N-PX 1 dnpx.htm LEGG MASON PARTNERS SERIES FUNDS INC. Legg Mason Partners Series Funds Inc.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number: 811-06087

 

LEGG MASON PARTNERS SERIES FUNDS, INC.


(Exact name of registrant as specified in charter)

 

125 BROAD STREET, NEW YORK, NEW YORK 10004


(Address of principal executive offices) (Zip code)

 

Robert I. Frenkel, Esq.

300 First Stamford Place, 4th Floor

Stamford, Connecticut 06902


(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 203-890-7046

 

Date of fiscal year end: December 31

 

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

 



Item 1. Proxy Voting Record

 

A report may indicate that the Adviser or Subadviser, as the case may be, “did note vote” in a particular proposal. No vote was entered for a proposal where (a) certain restrictions or pre-conditions on voting may, if followed, have adversely affected investment management of the fund’s portfolio holdings, such as “share blocking rules” that prohibit sales during the shareholder solicitation and voting process, (b) potential material conflicts of interest arising from proxy proposals were identified by the Proxy Voting Committee, (c) administrative or operational constraints impeded the ability to cast a timely vote, such as late receipt of proxy voting information, and/or (d) systems or processing errors occurred (including errors by third party vendors).

 

Prior to November 20, 2006, the registrant’s name was Salomon Brothers Series Funds Inc.

 

On August 18, 2006, Salomon Brothers Cash Management Fund was liquidated.

 

On October 6, 2006, Salomon Brothers Institutional Money Market Fund was liquidated.

 

On March 2, 2007, Legg Mason Partners Strategic Bond Fund (f/k/a Salomon Brothers Strategic Bond Fund) merged into Legg Mason Partners Diversified Strategic Income Fund. This filing contains the fund’s proxy voting record from July 1, 2006 up to the date of the merger.

 

On March 2, 2007, Legg Mason Partners New York Municipal Money Market Fund (f/k/a Salomon Brothers Municipal Money Market Fund) merged into Legg Mason Partners New York Money Market Portfolio. This filing contains the fund’s proxy voting record from July 1, 2006 up to the date of the merger.

 

On March 16, 2007, Legg Mason Partners Balanced Fund (f/k/a Salomon Brothers Balanced Fund) merged into Legg Mason Partners Capital and Income Fund. This filing contains the fund’s proxy voting record from July 1, 2006 up to the date of the merger.

 

As part of a number of initiatives to restructure and streamline the Legg Mason Partners fund complex, Legg Mason Partners Small Cap Growth Fund, Legg Mason Partners Short/Intermediate U.S. Government Fund and Legg Mason Partners Global High Yield Bond Fund assumed the respective assets and liabilities of respective predecessor funds with the same respective names effective April 16, 2007. On that date, Legg Mason Partners Small Cap Growth Fund became a series of Legg Mason Partners Equity Trust; and Legg Mason Partners Short/Intermediate U.S. Government Fund and Legg Mason Partners Global High Yield Bond Fund became series of Legg Mason Partners Income Trust. Prior thereto, the funds were series of Western Asset Funds II, Inc. The information in this filing relating to Legg Mason Partners Small Cap Growth Fund, Legg Mason Partners Short/Intermediate U.S. Government Fund and Legg Mason Partners Global High Yield Bond Fund prior to April 16, 2007 refers to the funds’ predecessors.




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

ICA File Number: 811-06087
Reporting Period: 07/01/2006 - 06/30/2007
Salomon Brothers Series Funds Inc









====================== LEGG MASON PARTNERS BALANCED FUND =======================


ALCOA INC.

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

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


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     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 Vernon E. Jordan, Jr.      For       For        Management
1.7   Elect Director Jan Leschly                For       For        Management
1.8   Elect Director Richard C. Levin           For       For        Management
1.9   Elect Director Richard A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Steven S. Reinemund        For       For        Management
1.13  Elect Director Robert D. Walter           For       For        Management
1.14  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


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AT&T INC

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

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


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William F. Aldinger III    For       For        Management
2     Elect Director Gilbert F. Amelio          For       For        Management
3     Elect Director Reuben V. Anderson         For       For        Management
4     Elect Director James H. Blanchard         For       For        Management
5     Elect Director August A. Busch III        For       For        Management
6     Elect Director James P. Kelly             For       For        Management
7     Elect Director Charles F. Knight          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 Toni Rembe                 For       For        Management
13    Elect Director Joyce M. Roche             For       For        Management
14    Elect Director Randall L. Stephenson      For       For        Management
15    Elect Director Laura D' Andrea Tyson      For       For        Management
16    Elect Director Patricia P. Upton          For       For        Management
17    Elect Director Edward E. Whitacre, Jr.    For       For        Management
18    Ratify Auditors                           For       For        Management
19    Compensation Specific-Severance Payments  For       For        Management
      to Executives
20    Report on Political Contributions         Against   Against    Shareholder
21    Amend Articles/Bylaws/Charter - Call      Against   For        Shareholder
      Special Meetings
22    Pay For Superior Performance              Against   Against    Shareholder
23    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
24    Establish SERP Policy                     Against   For        Shareholder


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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Don Cornwell            For       For        Management
1.2   Elect Director Edward T. Fogarty          For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director Andrea Jung                For       For        Management
1.5   Elect Director Maria Elena Lagomasino     For       For        Management
1.6   Elect Director Ann S. Moore               For       For        Management
1.7   Elect Director Paul S. Pressler           For       For        Management
1.8   Elect Director Gary M. Rodkin             For       For        Management
1.9   Elect Director Paula Stern                For       For        Management
1.10  Elect Director Lawrence A. Weinbach       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter-Adopt       For       For        Management
      Majority Voting
4     Pay For Superior Performance              Against   Against    Shareholder


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

BANK OF AMERICA CORP.

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

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


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

BANK OF NEW YORK CO., INC., THE

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Biondi                 For       For        Management
1.2   Elect Director Mr. Donofrio               For       For        Management
1.3   Elect Director Mr. Hassell                For       For        Management
1.4   Elect Director Mr. Kogan                  For       For        Management
1.5   Elect Director Mr. Kowalski               For       For        Management
1.6   Elect Director Mr. Luke                   For       For        Management
1.7   Elect Director Ms. Rein                   For       For        Management
1.8   Elect Director Mr. Renyi                  For       For        Management
1.9   Elect Director Mr. Richardson             For       For        Management
1.10  Elect Director Mr. Scott                  For       For        Management
1.11  Elect Director Mr. Vaughan                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Restore or Provide for Cumulative Voting  Against   For        Shareholder
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 5, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates III       For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Prohibit Investments in Foreign           Against   Against    Shareholder
      Corporations Operating in Markets
      Embargoed by the United States Government


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 5, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates, III      For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Prohibit Investment in Foreign            Against   Against    Shareholder
      Corporations that Operate in Regions
      Embargoed by the U.S. Government


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

BP PLC

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 12, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND ACCOUNTS
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
3.1   Elect  Director Dr D C Allen              For       For        Management
3.2   Elect  Director Lord Browne               For       For        Management
3.3   Elect  Director Mr A Burgmans             For       For        Management
3.4   Elect  Director Sir William Castell       For       For        Management
3.5   Elect  Director Mr I C Conn               For       For        Management
3.6   Elect  Director Mr E B Davis, Jr          For       For        Management
3.7   Elect  Director Mr D J Flint              For       For        Management
3.8   Elect  Director Dr B E Grote              For       For        Management
3.9   Elect  Director Dr A B Hayward            For       For        Management
3.10  Elect  Director Mr A G Inglis             For       For        Management
3.11  Elect  Director Dr D S Julius             For       For        Management
3.12  Elect  Director Sir Tom Mckillop          For       For        Management
3.13  Elect  Director Mr J A Manzoni            For       For        Management
3.14  Elect  Director Dr W E Massey             For       For        Management
3.15  Elect  Director Sir Ian Prosser           For       For        Management
3.16  Elect  Director Mr P D Sutherland         For       For        Management
4     Ratify Auditors                           For       For        Management
5     TO GIVE LIMITED AUTHORITY TO MAKE         For       For        Management
      POLITICAL DONATIONS AND INCUR POLITICAL
      EXPENDITURE
6     TO AUTHORIZE THE USE OF ELECTRONIC        For       For        Management
      COMMUNICATIONS
7     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
8     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
9     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      FREE OF PRE-EMPTION RIGHTS


