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 or Toll Free at 800-221-2450
                      -----------------------------------------

Date of fiscal year end:  12/31
                          -----

Date of reporting period:  7/1/2007 - 6/30/2008
                           --------------------



******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-00266
Reporting Period: 07/01/2007 - 06/30/2008
Tri-Continental Corporation




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

3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       Withhold   Management
1.2   Elect Director George W. Buckley          For       Withhold   Management
1.3   Elect Director Vance D. Coffman           For       Withhold   Management
1.4   Elect Director Michael L. Eskew           For       Withhold   Management
1.5   Elect Director W. James Farrell           For       Withhold   Management
1.6   Elect Director Herbert L. Henkel          For       Withhold   Management
1.7   Elect Director Edward M. Liddy            For       Withhold   Management
1.8   Elect Director Robert S. Morrison         For       Withhold   Management
1.9   Elect Director Aulana L. Peters           For       Withhold   Management
1.10  Elect Director Robert J. Ulrich           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management

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

ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director W.A. Osborn                For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell, Jr.             For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott, III            For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Human Rights Policy to Address      Against   Abstain    Shareholder
      Access to Medicines
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

ADAMS RESPIRATORY THERAPEUTICS INC

Ticker:       ARXT           Security ID:  00635P107
Meeting Date: DEC 14, 2007   Meeting Type: Annual
Record Date:  OCT 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kirk K. Calhoun            For       For        Management
1.2   Elect Director Harold F. Oberkfell        For       For        Management
1.3   Elect Director Michael J. Valentino       For       For        Management
2     Ratify Auditors                           For       For        Management

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

ADOBE SYSTEMS INC.

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

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

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

AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Hanrahan              For       For        Management
1.2   Elect Director Kristina M. Johnson        For       For        Management
1.3   Elect Director John A. Koskinen           For       For        Management
1.4   Elect Director Philip Lader               For       For        Management
1.5   Elect Director Sandra O. Moose            For       For        Management
1.6   Elect Director Philip A. Odeen            For       For        Management
1.7   Elect Director Charles O. Rossotti        For       For        Management
1.8   Elect Director Sven Sandstrom             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management

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

ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  FEB 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph T. Gorman           For       For        Management
1.2   Elect Director Klaus Kleinfeld            For       For        Management
1.3   Elect Director James W. Owens             For       For        Management
1.4   Elect Director Ratan N. Tata              For       For        Management
2     Ratify Auditor                            For       For        Management
3     Report on Global Warming                  Against   Abstain    Shareholder

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

ALTRIA GROUP, INC.

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

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

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

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

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

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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Stephen F. Bollenbach      For       For        Management
2     Elect Director Martin S. Feldstein        For       For        Management
3     Elect Director Ellen V. Futter            For       For        Management
4     Elect Director Richard C. Holbrooke       For       For        Management
5     Elect Director Fred H. Langhammer         For       For        Management
6     Elect Director George L. Miles, Jr.       For       For        Management
7     Elect Director Morris W. Offit            For       For        Management
8     Elect Director James F. Orr, III          For       For        Management
9     Elect Director Virginia M. Rometty        For       For        Management
10    Elect Director Martin J. Sullivan         For       For        Management
11    Elect Director Michael H. Sutton          For       For        Management
12    Elect Director Edmund S.W. Tse            For       For        Management
13    Elect Director Robert B. Willumstad       For       For        Management
14    Ratify Auditors                           For       For        Management
15    Report on Human Rights Policies Relating  Against   Abstain    Shareholder
      to Water Use
16    Report on Political Contributions         Against   For        Shareholder

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

AMGEN, INC.

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

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

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

AMR CORP.

Ticker:       AMR            Security ID:  001765106
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerard J. Arpey            For       For        Management
1.2   Elect Director John W. Bachmann           For       For        Management
1.3   Elect Director David L. Boren             For       For        Management
1.4   Elect Director Armando M. Codina          For       For        Management
1.5   Elect Director Rajat K. Gupta             For       For        Management
1.6   Elect Director Alberto Ibarguen           For       For        Management
1.7   Elect Director Ann M. Korologos           For       For        Management
1.8   Elect Director Michael A. Miles           For       For        Management
1.9   Elect Director Philip J. Purcell          For       For        Management
1.10  Elect Director Ray M. Robinson            For       For        Management
1.11  Elect Director Judith Rodin               For       For        Management
1.12  Elect Director Matthew K. Rose            For       For        Management
1.13  Elect Director Roger T. Staubach          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Require Independent Board Chairman        Against   For        Shareholder
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

APPLE, INC.

