareholder
      Directorship
22    Disclose Information-Proposal Withdrawn.  Against   Against    Shareholder
      No Vote Required
23    Separate Chairman and CEO Positions       Against   For        Shareholder
24    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation



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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Terry S. Semel             For       Against    Management
2     Elect Director Jerry Yang                 For       Against    Management
3     Elect Director Roy J. Bostock             For       Against    Management
4     Elect Director Ronald W. Burkle           For       Against    Management
5     Elect Director Eric Hippeau               For       Against    Management
6     Elect Director Vyomesh Joshi              For       Against    Management
7     Elect Director Arthur H. Kern             For       Against    Management
8     Elect Director Robert A. Kotick           For       Against    Management
9     Elect Director Edward R. Kozel            For       Against    Management
10    Elect Director Gary L. Wilson             For       Against    Management
11    Amend Omnibus Stock Plan                  For       Against    Management
12    Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   Against    Shareholder
15    Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet
16    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


                           TRI-CONTINENTAL CORPORATION

Pursuant to this requirement 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 on the 20th day of August, 2007.


Signature                               Title
--------------------------------        ---------------------------------------

                                        President, Director and Chief Executive
/s/ Brian T. Zino                       Officer
--------------------------------        (Principal Executive Officer)
Brian T. Zino