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CANADIAN NATIONAL RAILWAY COMPANY

Ticker:       CNR            Security ID:  136375102
Meeting Date: APR 24, 2007   Meeting Type: Annual/Special
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael R. Armellino       For       For        Management
1.2   Elect Director A. Charles Baillie         For       For        Management
1.3   Elect Director Hugh J. Bolton             For       For        Management
1.4   Elect Director J.V. Raymond Cyr           For       For        Management
1.5   Elect Director Gordon D. Giffin           For       For        Management
1.6   Elect Director James K. Gray              For       For        Management
1.7   Elect Director E. Hunter Harrison         For       For        Management
1.8   Elect Director Edith E. Holiday           For       For        Management
1.9   Elect Director V. Maureen Kempston Darkes For       For        Management
1.10  Elect Director Robert H. Lee              For       For        Management
1.11  Elect Director Denis Losier               For       For        Management
1.12  Elect Director Edward C. Lumley           For       For        Management
1.13  Elect Director David G.A. McLean          For       For        Management
1.14  Elect Director Robert Pace                For       For        Management
2     Ratify KPMG LLP as Auditors               For       For        Management
3     Amend Management Long Term Incentive Plan For       For        Management
4     Link Executive Compensation to            Against   Against    Shareholder
      Environmental, Social and Governance
      Success
5     Integrate and Conduct a Track Safety      Against   Against    Shareholder
      Audit on BC Rail Operations


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

CHEVRON CORPORATION

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

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


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CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zoe Bard                   For       For        Management
1.2   Elect Director Sheila P. Burke            For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director  Joel J. Cohen             For       For        Management
1.5   Elect Director John D. Finnegan           For       For        Management
1.6   Elect Director Klaus J. Mangold           For       For        Management
1.7   Elect Director David G. Scholey           For       For        Management
1.8   Elect Director Lawrence M. Small          For       For        Management
1.9   Elect Director Daniel E. Somers           For       For        Management
1.10  Elect Director  Karen Hastie Williams     For       For        Management
1.11  Elect Director Alfred W. Zollar           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter General     For       For        Management
      Matters--Adopt Majority Vote Standard for
      the Election of Directors
4     Report on Political Contributions         Against   Against    Shareholder


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CISCO SYSTEMS, INC.

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

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


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

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Herbert A. Allen           For       For        Management
2     Elect Director Ronald W. Allen            For       For        Management
3     Elect Director Cathleen P. Black          For       For        Management
4     Elect Director Barry Diller               For       For        Management
5     Elect Director E. Neville Isdell          For       For        Management
6     Elect Director Donald R. Keough           For       For        Management
7     Elect Director Donald F. McHenry          For       For        Management
8     Elect Director Sam Nunn                   For       For        Management
9     Elect Director James D. Robinson, III     For       For        Management
10    Elect Director Peter V. Ueberroth         For       For        Management
11    Elect Director James B. Williams          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Executive Incentive Bonus Plan    For       For        Management
14    Limit Executive Compensation              Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
16    Report on Chemical and Biological Testing Against   Against    Shareholder
      Data
17    Report on Environmental Liabilities in    Against   Against    Shareholder
      India
18    Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       For        Management
3     Elect Director Ellen M. Hancock           For       For        Management
4     Elect Director David W. Johnson           For       For        Management
5     Elect Director Richard J. Kogan           For       For        Management
6     Elect Director Delano E. Lewis            For       For        Management
7     Elect Director Reuben Mark                For       For        Management
8     Elect Director J. Pedro Reinhard          For       For        Management
9     Ratify Auditors                           For       For        Management
10    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
11    Pay for Superior Performance              Against   Against    Shareholder


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DUKE REALTY CORPORATION

Ticker:       DRE            Security ID:  264411505
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barrington H. Branch       For       For        Management
1.2   Elect Director Geoffrey Button            For       For        Management
1.3   Elect Director William Cavanaugh III      For       For        Management
1.4   Elect Director Ngaire E. Cuneo            For       For        Management
1.5   Elect Director Charles R. Eitel           For       For        Management
1.6   Elect Director R. Glenn Hubbard           For       For        Management
1.7   Elect Director Martin C. Jischke          For       For        Management
1.8   Elect Director L. Ben Lytle               For       For        Management
1.9   Elect Director William O. Mccoy           For       For        Management
1.10  Elect Director Dennis D. Oklak            For       For        Management
1.11  Elect Director Jack R. Shaw               For       For        Management
1.12  Elect Director Robert J. Woodward, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management


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FREESCALE SEMICONDUCTOR, INC.

Ticker:       FSL            Security ID:  35687M206
Meeting Date: NOV 13, 2006   Meeting Type: Special
Record Date:  OCT 18, 2006

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


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GENERAL ELECTRIC CO.

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

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


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director L.T. Babbio, Jr.           For       For        Management
2     Elect Director S.M. Baldauf               For       For        Management
3     Elect Director R.A. Hackborn              For       For        Management
4     Elect Director J.H. Hammergren            For       For        Management
5     Elect Director M.V. Hurd                  For       For        Management
6     Elect Director R.L. Ryan                  For       For        Management
7     Elect Director L.S. Salhany               For       For        Management
8     Elect Director G.K.Thompson               For       For        Management
9     Ratify Auditors                           For       For        Management
10    Require Director Nominee Qualifications   Against   For        Shareholder
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
13    Performance-Based Equity Awards           Against   For        Shareholder


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

IDEARC INC.

Ticker:       IAR            Security ID:  451663108
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Mueller            For       For        Management
1.2   Elect Director Jerry V. Elliott           For       For        Management
1.3   Elect Director Katherine J. Harless       For       For        Management
1.4   Elect Director Donald B. Reed             For       For        Management
1.5   Elect Director Stephen L. Robertson       For       For        Management
1.6   Elect Director Thomas S. Rogers           For       For        Management
1.7   Elect Director Paul E. Weaver             For       For        Management
2     Ratify Auditors                           For       For        Management


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

JPMORGAN CHASE & CO.

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

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


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Clark           For       For        Management
1.2   Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
1.3   Elect Director William B. Harrison, Jr.   For       For        Management
1.4   Elect Director William N. Kelley, M.D.    For       For        Management
1.5   Elect Director Rochelle B. Lazarus        For       For        Management
1.6   Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
1.7   Elect Director Anne M. Tatlock            For       For        Management
1.8   Elect Director Samuel O. Thier, M.D.      For       For        Management
1.9   Elect Director Wendell P. Weeks           For       For        Management
1.10  Elect Director Peter C. Wendell           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Establish Range For Board Size            For       For        Management
6     Replace Cumulative Voting to Majority     For       For        Management
      Vote Standard for the Election of
      Directors
7     Publish Political Contributions           Against   Against    Shareholder
8     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director David F. Marquardt         For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Helmut Panke               For       For        Management
9     Elect Director Jon A. Shirley             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Cease Product Sales that Can Be Used to   Against   Against    Shareholder
      Violate Human Rights
12    Amend EEO Statement to Not Reference      Against   Against    Shareholder
      Sexual Orientation
13    Establish Shareholder Advisory Committee  Against   Against    Shareholder


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 17, 2007   Meeting Type: Annual
Record Date:  NOV 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank V. Atlee III        For       For        Management
1.2   Elect  Director Arthur H. Harper          For       For        Management
1.3   Elect  Director Gwendolyn S. King         For       For        Management
1.4   Elect  Director Sharon R. Long, Ph.D.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

MOTOROLA, INC.