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

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

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

ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan L. Boeckmann          For       For        Management
1.2   Elect Director Mollie Hale Carter         For       For        Management
1.3   Elect Director Victoria F. Haynes         For       For        Management
1.4   Elect Director Antonio Maciel Neto        For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director M. Brian Mulroney          For       For        Management
1.7   Elect Director Thomas F. O Neill          For       For        Management
1.8   Elect Director Kelvin R. Westbrook        For       For        Management
1.9   Elect Director Patricia A. Woertz         For       For        Management
2     Adopt and Implement ILO Based Code of     Against   Abstain    Shareholder
      Conduct
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

AT&T INC

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

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

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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     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 Kenneth D. Lewis           For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Walter E. Massey           For       For        Management
10    Elect Director Thomas J. May              For       For        Management
11    Elect Director Patricia E. Mitchell       For       For        Management
12    Elect Director Thomas M. Ryan             For       For        Management
13    Elect Director O. Temple Sloan, Jr.       For       For        Management
14    Elect Director Meredith R. Spangler       For       For        Management
15    Elect Director Robert L. Tillman          For       For        Management
16    Elect Director Jackie M. Ward             For       For        Management
17    Ratify Auditors                           For       For        Management
18    Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   Against    Shareholder
22    Require Independent Board Chairman        Against   For        Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Abstain    Shareholder
25    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights

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

BAXTER INTERNATIONAL INC.

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

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

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

BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     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 James L. Jones             For       For        Management
8     Elect Director Edward M. Liddy            For       For        Management
9     Elect Director John F. McDonnell          For       For        Management
10    Elect Director W. James McNerney, Jr.     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 Principles for Health Care Reform   Against   Abstain    Shareholder
15    Adopt Human Rights Policy                 Against   Abstain    Shareholder
16    Require Independent Lead Director         Against   Against    Shareholder
17    Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
18    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
19    Restrict Severance Agreements             Against   For        Shareholder
      (Change-in-Control)

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

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis B. Campbell          For       For        Management
2     Elect Director James M. Cornelius         For       For        Management
3     Elect Director Louis J. Freeh             For       For        Management
4     Elect Director Laurie H. Glimcher         For       For        Management
5     Elect Director Michael Grobstein          For       For        Management
6     Elect Director Leif Johansson             For       For        Management
7     Elect Director Alan J. Lacey              For       For        Management
8     Elect Director Vicki L. Sato              For       For        Management
9     Elect Director Togo D. West, Jr.          For       For        Management
10    Elect Director R. Sanders Williams        For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation

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

C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

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

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

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Patrick W. Gross           For       For        Management
2     Elect Director Ann Fritz Hackett          For       For        Management
3     Elect Director Pierre E. Leroy            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend Nonqualified Employee Stock         For       For        Management
      Purchase Plan
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Frank Blount            For       For        Management
1.2   Elect Director John R. Brazil             For       For        Management
1.3   Elect Director Eugene V. Fife             For       For        Management
1.4   Elect Director Gail D. Fosler             For       For        Management
1.5   Elect Director Peter A. Magowan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Report on Foreign Military Sales          Against   Abstain    Shareholder

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

CEPHALON, INC.

Ticker:       CEPH           Security ID:  156708109
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank Baldino, Jr., Ph.D. For       For        Management
1.2   Elect  Director William P. Egan           For       For        Management
1.3   Elect  Director Martyn D. Greenacre       For       For        Management
1.4   Elect  Director Vaughn M. Kailian         For       For        Management
1.5   Elect  Director Kevin E. Moley            For       For        Management
1.6   Elect  Director Charles A. Sanders, M.D.  For       For        Management
1.7   Elect  Director Gail R. Wilensky, Ph.D.   For       For        Management
1.8   Elect  Director Dennis L. Winger          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management

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

CHEVRON CORPORATION

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

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

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

CISCO SYSTEMS, INC.

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

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

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

CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gary C. Butler             For       Against    Management
2     Elect Director William M. Freeman         For       Against    Management
3     Elect Director Susan Lyne                 For       Against    Management
4     Elect Director James S. McDonald          For       Against    Management
5     Elect Director Marianne Miller Parrs      For       Against    Management
6     Elect Director Jeffrey M. Peek            For       Against    Management
7     Elect Director Timothy M. Ring            For       Against    Management
8     Elect Director John R. Ryan               For       Against    Management
9     Elect Director Seymour Sternberg          For       Against    Management
10    Elect Director Peter J. Tobin             For       Against    Management
11    Elect Director Lois M. Van Deusen         For       Against    Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       Against    Management

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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       Withhold   Management
1.2   Elect Director Kenneth J. Bacon           For       Withhold   Management
1.3   Elect Director Sheldon M. Bonovitz        For       Withhold   Management
1.4   Elect Director Edward D. Breen            For       Withhold   Management
1.5   Elect Director Julian A. Brodsky          For       Withhold   Management
1.6   Elect Director Joseph J. Collins          For       Withhold   Management
1.7   Elect Director J. Michael Cook            For       Withhold   Management
1.8   Elect Director Gerald L. Hassell          For       Withhold   Management
1.9   Elect Director Jeffrey A. Honickman       For       Withhold   Management
1.10  Elect Director Brian L. Roberts           For       Withhold   Management
1.11  Elect Director Ralph J. Roberts           For       Withhold   Management
1.12  Elect Director Dr. Judith Rodin           For       Withhold   Management
1.13  Elect Director Michael I. Sovern          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Adopt Recapitalization Plan               Against   For        Shareholder
6     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
7     Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Provide for Cumulative Voting for Class A Against   Against    Shareholder
      Shareholders
10    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

CONOCOPHILLIPS

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

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

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

COUNTRYWIDE FINANCIAL CORP.

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

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

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

CVS CAREMARK CORP

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

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

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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard H. Anderson        For       For        Management
2     Elect Director John S. Brinzo             For       For        Management
3     Elect Director Daniel A. Carp             For       For        Management
4     Elect Director Eugene I. Davis            For       For        Management
5     Elect Director Richard Karl Goeltz        For       For        Management
6     Elect Director David R. Goode             For       For        Management
7     Elect Director Victor L. Lund             For       For        Management
8     Elect Director Walter E. Massey           For       For        Management
9     Elect Director Paula Rosput Reynolds      For       For        Management
10    Elect Director Kenneth C. Rogers          For       For        Management
11    Elect Director Kenneth B. Woodrow         For       For        Management
12    Ratify Auditors                           For       For        Management

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

EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     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

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

ELECTRONIC ARTS INC.

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

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

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

EQUINIX, INC.

Ticker:       EQIX           Security ID:  29444U502
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven T. Clontz          For       For        Management
1.2   Elect  Director Steven P. Eng             For       For        Management
1.3   Elect  Director Gary F. Hromadko          For       For        Management
1.4   Elect  Director Scott G. Kriens           For       For        Management
1.5   Elect  Director Irving F. Lyons, III      For       For        Management
1.6   Elect  Director Christopher B. Paisley    For       For        Management
1.7   Elect  Director Stephen M. Smith          For       For        Management
1.8   Elect  Director Peter F. Van Camp         For       For        Management
2     Ratify Auditors                           For       For        Management

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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Bruce DeMars               For       For        Management
2     Elect Director Nelson A. Diaz             For       For        Management
3     Elect Director Paul L. Joskow             For       For        Management
4     Elect Director John W. Rowe               For       For        Management
5     Ratify Auditors                           For       For        Management
6     Report on Global Warming                  Against   Abstain    Shareholder

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

EXXON MOBIL CORP.

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

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

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

FORTRESS INVESTMENT GROUP LLC

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

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

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

FOSTER WHEELER LTD

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

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

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

FREEPORT-MCMORAN COPPER & GOLD INC.

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

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

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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 15, 2008

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

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

GEMSTAR - TV GUIDE INTERNATIONAL, INC.

Ticker:       GMST           Security ID:  36866W106
Meeting Date: APR 29, 2008   Meeting Type: Special
Record Date:  MAR 17, 2008

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

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

GENERAL DYNAMICS CORP.

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

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

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

GENERAL ELECTRIC CO.

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

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

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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 3, 2008    Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Percy N. Barnevik          For       For        Management
1.2   Elect Director Erskine B. Bowles          For       For        Management
1.3   Elect Director John H. Bryan              For       For        Management
1.4   Elect Director Armando M. Codina          For       For        Management
1.5   Elect Director Erroll B. Davis, Jr.       For       For        Management
1.6   Elect Director George M.C. Fisher         For       For        Management
1.7   Elect Director E. Neville Isdell          For       For        Management
1.8   Elect Director Karen Katen                For       For        Management
1.9   Elect Director Kent Kresa                 For       For        Management
1.10  Elect Director Ellen J. Kullman           For       For        Management
1.11  Elect Director Philip A. Laskawy          For       For        Management
1.12  Elect Director Kathryn V. Marinello       For       For        Management
1.13  Elect Director Eckhard Pfeiffer           For       For        Management
1.14  Elect Director G. Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Publish Political Contributions           Against   For        Shareholder
4     Report on Political Contributions         Against   For        Shareholder
5     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for Products Against   Abstain    Shareholder
      and Operations
8     Provide for Cumulative Voting             Against   Against    Shareholder
9     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
10    Performance-Based Awards                  Against   For        Shareholder

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

GOLDMAN SACHS GROUP, INC., THE

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

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

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

GOODYEAR TIRE & RUBBER CO., THE

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 8, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Boland            For       For        Management
1.2   Elect Director James A. Firestone         For       For        Management
1.3   Elect Director Robert J. Keegan           For       For        Management
1.4   Elect Director W. Alan McCollough         For       For        Management
1.5   Elect Director Steven A. Minter           For       For        Management
1.6   Elect Director Denise M. Morrison         For       For        Management
1.7   Elect Director Rodney O'Neal              For       For        Management
1.8   Elect Director Shirley D. Peterson        For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director Thomas H. Weidemeyer       For       For        Management
1.11  Elect Director Michael R. Wessel          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management