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

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


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dina Dublon                For       For        Management
2     Elect Director Victor J. Dzau, M.D.       For       For        Management
3     Elect Director Ray L. Hunt                For       For        Management
4     Elect Director Alberto Ibarguen           For       For        Management
5     Elect Director Arthur C. Martinez         For       For        Management
6     Elect Director Indra K. Nooyi             For       For        Management
7     Elect Director Sharon Percy Rockefeller   For       For        Management
8     Elect Director James J. Schiro            For       For        Management
9     Elect Director Daniel Vasella             For       For        Management
10    Elect Director Michael D. White           For       For        Management
11    Ratify Auditors                           For       For        Management
12    Approve Omnibus Stock Plan                For       For        Management
13    Report on Charitable Contributions        Against   Against    Shareholder


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

PFIZER INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director Jeffrey B. Kindler         For       For        Management
1.10  Elect Director George A. Lorch            For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management
1.12  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Report on Animal Testing Policies         Against   Against    Shareholder
5     Amend Animal Welfare Policy               Against   Against    Shareholder
6     Require Director Nominee Qualifications   Against   Against    Shareholder


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

RECKSON ASSOCIATES REALTY CORP.

Ticker:       RA             Security ID:  75621K106
Meeting Date: DEC 6, 2006    Meeting Type: Special
Record Date:  OCT 13, 2006

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


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     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
1.13  Elect Director R. Talwar                  For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS.
3     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM.


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

SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867229106
Meeting Date: APR 26, 2007   Meeting Type: Annual/Special
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mel E. Benson              For       For        Management
1.2   Elect Director Brian A. Canfield          For       For        Management
1.3   Elect Director Bryan P. Davies            For       For        Management
1.4   Elect Director Brian A. Felesky           For       For        Management
1.5   Elect Director John T. Ferguson           For       For        Management
1.6   Elect Director W. Douglas Ford            For       For        Management
1.7   Elect Director Richard L. George          For       For        Management
1.8   Elect Director John R. Huff               For       For        Management
1.9   Elect Director M. Ann McCaig              For       For        Management
1.10  Elect Director Michael W. O'Brien         For       For        Management
1.11  Elect Director Eira M. Thomas             For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Amend Equity Compensation Plan            For       For        Management
4     Approve Performance Stock Options         For       For        Management
5     Amend Bylaws                              For       For        Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

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


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Barker            For       For        Management
2     Elect Director Richard L. Carrion         For       For        Management
3     Elect Director M. Frances Keeth           For       For        Management
4     Elect Director Robert W. Lane             For       For        Management
5     Elect Director Sandra O. Moose            For       For        Management
6     Elect Director Joseph Neubauer            For       For        Management
7     Elect Director Donald T. Nicolaisen       For       For        Management
8     Elect Director Thomas H. O'Brien          For       For        Management
9     Elect Director Clarence Otis, Jr.         For       For        Management
10    Elect Director Hugh B. Price              For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John W. Snow               For       For        Management
14    Elect Director John R. Stafford           For       For        Management
15    Elect Director Robert D. Storey           For       For        Management
16    Ratify Auditors                           For       For        Management
17    Limit Executive Compensation              Against   Against    Shareholder
18    Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
19    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officer's Compensation
21    Adopt Policy on Overboarded Director      Against   Against    Shareholder
22    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
23    Report on Charitable Contributions        Against   Against    Shareholder


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

WYETH

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

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




=============== LEGG MASON PARTNERS GLOBAL HIGH YIELD BOND FUND ================

The Fund did not hold any voting securities and accordingly did not vote
 any proxies during the reporting period.




=========== LEGG MASON PARTNERS NEW YORK MUNICIPAL MONEY MARKET FUND ===========

The Fund did not hold any voting securities and accordingly did not vote
 any proxies during the reporting period.




========= LEGG MASON PARTNERS SHORT/INTERMEDIATE U.S. GOVERNMENT FUND ==========

The Fund did not hold any voting securities and accordingly did not vote
 any proxies during the reporting period.




================== LEGG MASON PARTNERS SMALL CAP GROWTH FUND ===================


ADC TELECOMMUNICATIONS, INC.

Ticker:       ADCT           Security ID:  000886309
Meeting Date: MAR 6, 2007    Meeting Type: Annual
Record Date:  JAN 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Boyle, III         For       For        Management
1.2   Elect Director William R. Spivey, Ph.D.   For       For        Management
1.3   Elect Director Robert E. Switz            For       For        Management
1.4   Elect Director Larry W. Wangberg          For       For        Management
2     Fix Number of Directors                   For       For        Management
3     Ratify Auditors                           For       For        Management


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

ADVANCED MEDICAL OPTICS, INC.

Ticker:       EYE            Security ID:  00763M108
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Christopher G. Chavez      For       For        Management
1.2   Elect Director Elizabeth H. Davila        For       For        Management
2     Ratify Auditors                           For       For        Management


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

AEGEAN MARINE PETROLEUM NETWORK INC

Ticker:       ANW            Security ID:  Y0017S102
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John O. Hatab             For       For        Management
1.2   Elect  Director Y.N. Papanicolaou         For       For        Management
2     Ratify Auditors                           For       For        Management


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

AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard E. Floor           For       For        Management
1.2   Elect Director Sean M. Healey             For       For        Management
1.3   Elect Director Harold J. Meyerman         For       For        Management
1.4   Elect Director William J. Nutt            For       For        Management
1.5   Elect Director Rita M. Rodriguez          For       For        Management
1.6   Elect Director Patrick T. Ryan            For       For        Management
1.7   Elect Director Jide J. Zeitlin            For       For        Management
2     Ratify Auditors                           For       For        Management


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

AGCO CORP.

Ticker:       AG             Security ID:  001084102
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Wayne Booker            For       For        Management
1.2   Elect Director Francisco R. Gros          For       For        Management
1.3   Elect Director Gerald B. Johanneson       For       For        Management
1.4   Elect Director Curtis E. Moll             For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Ticker:       ARE            Security ID:  015271109
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel S. Marcus             For       For        Management
1.2   Elect Director James H. Richardson        For       For        Management
1.3   Elect Director John L. Atkins, III        For       For        Management
1.4   Elect Director Richard B. Jennings        For       For        Management
1.5   Elect Director Richard H. Klein           For       For        Management
1.6   Elect Director Martin A. Simonetti        For       For        Management
1.7   Elect Director Alan G. Walton             For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard Bell, M.D.         For       For        Management
1.2   Elect Director David W. Keiser            For       For        Management
1.3   Elect Director Max Link, Ph.D.            For       For        Management
1.4   Elect Director Joseph A. Madri, Ph.D.,    For       For        Management
      M.D.
1.5   Elect Director Larry L. Mathis            For       For        Management
1.6   Elect Director R. Douglas Norby           For       For        Management
1.7   Elect Director Alvin S. Parven            For       For        Management
1.8   Elect Director Ruedi E. Waeger, Ph.D.     For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

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


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

ANDREW CORP.

Ticker:       ANDW           Security ID:  034425108
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.L. Bax                   For       For        Management
1.2   Elect Director T.A. Donahoe               For       For        Management
1.3   Elect Director R.E. Faison                For       For        Management
1.4   Elect Director J.D. Fluno                 For       For        Management
1.5   Elect Director W.O. Hunt                  For       For        Management
1.6   Elect Director G.A. Poch                  For       For        Management
1.7   Elect Director A.F. Pollack               For       For        Management
1.8   Elect Director G.O. Toney                 For       For        Management
1.9   Elect Director A.L. Zopp                  For       For        Management
2     Ratify Auditors                           For       For        Management


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

ARENA PHARMACEUTICALS, INC.