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

GOOGLE INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       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     Adopt Internet Censorship Policies        Against   Abstain    Shareholder
5     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights

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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan M. Bennett            For       For        Management
2     Elect Director James R. Boyd              For       For        Management
3     Elect Director Milton Carroll             For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director S. Malcolm Gillis          For       For        Management
6     Elect Director James T. Hackett           For       For        Management
7     Elect Director David J. Lesar             For       For        Management
8     Elect Director J. Landis Martin           For       For        Management
9     Elect Director Jay A. Precourt            For       For        Management
10    Elect Director Debra L. Reed              For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Adopt Human Rights Policy                 Against   Abstain    Shareholder
14    Report on Political Contributions         Against   For        Shareholder
15    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights

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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ramani Ayer                For       For        Management
2     Elect Director Ramon de Oliveira          For       For        Management
3     Elect Director Trevor Fetter              For       For        Management
4     Elect Director Edward J. Kelly, III       For       For        Management
5     Elect Director Paul G. Kirk, Jr.          For       For        Management
6     Elect Director Thomas M. Marra            For       For        Management
7     Elect Director Gail J. McGovern           For       For        Management
8     Elect Director Michael G. Morris          For       For        Management
9     Elect Director Charles B. Strauss         For       For        Management
10    Elect Director H. Patrick Swygert         For       For        Management
11    Ratify Auditors                           For       For        Management

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

HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.2   Elect Director Vicki B. Escarra           For       For        Management
1.3   Elect Director Thomas T. Farley           For       For        Management
1.4   Elect Director Gale S. Fitzgerald         For       For        Management
1.5   Elect Director Patrick Foley              For       For        Management
1.6   Elect Director Jay M. Gellert             For       For        Management
1.7   Elect Director Roger F. Greaves           For       For        Management
1.8   Elect Director Bruce G. Willison          For       For        Management
1.9   Elect Director Frederick C. Yeager        For       For        Management
2     Ratify Auditors                           For       For        Management

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

HEWLETT-PACKARD CO.

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

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

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

HONEYWELL INTERNATIONAL, INC.

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

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

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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       Against    Management
2     Elect Director Charlene Barshefsky        For       Against    Management
3     Elect Director Carol A. Bartz             For       Against    Management
4     Elect Director Susan L. Decker            For       Against    Management
5     Elect Director Reed E. Hundt              For       Against    Management
6     Elect Director Paul S. Otellini           For       Against    Management
7     Elect Director James D. Plummer           For       Against    Management
8     Elect Director David S. Pottruck          For       Against    Management
9     Elect Director Jane E. Shaw               For       Against    Management
10    Elect Director John L. Thornton           For       Against    Management
11    Elect Director David B. Yoffie            For       Against    Management
12    Ratify Auditors                           For       For        Management
13    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Sustainability

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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Black                   For       For        Management
1.2   Elect Director W.R. Brody                 For       For        Management
1.3   Elect Director K.I. Chenault              For       For        Management
1.4   Elect Director M.L. Eskew                 For       For        Management
1.5   Elect Director S.A. Jackson               For       For        Management
1.6   Elect Director L.A. Noto                  For       For        Management
1.7   Elect Director J.W. Owens                 For       For        Management
1.8   Elect Director S.J. Palmisano             For       For        Management
1.9   Elect Director J.E. Spero                 For       For        Management
1.10  Elect Director S. Taurel                  For       For        Management
1.11  Elect Director L.H. Zambrano              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Review Executive Compensation             Against   Against    Shareholder
5     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights
6     Amend Bylaw -- Call Special Meetings      Against   For        Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

JOHNSON & JOHNSON

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

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

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

JOY GLOBAL, INC.

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

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

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

JPMORGAN CHASE & CO.

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

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

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

KOHL'S CORP.

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

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

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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael L. Ainslie         For       Abstain    Management
2     Elect Director John F. Akers              For       Abstain    Management
3     Elect Director Roger S. Berlind           For       Abstain    Management
4     Elect Director Thomas H. Cruikshank       For       Abstain    Management
5     Elect Director Marsha Johnson Evans       For       Abstain    Management
6     Elect Director Richard S. Fuld, Jr.       For       Abstain    Management
7     Elect Director Christopher Gent           For       Abstain    Management
8     Elect Director Jerry A. Grundhofer        For       Abstain    Management
9     Elect Director Roland A. Hernandez        For       Abstain    Management
10    Elect Director Henry Kaufman              For       Abstain    Management
11    Elect Director John D. Macomber           For       Abstain    Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       Against    Management
14    Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
15    Publish Political Contributions           Against   For        Shareholder
16    Prepare an Environmental Sustainability   Against   Abstain    Shareholder
      Report

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

MARVELL TECHNOLOGY GROUP LTD

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

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

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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 23, 2007   Meeting Type: Annual
Record Date:  JUN 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Calhoun          For       Withhold   Management
1.2   Elect  Director Arthur D. Collins, Jr.    For       Withhold   Management
1.3   Elect  Director James T. Lenehan          For       Withhold   Management
1.4   Elect  Director Kendall J. Powell         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management

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

MERCK & CO., INC.

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

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

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

METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sylvia Mathews Burwell     For       For        Management
1.2   Elect Director Eduardo Castro-Wright      For       For        Management
1.3   Elect Director Cheryl W. Grise            For       For        Management
1.4   Elect Director William C. Steere, Jr.     For       For        Management
1.5   Elect Director Lulu C. Wang               For       For        Management
2     Ratify Auditors                           For       For        Management

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

MICROSOFT CORP.

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

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

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

MORGAN STANLEY

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       For        Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       For        Management
4     Elect Director C. Robert Kidder           For       For        Management
5     Elect Director John J. Mack               For       For        Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Hutham S. Olayan           For       For        Management
9     Elect Director Charles E. Phillips, Jr.   For       For        Management
10    Elect Director Griffith Sexton            For       For        Management
11    Elect Director Laura D. Tyson             For       For        Management
12    Ratify Auditors                           For       For        Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Approve Report of the Compensation        Against   Against    Shareholder
      Committee
15    Report on Human Rights Investment         Against   Abstain    Shareholder
      Policies

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

MYLAN INC.

Ticker:       MYL            Security ID:  628530107
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Milan Puskar               For       Withhold   Management
1.2   Elect Director Robert J. Coury            For       Withhold   Management
1.3   Elect Director Wendy Cameron              For       Withhold   Management
1.4   Elect Director Neil Dimick                For       Withhold   Management
1.5   Elect Director Douglas J. Leech           For       Withhold   Management
1.6   Elect Director Joseph C. Maroon           For       Withhold   Management
1.7   Elect Director N. Prasad                  For       Withhold   Management
1.8   Elect Director Rodney L. Piatt            For       Withhold   Management
1.9   Elect Director C.B. Todd                  For       Withhold   Management
1.10  Elect Director Randall L. Vanderveen      For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management

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

NETWORK APPLIANCE, INC.

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

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

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

NII HOLDINGS, INC.

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

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

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

NOBLE CORPORATION

Ticker:       NE             Security ID:  G65422100
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence J. Chazen        For       For        Management
1.2   Elect  Director Mary P. Ricciardello      For       For        Management
2     Ratify Auditors                           For       For        Management

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

NVIDIA CORPORATION

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

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

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

OFFICEMAX INCORPORATED

Ticker:       OMX            Security ID:  67622P101
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dorrit J. Bern             For       Withhold   Management
1.2   Elect Director Warren F. Bryant           For       Withhold   Management
1.3   Elect Director Joseph M. DePinto          For       Withhold   Management
1.4   Elect Director Sam K. Duncan              For       Withhold   Management
1.5   Elect Director Rakesh Gangwal             For       Withhold   Management
1.6   Elect Director Francesca Ruiz de          For       Withhold   Management
      Luzuriaga
1.7   Elect Director William J. Montgoris       For       Withhold   Management
1.8   Elect Director David M. Szymanski         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management

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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director William H. Gray, III       For       For        Management
7     Elect Director Constance J. Horner        For       For        Management
8     Elect Director William R. Howell          For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director Dana G. Mead               For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director William C. Steere, Jr.     For       For        Management
15    Ratify Auditors                           For       For        Management
16    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
17    Require Independent Board Chairman        Against   For        Shareholder

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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard O. Berndt          For       For        Management
1.2   Elect Director Charles E. Bunch           For       For        Management
1.3   Elect Director Paul W. Chellgren          For       For        Management
1.4   Elect Director  Robert N. Clay            For       For        Management
1.5   Elect Director George A. Davidson, Jr.    For       For        Management
1.6   Elect Director Kay Coles James            For       For        Management
1.7   Elect Director Richard B. Kelson          For       For        Management
1.8   Elect Director Bruce C. Lindsay           For       For        Management
1.9   Elect Director Anthony A. Massaro         For       For        Management
1.10  Elect Director Jane G. Pepper             For       For        Management
1.11  Elect Director James E. Rohr              For       For        Management
1.12  Elect Director Donald J. Shepard          For       For        Management
1.13  Elect Director Lorene K. Steffes          For       For        Management
1.14  Elect Director Dennis F. Strigl           For       For        Management
1.15  Elect Director Stephen G. Thieke          For       For        Management
1.16  Elect Director Thomas J. Usher            For       For        Management
1.17  Elect Director George H. Walls, Jr.       For       For        Management
1.18  Elect Director Helge H. Wehmeier          For       For        Management
2     Ratify Auditors                           For       For        Management