Ticker:       ARNA           Security ID:  040047102
Meeting Date: JUN 11, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jack Lief                  For       For        Management
1.2   Elect Director Dominic P. Behan           For       For        Management
1.3   Elect Director Donald D. Belcher          For       For        Management
1.4   Elect Director Scott H. Bice              For       For        Management
1.5   Elect Director Harry F Hixson, Jr         For       For        Management
1.6   Elect Director J.C. La Force, Jr          For       For        Management
1.7   Elect Director Tina S. Nova               For       For        Management
1.8   Elect Director Christine A. White         For       For        Management
2     Ratify Auditors                           For       For        Management


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ARIAD PHARMACEUTICALS, INC.

Ticker:       ARIA           Security ID:  04033A100
Meeting Date: JUN 19, 2007   Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Athanase Lavidas           For       For        Management
1.2   Elect Director Peter J. Nelson            For       For        Management
2     Ratify Auditors                           For       For        Management


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AVANIR PHARMACEUTICALS

Ticker:       AVNR           Security ID:  05348P401
Meeting Date: FEB 1, 2007    Meeting Type: Annual
Record Date:  DEC 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David J. Mazzo, Ph.D.      For       For        Management
1.2   Elect Director Craig A. Wheeler           For       For        Management
1.3   Elect Director Scott M. Whitcup, M.D.     For       For        Management
2     Ratify Auditors                           For       For        Management


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AVIALL, INC.

Ticker:       AVL            Security ID:  05366B102
Meeting Date: SEP 19, 2006   Meeting Type: Special
Record Date:  AUG 15, 2006

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


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AVID TECHNOLOGY, INC.

Ticker:       AVID           Security ID:  05367P100
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Krall             For       For        Management
1.2   Elect Director Pamela F. Lenehan          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       For        Management


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BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jean-Jacques Bienaime      For       For        Management
1.2   Elect Director Michael Grey               For       For        Management
1.3   Elect Director Elaine J. Heron            For       For        Management
1.4   Elect Director Joseph Klein, III          For       For        Management
1.5   Elect Director Pierre Lapalme             For       For        Management
1.6   Elect Director V. Bryan Lawlis            For       For        Management
1.7   Elect Director Alan J. Lewis              For       For        Management
1.8   Elect Director Richard A. Meier           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

BLACKBOARD INC

Ticker:       BBBB           Security ID:  091935502
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank Gatti                For       For        Management
1.2   Elect Director Matthew Pittinsky          For       For        Management
1.3   Elect Director Beth Kaplan                For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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CARBO CERAMICS INC.

Ticker:       CRR            Security ID:  140781105
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Claude E. Cooke, Jr.       For       For        Management
1.2   Elect Director Chad C. Deaton             For       For        Management
1.3   Elect Director Gary A. Kolstad            For       For        Management
1.4   Elect Director H. E. Lentz, Jr.           For       For        Management
1.5   Elect Director Jesse P. Orsini            For       For        Management
1.6   Elect Director William C. Morris          For       For        Management
1.7   Elect Director Robert S. Rubin            For       For        Management
2     Ratify Auditors                           For       For        Management


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CITIZENS COMMUNICATIONS CO.

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

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


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COLDWATER CREEK INC.

Ticker:       CWTR           Security ID:  193068103
Meeting Date: JUN 9, 2007    Meeting Type: Annual
Record Date:  APR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Alexander         For       For        Management
1.2   Elect Director Jerry Gramaglia            For       For        Management
1.3   Elect Director Kay Isaacson-Leibowitz     For       For        Management
2     Ratify Auditors                           For       For        Management


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COMPASS MINERALS INTERNATIONAL, INC

Ticker:       CMP            Security ID:  20451N101
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angelo C. Brisimitzakis    For       For        Management
1.2   Elect Director Timothy R. Snider          For       For        Management
2     Ratify Auditors                           For       For        Management


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COREL CORP.

Ticker:       CRE            Security ID:  21869X103
Meeting Date: MAY 9, 2007    Meeting Type: Annual/Special
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Dobson               For       Withhold   Management
1.2   Elect Director Steven Cohen               For       For        Management
1.3   Elect Director J. Ian Giffen              For       For        Management
1.4   Elect Director Amish Mehta                For       For        Management
1.5   Elect Director Alexander Slusky           For       Withhold   Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Amend Stock Option Plan                   For       Against    Management


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

CRANE CO.

Ticker:       CR             Security ID:  224399105
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karen E. Dykstra           For       For        Management
1.2   Elect Director Richard S. Forte           For       For        Management
1.3   Elect Director William E. Lipner          For       For        Management
1.4   Elect Director James L. L. Tullis         For       For        Management
1.5   Elect Director Philip R. Lochner, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Implement the MacBride Principles         Against   Against    Shareholder


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

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward C. Hutcheson, Jr.   For       For        Management
1.2   Elect Director J. Landis Martin           For       For        Management
1.3   Elect Director W. Benjamin Moreland       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Eliminate Class of Common Stock           For       For        Management
4     Ratify Auditors                           For       For        Management


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CTRIP COM INTL LTD

Ticker:       CTRP           Security ID:  22943F100
Meeting Date: OCT 17, 2006   Meeting Type: Annual
Record Date:  SEP 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVE DISTRIBUTION OF 30% OF THE        For       For        Management
      COMPANY'S NET INCOME FOR 2006 (AS
      DETERMINED IN ACCORDANCE WITH THE
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      IN THE UNITED STATES AND REPORTED IN THE
      AUDITED CONSOLIDATED FINANCIAL STATEMENTS
      OF THE COMPANY FOR THE YEAR)
2     THAT THE ARTICLES OF ASSOCIATION OF THE   For       Against    Management
      COMPANY BE AMENDED IN THE FORM ATTACHED
      TO THE NOTICE OF THE ANNUAL GENERAL
      MEETING AS EXHIBIT A


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

CTRIP COM INTL LTD

Ticker:       CTRP           Security ID:  22943F100
Meeting Date: JUN 15, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THAT A DISTRIBUTION OF 30 PERCENT OF THE  For       For        Management
      COMPANY S NET INCOME FOR 2007 (AS
      DETERMINED IN ACCORDANCE WITH THE
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      IN THE UNITED STATES AND REPORTED IN THE
      AUDITED CONSOLIDATED FINANCIAL STATEMENTS
      OF THE COMPANY
2     THAT THE COMPANY'S 2007 SHARE INCENTIVE   For       Against    Management
      PLAN, UNDER WHICH, SUBJECT TO OTHER
      PROVISIONS OF THE PLAN, THE MAXIMUM
      AGGREGATE NUMBER OF SHARES (CAPITALIZED
      TERMS HEREIN WILL HAVE THE MEANINGS
      DEFINED IN THE PLAN UNLESS STATED
      OTHERWISE) WHICH MAY BE ISSUED


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

CULLEN/FROST BANKERS, INC.

Ticker:       CFR            Security ID:  229899109
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard W. Evans, Jr.      For       For        Management
1.2   Elect Director Karen E. Jennings          For       For        Management
1.3   Elect Director R.M. Kleberg, III          For       For        Management
1.4   Elect Director Horace Wilkins, Jr         For       For        Management
1.5   Elect Director T.C. Frost                 For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

DJO INC.