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

PRUDENTIAL FINANCIAL INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederic K. Becker         For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Gaston Caperton            For       For        Management
1.4   Elect Director Gilbert F. Casellas        For       For        Management
1.5   Elect Director James G. Cullen            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Mark B. Grier              For       For        Management
1.8   Elect Director Jon F. Hanson              For       For        Management
1.9   Elect Director Constance J. Horner        For       For        Management
1.10  Elect Director Karl J. Krapek             For       For        Management
1.11  Elect Director Christine A. Poon          For       For        Management
1.12  Elect Director John R. Strangfield        For       For        Management
1.13  Elect Director James A. Unruh             For       For        Management
2     Ratify Auditors                           For       For        Management

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

QUALCOMM INC.

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

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

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

QUANTA SERVICES, INC.

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

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

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

QUEST DIAGNOSTICS INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Buehler         For       For        Management
1.2   Elect Director Rosanne Haggerty           For       For        Management
1.3   Elect Director Daniel C. Stanzione        For       For        Management
2     Ratify Auditors                           For       For        Management

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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward A. Mueller          For       For        Management
2     Elect Director Linda G. Alvarado          For       For        Management
3     Elect Director Charles L. Biggs           For       For        Management
4     Elect Director K. Dane Brooksher          For       For        Management
5     Elect Director Peter S. Hellman           For       For        Management
6     Elect Director R. David Hoover            For       For        Management
7     Elect Director Patrick J. Martin          For       For        Management
8     Elect Director Caroline Matthews          For       For        Management
9     Elect Director Wayne W. Murdy             For       For        Management
10    Elect Director Jan L. Murley              For       For        Management
11    Elect Director Frank P. Popoff            For       For        Management
12    Elect Director James A. Unruh             For       For        Management
13    Elect Director Anthony Welters            For       For        Management
14    Ratify Auditors                           For       For        Management
15    Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
16    Require Independent Board Chairman        Against   For        Shareholder

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

RITE AID CORP.

Ticker:       RAD            Security ID:  767754104
Meeting Date: JUN 25, 2008   Meeting Type: Annual
Record Date:  MAY 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Francois J. Coutu          For       Withhold   Management
1.2   Elect Director Michael A. Friedman        For       Withhold   Management
1.3   Elect Director Robert G. Miller           For       Withhold   Management
1.4   Elect Director Michael N. Reagan          For       Withhold   Management
1.5   Elect Director Dennis Wood                For       Withhold   Management
2     Ratify Auditors                           For       For        Management

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

SAVVIS INC

Ticker:       SVVS           Security ID:  805423308
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Clark              For       For        Management
1.2   Elect Director Clyde A. Heintzelman       For       For        Management
1.3   Elect Director Philip J. Koen             For       For        Management
1.4   Elect Director Thomas E. Mcinerney        For       For        Management
1.5   Elect Director James E. Ousley            For       For        Management
1.6   Elect Director James P. Pellow            For       For        Management
1.7   Elect Director D.C. Peterschmidt          For       For        Management
1.8   Elect Director Jeffrey H. Von Deylen      For       For        Management
1.9   Elect Director Mercedes A. Walton         For       For        Management
1.10  Elect Director Patrick J. Welsh           For       For        Management
2     Ratify Auditors                           For       For        Management

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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     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 Eugene R. McGrath          For       For        Management
1.6   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.7   Elect Director Antonio M. Perez           For       For        Management
1.8   Elect Director Patricia F. Russo          For       For        Management
1.9   Elect Director Jack L. Stahl              For       For        Management
1.10  Elect Director Craig B. Thompson          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

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

SCHLUMBERGER LTD.

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

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

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

SEAGATE TECHNOLOGY

Ticker:       STX            Security ID:  G7945J104
Meeting Date: OCT 25, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007

#     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 JAMES A. DAVIDSON AS A DIRECTOR     For       Against    Management
4     ELECT DONALD E. KIERNAN AS A DIRECTOR     For       Against    Management
5     ELECT STEPHEN J. LUCZO AS A DIRECTOR      For       Against    Management
6     ELECT DAVID F. MARQUARDT AS A DIRECTOR    For       Against    Management
7     ELECT LYDIA M. MARSHALL AS A DIRECTOR     For       Against    Management
8     ELECT C.S. PARK AS A DIRECTOR             For       Against    Management
9     ELECT GREGORIO REYES AS A DIRECTOR        For       Against    Management
10    ELECT JOHN W. THOMPSON AS A DIRECTOR      For       Against    Management
11    ELECT WILLIAM D. WATKINS AS A DIRECTOR    For       Against    Management
12    PROPOSAL TO APPROVE AMENDMENTS TO SEAGATE For       Against    Management
      TECHNOLOGY S 2004 STOCK COMPENSATION
      PLAN.
13    PROPOSAL TO RATIFY THE APPOINTMENT OF     For       For        Management
      ERNST & YOUNG LLP TO SERVE AS INDEPENDENT
      REGISTERED ACCOUNTING FIRM OF SEAGATE
      TECHNOLOGY FOR THE FISCAL YEAR ENDING
      JUNE 27, 2008.

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

SEPRACOR INC.

Ticker:       SEPR           Security ID:  817315104
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adrian Adams              For       Withhold   Management
1.2   Elect  Director Timothy J. Barberich      For       Withhold   Management
1.3   Elect  Director Timothy J. Rink           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management

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

SMURFIT - STONE CONTAINER CORP.

Ticker:       SSCC           Security ID:  832727101
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Boris             For       For        Management
2     Elect Director Connie K. Duckworth        For       For        Management
3     Elect Director Alan E. Goldberg           For       For        Management
4     Elect Director William T. Lynch, Jr.      For       For        Management
5     Elect Director Patrick J. Moore           For       For        Management
6     Elect Director James J. O?Connor          For       For        Management
7     Elect Director Jerry K. Pearlman          For       For        Management
8     Elect Director Thomas A. Reynolds, III    For       For        Management
9     Elect Director Eugene C. Sit              For       For        Management
10    Elect Director William D. Smithburg       For       For        Management
11    Ratify Auditors                           For       For        Management

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

ST. JUDE MEDICAL, INC.

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

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

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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 19, 2008   Meeting Type: Annual
Record Date:  JAN 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Howard Schultz             For       For        Management
2     Elect Director Barbara Bass               For       For        Management
3     Elect Director William W. Bradley         For       For        Management
4     Elect Director Mellody Hobson             For       For        Management
5     Elect Director Olden Lee                  For       For        Management
6     Elect Director James G. Shennan, Jr.      For       For        Management
7     Elect Director Javier G. Teruel           For       For        Management
8     Elect Director Myron E. Ullman, III       For       For        Management
9     Elect Director Craig E. Weatherup         For       For        Management
10    Ratify Auditors                           For       For        Management

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

SUNOCO, INC.

Ticker:       SUN            Security ID:  86764P109
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  FEB 8, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. J. Darnall              For       For        Management
1.2   Elect Director J. G. Drosdick             For       For        Management
1.3   Elect Director G. W. Edwards              For       For        Management
1.4   Elect Director U. O. Fairbairn            For       For        Management
1.5   Elect Director T. P. Gerrity              For       For        Management
1.6   Elect Director R. B. Greco                For       For        Management
1.7   Elect Director J. P. Jones, III           For       For        Management
1.8   Elect Director J. G. Kaiser               For       For        Management
1.9   Elect Director R. A. Pew                  For       For        Management
1.10  Elect Director G. J. Ratcliffe            For       For        Management
1.11  Elect Director J. W. Rowe                 For       For        Management
1.12  Elect Director J. K. Wulff                For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratify Auditors                           For       For        Management

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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roxanne S. Austin          For       For        Management
2     Elect Director James A. Johnson           For       For        Management
3     Elect Director Mary E. Minnick            For       For        Management
4     Elect Director Derica W. Rice             For       For        Management
5     Ratify Auditors                           For       For        Management

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

TIDEWATER INC.

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

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

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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James L. Barksdale         For       For        Management
2     Elect Director Jeffrey L. Bewkes          For       For        Management
3     Elect Director Stephen F. Bollenbach      For       For        Management
4     Elect Director Frank J. Caufield          For       For        Management
5     Elect Director Robert C. Clark            For       For        Management
6     Elect Director Mathias Dopfner            For       For        Management
7     Elect Director Jessica P. Einhorn         For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director Michael A. Miles           For       For        Management
10    Elect Director Kenneth J. Novack          For       For        Management
11    Elect Director Richard D. Parsons         For       For        Management
12    Elect Director Deborah C. Wright          For       For        Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Amend Executive Incentive Bonus Plan      For       For        Management
15    Ratify Auditors                           For       For        Management
16    Require Independent Board Chairman        Against   For        Shareholder

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

TIME WARNER TELECOM, INC.

Ticker:       TWTC           Security ID:  887319101
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory J. Attorri         For       For        Management
1.2   Elect Director Spencer B. Hays            For       For        Management
1.3   Elect Director Larissa L. Herda           For       For        Management
1.4   Elect Director Kevin W. Mooney            For       For        Management
1.5   Elect Director Kirby G. Pickle            For       For        Management
1.6   Elect Director Roscoe C. Young, II        For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management

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

TRANSOCEAN INC.

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

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

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

UNITED PARCEL SERVICE, INC.

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

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

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

UNITED TECHNOLOGIES CORP.