Ticker:       DJO            Security ID:  23325G104
Meeting Date: JUN 4, 2007    Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jack R. Blair              For       For        Management
1.2   Elect Director Mitchell J. Blutt          For       For        Management
1.3   Elect Director W. Thomas Mitchell         For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

DOBSON COMMUNICATION CORPORATION

Ticker:       DCEL           Security ID:  256069105
Meeting Date: JUN 4, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred J. Hall               For       For        Management
1.2   Elect Director Steven P. Dussek           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

DSW INC

Ticker:       DSW            Security ID:  23334L102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jay L. Schottenstein       For       For        Management
1.2   Elect Director Philip B. Miller           For       For        Management
1.3   Elect Director James D. Robbins           For       For        Management


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EAST WEST BANCORP, INC.

Ticker:       EWBC           Security ID:  27579R104
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peggy Cherng               For       For        Management
1.2   Elect Director Julia S. Gouw              For       For        Management
1.3   Elect Director John Lee                   For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

ECI TELECOM LTD.

Ticker:       ECIL           Security ID:  268258100
Meeting Date: SEP 20, 2006   Meeting Type: Annual
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT DR. MICHAEL J. ANGHEL AS AN      For       For        Management
      EXTERNAL DIRECTOR
2     TO ELECT SHLOMO DOVRAT AS DIRECTOR        For       For        Management
3     TO ELECT RAANAN COHEN AS DIRECTOR         For       For        Management
4     TO ELECT EYAL DESHEH  AS DIRECTOR         For       For        Management
5     TO ELECT CRAIG EHRLICH AS DIRECTOR        For       For        Management
6     TO ELECT AVRAHAM FISCHER AS DIRECTOR      For       For        Management
7     TO ELECT COLIN R. GREEN AS DIRECTOR       For       For        Management
8     TO ELECT DORON INBAR AS DIRECTOR          For       For        Management
9     TO ELECT JONATHAN B. KOLBER AS DIRECTOR   For       For        Management
10    TO ELECT NIEL RANSOM AS DIRECTOR          For       For        Management
11    TO ELECT CASIMIR SKRZYPCZAK AS DIRECTOR   For       For        Management
12    TO ELECT GERD TENZER AS DIRECTOR          For       For        Management
13    TO APPROVE TERMS OF COMPENSATION FOR THE  For       Against    Management
      DIRECTOR: YOCHEVED DVIR
14    TO APPROVE TERMS OF COMPENSATION FOR THE  For       Against    Management
      DIRECTOR: EYAL DESHEH
15    TO APPROVE TERMS OF COMPENSATION FOR THE  For       Against    Management
      DIRECTOR: COLIN R. GREEN
16    TO APPROVE TERMS OF COMPENSATION FOR THE  For       Against    Management
      DIRECTOR: NIEL RANSOM
17    TO APPROVE TERMS OF COMPENSATION FOR THE  For       Against    Management
      DIRECTOR: GERD TENZER
18    TO APPROVE A CONSULTANCY AGREEMENT IN     For       For        Management
      RESPECT OF SERVICES OF DORON INBAR.
19    TO APPROVE THE ISSUANCE OF RESTRICTED     For       Against    Management
      SHARES TO DORON INBAR.
20    TO APPROVE THE GRANT OF STOCK OPTIONS TO  For       Against    Management
      CARMEL V.C. LTD.
21    TO APPROVE THE ISSUANCE OF RESTRICTED     For       Against    Management
      SHARES TO SHLOMO DOVRAT.
22    TO APPROVE ADJUSTMENTS TO TERMS OF STOCK  For       Against    Management
      OPTION AWARDS.
23    TO REAPPOINT INDEPENDENT AUDITORS AND     For       For        Management
      APPROVE THE FIXING OF THEIR REMUNERATION
      BY THE AUDIT COMMITTEE.


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

ECI TELECOM LTD.

Ticker:       ECIL           Security ID:  268258100
Meeting Date: MAR 22, 2007   Meeting Type: Special
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE AN AMENDMENT TO ARTICLE 69 OF  For       For        Management
      THE COMPANY S ARTICLES OF ASSOCIATION,
      RELATING TO INDEMNIFICATION OF DIRECTORS
      AND OTHER OFFICE HOLDERS.
2     I DO NOT HAVE A PERSONAL INTEREST IN      For       For        Management
      PROPOSAL 1. (IF YOU DO NOT HAVE A
      PERSONAL INTEREST, MARK THE  FOR  BOX. IF
      YOU HAVE A PERSONAL INTEREST, MARK THE
      AGAINST  BOX.)
3     SUBJECT TO APPROVAL OF PROPOSAL 1, TO     For       For        Management
      APPROVE AN AMENDMENT TO THE TERMS OF
      DIRECTORS  INDEMNIFICATION.
4     I DO NOT HAVE A PERSONAL INTEREST IN      For       For        Management
      PROPOSAL 2. (IF YOU DO NOT HAVE A
      PERSONAL INTEREST, MARK THE  FOR  BOX. IF
      YOU HAVE A PERSONAL INTEREST, MARK THE
      AGAINST  BOX.)
5     TO APPROVE A CONSULTANCY AGREEMENT WITH   For       For        Management
      NIEL RANSOM, ONE OF THE COMPANY S
      DIRECTORS.
6     TO APPROVE A REGISTRATION RIGHTS          For       For        Management
      AGREEMENT IN CONNECTION WITH SHARES HELD
      BY THE COMPANY S TWO LARGEST
      SHAREHOLDERS.
7     I DO NOT HAVE A PERSONAL INTEREST IN      For       For        Management
      PROPOSAL 4. (IF YOU DO NOT HAVE A
      PERSONAL INTEREST, MARK THE  FOR  BOX. IF
      YOU HAVE A PERSONAL INTEREST, MARK THE
      AGAINST  BOX.


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

ELIZABETH ARDEN INC

Ticker:       RDEN           Security ID:  28660G106
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Scott Beattie           For       For        Management
1.2   Elect Director Fred Berens                For       For        Management
1.3   Elect Director Maura J. Clark             For       For        Management
1.4   Elect Director Richard C.W. Mauran        For       For        Management
1.5   Elect Director William M. Tatham          For       For        Management
1.6   Elect Director J.W. Nevil Thomas          For       For        Management
1.7   Elect Director Paul West                  For       For        Management
2     Ratify Auditors                           For       For        Management


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

ELKCORP

Ticker:       ELK            Security ID:  287456107
Meeting Date: OCT 31, 2006   Meeting Type: Annual
Record Date:  SEP 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas D. Karol            For       For        Management
1.2   Elect Director Dale V. Kesler             For       For        Management
2     Ratify Auditors                           For       For        Management


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ENDO PHARMACEUTICALS HOLDINGS INC

Ticker:       ENDP           Security ID:  29264F205
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Delucca            For       For        Management
1.2   Elect Director Michel De Rosen            For       For        Management
1.3   Elect Director George F. Horner, III      For       For        Management
1.4   Elect Director Michael Hyatt              For       For        Management
1.5   Elect Director Roger H. Kimmel            For       For        Management
1.6   Elect Director Peter A. Lankau            For       For        Management
1.7   Elect Director C.A. Meanwell              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

EXELIXIS, INC

Ticker:       EXEL           Security ID:  30161Q104
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan M. Garber             For       For        Management
1.2   Elect Director Vincent T. Marchesi        For       For        Management
1.3   Elect Director Carl B. Feldbaum           For       For        Management
2     Ratify Auditors                           For       For        Management


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FELCOR LODGING TRUST INCORPORATED

Ticker:       FCH            Security ID:  31430F101
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Melinda J. Bush            For       For        Management
1.2   Elect Director Charles A. Ledsinger, Jr.  For       For        Management
1.3   Elect Director Robert H. Lutz, Jr.        For       For        Management
1.4   Elect Director Robert F. Cotter           For       For        Management
1.5   Elect Director Thomas C. Hendrick         For       For        Management
2     Ratify Auditors                           For       For        Management


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

GLOBAL SIGNAL, INC.