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

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

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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William C. Ballard, Jr.    For       For        Management
2     Elect Director Richard T. Burke           For       For        Management
3     Elect Director Robert J. Darretta         For       For        Management
4     Elect Director Stephen J. Hemsley         For       For        Management
5     Elect Director Michele J. Hooper          For       For        Management
6     Elect Director Douglas W. Leatherdale     For       For        Management
7     Elect Director Glenn M. Renwick           For       For        Management
8     Elect Director Gail R. Wilensky           For       For        Management
9     Amend Omnibus Stock Plan                  For       Against    Management
10    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
11    Ratify Auditors                           For       For        Management
12    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
13    Performance-Based Equity Awards           Against   For        Shareholder

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

UST INC.

Ticker:       UST            Security ID:  902911106
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Barr               For       For        Management
1.2   Elect Director John P. Clancey            For       For        Management
1.3   Elect Director Patricia Diaz Dennis       For       For        Management
1.4   Elect Director Joseph E. Heid             For       For        Management
1.5   Elect Director Murray S. Kessler          For       For        Management
1.6   Elect Director Peter J. Neff              For       For        Management
1.7   Elect Director Andrew J. Parsons          For       For        Management
1.8   Elect Director Ronald J. Rossi            For       For        Management
1.9   Elect Director Lawrence J. Ruisi          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder

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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.E. Bill Bradford         For       For        Management
1.2   Elect Director Ronald K. Calgaard         For       For        Management
1.3   Elect Director Irl F. Engelhardt          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Share buyback holding period              Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Report on Political Contributions         Against   For        Shareholder

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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John D. Baker, II          For       For        Management
2     Elect Director Peter C. Browning          For       For        Management
3     Elect Director John T. Casteen, III       For       For        Management
4     Elect Director Jerry Gitt                 For       For        Management
5     Elect Director William H. Goodwin, Jr.    For       For        Management
6     Elect Director Maryellen C. Herringer     For       For        Management
7     Elect Director Robert A. Ingram           For       For        Management
8     Elect Director Donald M. James            For       For        Management
9     Elect Director Mackey J. McDonald         For       For        Management
10    Elect Director Joseph Neubauer            For       For        Management
11    Elect Director Timothy D. Proctor         For       For        Management
12    Elect Director Ernest S. Rady             For       For        Management
13    Elect Director Van L. Richey              For       For        Management
14    Elect Director Ruth G. Shaw               For       For        Management
15    Elect Director Lanty L. Smith             For       For        Management
16    Elect Director G. Kennedy Thompson        For       For        Management
17    Elect Director Dona Davis Young           For       For        Management
18    Ratify Auditors                           For       For        Management
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Report on Political Contributions         Against   For        Shareholder
21    Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat

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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     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
11    Repot on Political Contributions          Against   For        Shareholder

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

WELLS FARGO AND COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John S. Chen               For       Abstain    Management
2     Elect Director Lloyd H. Dean              For       Abstain    Management
3     Elect Director Susan E. Engel             For       Abstain    Management
4     Elect Director Enrique Hernandez, Jr.     For       Abstain    Management
5     Elect Director Robert L. Joss             For       Abstain    Management
6     Elect Director Richard M. Kovacevich      For       Abstain    Management
7     Elect Director Richard D. McCormick       For       Abstain    Management
8     Elect Director Cynthia H. Milligan        For       Abstain    Management
9     Elect Director Nicholas G. Moore          For       Abstain    Management
10    Elect Director Philip J. Quigley          For       Abstain    Management
11    Elect Director Donald B. Rice             For       Abstain    Management
12    Elect Director Judith M. Runstad          For       Abstain    Management
13    Elect Director Stephen W. Sanger          For       Abstain    Management
14    Elect Director John G. Stumpf             For       Abstain    Management
15    Elect Director Susan G. Swenson           For       Abstain    Management
16    Elect Director Michael W. Wright          For       Abstain    Management
17    Ratify Auditors                           For       For        Management
18    Amend Executive Incentive Bonus Plan      For       For        Management
19    Amend Omnibus Stock Plan                  For       Against    Management
20    Require Independent Board Chairman        Against   For        Shareholder
21    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
22    Pay For Superior Performance              Against   Against    Shareholder
23    Report on Human Rights Investment         Against   Abstain    Shareholder
      Policies
24    Adopt EEO Policy Without Reference to     Against   Abstain    Shareholder
      Sexual Orientation
25    Report on Racial and Ethnic Disparities   Against   Abstain    Shareholder
      in Loan Pricing

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

WYETH

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

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

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

XTO ENERGY INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Adams III       For       Against    Management
2     Elect Director Keith A. Hutton            For       Against    Management
3     Elect Director Jack P. Randall            For       Against    Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         Against   For        Shareholder
========== END NPX REPORT



SIGNATURES:

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

Tri-Continental Corporation
--------------------------------------------------------------------------------
   (Registrant)

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

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

Date: August 20, 2008