Ticker:       GSL            Security ID:  37944Q103
Meeting Date: JAN 11, 2007   Meeting Type: Special
Record Date:  NOV 27, 2006

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


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

GMARKET INC

Ticker:       GMKT           Security ID:  38012G100
Meeting Date: DEC 30, 2006   Meeting Type: Special
Record Date:  DEC 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Two Directors                       For       For        Management


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

GMARKET INC

Ticker:       GMKT           Security ID:  38012G100
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  DEC 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE AUDITED FINANCIAL         For       For        Management
      STATEMENTS (BASED ON KOREAN GAAP).
2     APPROVAL TO GRANT STOCK OPTIONS TO        For       For        Management
      ELIGIBLE EMPLOYEES.
3     APPROVAL TO FIX AGGREGATE COMPENSATION    For       For        Management
      CEILING OF 1,000,000,000.00 WON FOR ALL
      DIRECTORS COMBINED.
4     APPROVAL TO AMEND THE BUSINESS PURPOSE IN For       For        Management
      THE ARTICLES OF INCORPORATION.
5     RE-ELECTION OF YOUNG BAE KU AS DIRECTOR   For       For        Management
      FOR A THREE (3) YEAR TERM.
6     RE-ELECTION OF INDEPENDENT DIRECTOR FOR A For       For        Management
      TERM OF ONE YEAR: JOHN E. MILBURN.
7     RE-ELECTION OF INDEPENDENT DIRECTOR FOR A For       For        Management
      TERM OF ONE YEAR: MASSOUD ENTEKHABI.
8     RE-ELECTION OF INDEPENDENT DIRECTOR FOR A For       For        Management
      TERM OF ONE YEAR: HAKKYUN KIM.
9     RE-ELECTION OF INDEPENDENT DIRECTOR FOR A For       For        Management
      TERM OF ONE YEAR: JOON-HO HAHM.
10    RE-ELECTION OF INDEPENDENT DIRECTOR FOR A For       For        Management
      TERM OF ONE YEAR: SEOK-HEON KIM.
11    Other Business                            For       For        Management


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

GMX RESOURCES, INC.

Ticker:       GMXR           Security ID:  38011M108
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ken L. Kenworthy, Jr.      For       For        Management
1.2   Elect Director Ken L. Kenworthy, Sr.      For       For        Management
1.3   Elect Director T. J. Boismier             For       For        Management
1.4   Elect Director Steven Craig               For       For        Management
1.5   Elect Director Jon W. 'Tucker' McHugh     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management


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

GRAMERCY CAPITAL CORP

Ticker:       GKK            Security ID:  384871109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc Holliday              For       For        Management
1.2   Elect Director Paul J. Konigsberg         For       For        Management
1.3   Elect Director Charles S. Laven           For       For        Management
2     Ratify Auditors                           For       For        Management


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

HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     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


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

HERMAN MILLER, INC.

Ticker:       MLHR           Security ID:  600544100
Meeting Date: SEP 28, 2006   Meeting Type: Annual
Record Date:  JUL 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas D. French          For       For        Management
1.2   Elect Director John R. Hoke, III          For       For        Management
1.3   Elect Director James R. Kackley           For       For        Management
1.4   Elect Director Michael A. Volkema         For       For        Management
2     Ratify Auditors                           For       For        Management


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

IDEX CORP.

Ticker:       IEX            Security ID:  45167R104
Meeting Date: APR 3, 2007    Meeting Type: Annual
Record Date:  FEB 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ruby R. Chandy             For       For        Management
1.2   Elect Director Neil A. Springer           For       For        Management
2     Ratify Auditors                           For       For        Management


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

INFINITY PHARMACEUTICALS INC

Ticker:       INFI           Security ID:  45665G303
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eric S. Lander, Ph.D.      For       For        Management
2     Elect Director Franklin H. Moss, Ph.D.    For       For        Management
3     Elect Director Herm Rosenman              For       For        Management
4     Elect Director James B. Tananbaum, Ph.D.  For       For        Management
5     Amend Articles-Declassify the Board and   For       For        Management
      Allow Removal of Directors With or
      Without Cause
6     Amend Bylaws- Consistency with Articles   For       For        Management
      of Incorporation on Declassification of
      the Board and Removal of Directors
7     Ratify Auditors                           For       For        Management


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

INPUT/OUTPUT, INC.

Ticker:       IO             Security ID:  457652105
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Franklin Myers             For       For        Management
1.2   Elect Director Bruce S. Appelbaum, Ph.D.  For       For        Management
1.3   Elect Director S. James Nelson, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

ITC HOLDINGS CORP

Ticker:       ITC            Security ID:  465685105
Meeting Date: JUN 8, 2007    Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Museler         For       For        Management
1.2   Elect Director Gordon Bennett Stewart,    For       For        Management
      III
1.3   Elect Director Lee C. Stewart             For       For        Management
1.4   Elect Director Edward G. Jepsen           For       For        Management
1.5   Elect Director Joseph L. Welch            For       For        Management
2     Classify the Board of Directors           For       Against    Management
3     Ratify Auditors                           For       For        Management


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

ITRON, INC.

Ticker:       ITRI           Security ID:  465741106
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary E. Pruitt             For       For        Management
1.2   Elect Director Kirby A. Dyess             For       For        Management
1.3   Elect Director Thomas S. Glanville        For       For        Management
1.4   Elect Director Sharon L. Nelson           For       For        Management
1.5   Elect Director Leroy D. Nosbaum           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

J2 GLOBAL COMMUNICATIONS, INC.

Ticker:       JCOM           Security ID:  46626E205
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas Y. Bech            For       For        Management
1.2   Elect Director Robert J. Cresci           For       For        Management
1.3   Elect Director John F. Rieley             For       Withhold   Management
1.4   Elect Director Richard S. Ressler         For       For        Management
1.5   Elect Director Michael P. Schulhof        For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Other Business                            For       For        Management


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

JA SOLAR HLDGS CO LTD

Ticker:       JASO           Security ID:  466090107
Meeting Date: JUN 30, 2007   Meeting Type: Annual
Record Date:  MAY 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Article 154 of the Second Amended   For       For        Management
      and Restated Articles of Association of
      the Company


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

JLG INDUSTRIES, INC.

Ticker:       JLG            Security ID:  466210101
Meeting Date: NOV 16, 2006   Meeting Type: Annual
Record Date:  SEP 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.V. Armes                 For       For        Management
1.2   Elect Director T.P. Capo                  For       For        Management
1.3   Elect Director W.K. Foster                For       For        Management
1.4   Elect Director W.M. Lasky                 For       For        Management
1.5   Elect Director J.A. Mezera                For       For        Management
1.6   Elect Director D.L. Pugh                  For       For        Management
1.7   Elect Director S. Rabinowitz              For       For        Management
1.8   Elect Director R.C. Stark                 For       For        Management
1.9   Elect Director T.C. Wajnert               For       For        Management
2     Ratify Auditors                           For       For        Management


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

JLG INDUSTRIES, INC.

Ticker:       JLG            Security ID:  466210101
Meeting Date: DEC 4, 2006    Meeting Type: Special
Record Date:  NOV 3, 2006

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


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

LIFEPOINT HOSPITALS, INC.

Ticker:       LPNT           Security ID:  53219L109
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director DeWitt Ezell, Jr.          For       For        Management
1.2   Elect Director William V. Lapham          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

LIZ CLAIBORNE, INC.

Ticker:       LIZ            Security ID:  539320101
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raul J. Fernandez          For       For        Management
1.2   Elect Director Kenneth P. Kopelman        For       For        Management
1.3   Elect Director Arthur C. Martinez         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

MANOR CARE, INC.

Ticker:       HCR            Security ID:  564055101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Mary Taylor Behrens        For       For        Management
2     Elect Director Joseph F. Damico           For       For        Management
3     Elect Director Stephen L. Guillard        For       For        Management
4     Elect Director William H. Longfield       For       For        Management
5     Elect Director Paul A. Ormond             For       For        Management
6     Elect Director John T. Schwieters         For       For        Management
7     Elect Director Richard C. Tuttle          For       For        Management
8     Elect Director Gail R. Wilensky, Ph.D     For       For        Management
9     Elect Director Thomas L. Young            For       For        Management


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

MARVEL ENTERTAINMENT, INC.

Ticker:       MVL            Security ID:  57383T103
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Morton E. Handel           For       For        Management
1.2   Elect Director Isaac Perlmutter           For       For        Management
1.3   Elect Director F. Peter Cuneo             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MELCO PBL ENTERTAINMENT (MACAU) LTD.

Ticker:       MPEL           Security ID:  585464100
Meeting Date: MAY 11, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RATIFICATION OF THE AUDITED FINANCIAL     For       For        Management
      STATEMENTS FOR THE FISCAL YEAR 2006 AND
      THE INCLUSION THEREOF IN THE ANNUAL
      REPORT ON FORM 20-F FILED WITH THE U.S.
      SECURITIES AND EXCHANGE COMMISSION.
2     Ratify Auditors                           For       For        Management


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

MENS WEARHOUSE, INC., THE

Ticker:       MW             Security ID:  587118100
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:  APR 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George Zimmer              For       For        Management
1.2   Elect Director David H. Edwab             For       For        Management
1.3   Elect Director Rinaldo S. Brutoco         For       For        Management
1.4   Elect Director Michael L. Ray             For       For        Management
1.5   Elect Director Sheldon I. Stein           For       For        Management
1.6   Elect Director Deepak Chopra              For       Withhold   Management
1.7   Elect Director William B. Sechrest        For       For        Management
1.8   Elect Director Larry R. Katzen            For       For        Management


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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert F. Spoerry          For       For        Management
2     Elect Director Wah-Hui Chu                For       For        Management
3     Elect Director Francis A. Contino         For       For        Management
4     Elect Director John T. Dickson            For       For        Management
5     Elect Director Philip H. Geier            For       For        Management
6     Elect Director Hans Ulrich Maerki         For       For        Management
7     Elect Director George M. Milne            For       For        Management
8     Elect Director Thomas P. Salice           For       For        Management
9     Ratify Auditors                           For       For        Management


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

MINERALS TECHNOLOGIES, INC.

Ticker:       MTX            Security ID:  603158106
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph C. Muscari          For       For        Management
1.2   Elect Director William C. Stivers         For       For        Management
2     Ratify Auditors                           For       For        Management


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

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:       MSM            Security ID:  553530106
Meeting Date: JAN 2, 2007    Meeting Type: Annual
Record Date:  NOV 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mitchell Jacobson          For       For        Management
1.2   Elect Director David Sandler              For       For        Management
1.3   Elect Director Charles Boehlke            For       For        Management
1.4   Elect Director Roger Fradin               For       For        Management
1.5   Elect Director Denis Kelly                For       For        Management
1.6   Elect Director Raymond Langton            For       For        Management
1.7   Elect Director Philip Peller              For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Ratify Auditors                           For       For        Management
6     Other Business                            For       For        Management


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

MUELLER INDUSTRIES, INC.

Ticker:       MLI            Security ID:  624756102
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alexander P. Federbush     For       For        Management
1.2   Elect Director Gennaro J. Fulvio          For       For        Management
1.3   Elect Director Gary S. Gladstein          For       For        Management
1.4   Elect Director Terry Hermanson            For       For        Management
1.5   Elect Director Robert B. Hodes            For       For        Management
1.6   Elect Director Harvey L. Karp             For       For        Management
1.7   Elect Director William D. O'Hagan         For       For        Management
2     Ratify Auditors                           For       For        Management


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

NCI BUILDING SYSTEMS, INC.

Ticker:       NCS            Security ID:  628852105
Meeting Date: MAR 9, 2007    Meeting Type: Annual
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary L. Forbes             For       For        Management
1.2   Elect Director Max L. Lukens              For       For        Management
1.3   Elect Director George Martinez            For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

NETGEAR INC

Ticker:       NTGR           Security ID:  64111Q104
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick C.S. Lo            For       For        Management
1.2   Elect Director Ralph E. Faison            For       For        Management
1.3   Elect Director A. Timothy Godwin          For       For        Management
1.4   Elect Director Jef Graham                 For       For        Management
1.5   Elect Director Linwood A. Lacy, Jr.       For       For        Management
1.6   Elect Director George G.C. Parker         For       For        Management
1.7   Elect Director Gregory J. Rossmann        For       For        Management
1.8   Elect Director Julie A. Shimer            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NU SKIN ENTERPRISES INC.

Ticker:       NUS            Security ID:  67018T105
Meeting Date: MAY 14, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Blake M. Roney             For       For        Management
1.2   Elect Director M. Truman Hunt             For       For        Management
1.3   Elect Director Sandra N. Tillotson        For       For        Management
1.4   Elect Director E.J. Garn                  For       Withhold   Management
1.5   Elect Director Daniel W. Campbell         For       Withhold   Management
1.6   Elect Director Andrew D. Lipman           For       For        Management
1.7   Elect Director Patricia Negron            For       Withhold   Management
1.8   Elect Director Christine M. Day           For       For        Management
1.9   Elect Director Desmond C. Wong            For       For        Management
2     Ratify Auditors                           For       Against    Management


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

OPTI CANADA INC.

Ticker:       OPC            Security ID:  68383K109
Meeting Date: APR 27, 2007   Meeting Type: Annual/Special
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Nine           For       For        Management
2.1   Elect Director Randall Goldstein          For       For        Management
2.2   Elect Director Yoram Bronicki             For       For        Management
2.3   Elect Director Sid W. Dykstra             For       For        Management
2.4   Elect Director Robert G. Puchniak         For       For        Management
2.5   Elect Director James M. Stanford          For       For        Management
2.6   Elect Director Geoffrey A. Cumming        For       For        Management
2.7   Elect Director Ian W. Delaney             For       For        Management
2.8   Elect Director Charles L. Dunlap          For       For        Management
2.9   Elect Director Christopher P. Slubicki    For       For        Management
3     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
4     Amend Stock Option Plan                   For       For        Management


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

ORBITAL SCIENCES CORP.

Ticker:       ORB            Security ID:  685564106
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward F. Crawley          For       For        Management
1.2   Elect Director Lennard A. Fisk            For       For        Management
1.3   Elect Director Ronald T. Kadish           For       For        Management
1.4   Elect Director Garrett E. Pierce          For       For        Management
1.5   Elect Director David W. Thompson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ORMAT TECHNOLOGIES, INC.

Ticker:       ORA            Security ID:  686688102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lucien Bronicki            For       Withhold   Management
1.2   Elect Director Dan Falk                   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

OSCIENT PHARMACEUTICALS CORP.

Ticker:       OSCI           Security ID:  68812R105
Meeting Date: NOV 14, 2006   Meeting Type: Special
Record Date:  OCT 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reverse Stock Split               For       For        Management


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

P.F. CHANG'S CHINA BISTRO, INC.

Ticker:       PFCB           Security ID:  69333Y108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  MAR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard L. Federico        For       For        Management
2     Elect Director F. Lane Cadwell, Jr        For       For        Management
3     Elect Director Lesley H. Howe             For       For        Management
4     Elect Director M. Ann Rhoades             For       For        Management
5     Elect Director James G. Shennan, Jr       For       For        Management
6     Elect Director R. Michael Welborn         For       For        Management
7     Elect Director Kenneth J. Wessels         For       For        Management
8     Ratify Auditors                           For       For        Management
9     Adjourn Meeting                           For       For        Management


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

PIER 1 IMPORTS, INC

Ticker:       PIR            Security ID:  720279108
Meeting Date: JUN 28, 2007   Meeting Type: Annual
Record Date:  APR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Burgoyne           For       For        Management
1.2   Elect Director Michael R. Ferrari         For       For        Management
1.3   Elect Director Robert B. Holland, III     For       For        Management
1.4   Elect Director Karen W. Katz              For       For        Management
1.5   Elect Director Terry E. London            For       For        Management
1.6   Elect Director Alexander W. Smith         For       For        Management
1.7   Elect Director Cece Smith                 For       For        Management
1.8   Elect Director Tom M. Thomas              For       For        Management
2     Pay For Superior Performance              Against   Against    Shareholder


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

POOL CORP.

Ticker:       POOL           Security ID:  73278L105
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wilson B. Sexton           For       For        Management
1.2   Elect Director Andrew W. Code             For       For        Management
1.3   Elect Director James J. Gaffney           For       For        Management
1.4   Elect Director George T. Haymaker, Jr.    For       For        Management
1.5   Elect Director Manuel J. Perez De La Mesa For       For        Management
1.6   Elect Director Robert C. Sledd            For       For        Management
1.7   Elect Director Harlan F. Seymour          For       For        Management
1.8   Elect Director John E. Stokely            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

PS BUSINESS PARKS, INC.

Ticker:       PSB            Security ID:  69360J107
Meeting Date: APR 30, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald L. Havner, Jr.      For       For        Management
1.2   Elect Director Joseph D. Russell, Jr.     For       For        Management
1.3   Elect Director R. Wesley Burns            For       For        Management
1.4   Elect Director Arthur M. Friedman         For       For        Management
1.5   Elect Director James H. Kropp             For       For        Management
1.6   Elect Director Harvey Lenkin              For       For        Management
1.7   Elect Director Michael V. McGee           For       For        Management
1.8   Elect Director Alan K. Pribble            For       For        Management
2     Ratify Auditors                           For       For        Management


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

R.H. DONNELLEY CORP.

Ticker:       RHD            Security ID:  74955W307
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan F. Schultz            For       For        Management
2     Elect Director Barry Lawson Williams      For       For        Management
3     Elect Director Edwina Woodbury            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles L. Blackburn       For       For        Management
1.2   Elect Director Anthony V. Dub             For       For        Management
1.3   Elect Director V. Richard Eales           For       For        Management
1.4   Elect Director Allen Finkelson            For       For        Management
1.5   Elect Director Jonathan S. Linker         For       For        Management
1.6   Elect Director Kevin S. McCarthy          For       For        Management
1.7   Elect Director John H. Pinkerton          For       For        Management
1.8   Elect Director Jeffrey L. Ventura         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

RF MICRO DEVICES, INC.

Ticker:       RFMD           Security ID:  749941100
Meeting Date: AUG 1, 2006    Meeting Type: Annual
Record Date:  JUN 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Bruggeworth      For       For        Management
1.2   Elect Director Daniel A. DiLeo            For       For        Management
1.3   Elect Director Jeffery R. Gardner         For       For        Management
1.4   Elect Director David A. Norbury           For       For        Management
1.5   Elect Director Dr. Albert E. Paladino     For       For        Management
1.6   Elect Director William J. Pratt           For       For        Management
1.7   Elect Director Erik H. van der Kaay       For       For        Management
1.8   Elect Director Walter H. Wilkinson, Jr.   For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Ratify Auditors                           For       For        Management


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

SABRE HOLDINGS CORPORATION

Ticker:       TSG            Security ID:  785905100
Meeting Date: MAR 29, 2007   Meeting Type: Special
Record Date:  FEB 20, 2007

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


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

SCOTTS MIRACLE-GRO CO., THE

Ticker:       SMG            Security ID:  810186106
Meeting Date: JAN 25, 2007   Meeting Type: Annual
Record Date:  NOV 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark R. Baker              For       For        Management
1.2   Elect Director Joseph P. Flannery         For       For        Management
1.3   Elect Director K. Hagedorn Littlefield    For       For        Management
1.4   Elect Director Patrick J. Norton          For       For        Management
2     Report on Lobbying Expenditures           Against   Against    Shareholder


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

SENOMYX INC

Ticker:       SNMX           Security ID:  81724Q107
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen A. Block           For       For        Management
1.2   Elect Director Michael E. Herman          For       For        Management
1.3   Elect Director Mark Leschly               For       For        Management
1.4   Elect Director Dennis F. O'Brien          For       For        Management
1.5   Elect Director Jay M. Short, Ph.D.        For       For        Management
1.6   Elect Director Kent Snyder                For       For        Management
1.7   Elect Director Christopher J. Twomey      For       For        Management
2     Ratify Auditors                           For       For        Management


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

SINA CORP. (FORMERLY SINA.COM)

Ticker:       SINA           Security ID:  G81477104
Meeting Date: JUN 29, 2007   Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hurst Lin                 For       For        Management
1.2   Elect  Director Ter Fung Tsao             For       For        Management
1.3   Elect  Director Song-Yi Zhang             For       For        Management
2     Ratify Auditors                           For       For        Management
3     APPROVAL OF THE 2007 SHARE INCENTIVE PLAN For       For        Management


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

SOHU.COM INC.

Ticker:       SOHU           Security ID:  83408W103
Meeting Date: JUN 8, 2007    Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles Zhang              For       For        Management
1.2   Elect Director Charles Huang              For       For        Management
1.3   Elect Director Dave Qi                    For       For        Management
1.4   Elect Director Shi Wang                   For       For        Management
1.5   Elect Director Zhonghan Deng              For       For        Management
2     Ratify Auditors                           For       For        Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Eibeler               For       For        Management
1.2   Elect Director Oliver R. Grace, Jr.       For       For        Management
1.3   Elect Director Robert Flug                For       For        Management
1.4   Elect Director Mark Lewis                 For       For        Management
1.5   Elect Director  John F. Levy              For       For        Management
1.6   Elect Director Grover C. Brown            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Link Executive Compensation to Social and Against   Against    Shareholder
      Financial Issues


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

TEKELEC

Ticker:       TKLC           Security ID:  879101103
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert V. Adams            For       For        Management
1.2   Elect Director Daniel L. Brenner          For       For        Management
1.3   Elect Director Mark A. Floyd              For       For        Management
1.4   Elect Director Martin A. Kaplan           For       For        Management
1.5   Elect Director Franco Plastina            For       For        Management
1.6   Elect Director Michael P. Ressner         For       For        Management
2     Ratify Auditors                           For       For        Management


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

TIBCO SOFTWARE, INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vivek Y. Ranadive          For       For        Management
1.2   Elect Director Bernard J. Bourigeaud      For       For        Management
1.3   Elect Director Eric C.W. Dunn             For       For        Management
1.4   Elect Director Narendra K. Gupta          For       For        Management
1.5   Elect Director Peter J. Job               For       For        Management
1.6   Elect Director Philip K. Wood             For       For        Management
2     Ratify Auditors                           For       For        Management


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

TRACTOR SUPPLY CO.

Ticker:       TSCO           Security ID:  892356106
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph H. Scarlett, Jr.    For       For        Management
1.2   Elect Director James F. Wright            For       For        Management
1.3   Elect Director Jack C. Bingleman          For       For        Management
1.4   Elect Director S.P. Braud                 For       For        Management
1.5   Elect Director Cynthia T. Jamison         For       For        Management
1.6   Elect Director Gerard E. Jones            For       For        Management
1.7   Elect Director Joseph D. Maxwell          For       For        Management
1.8   Elect Director Edna K. Morris             For       For        Management
1.9   Elect Director Joe M. Rodgers             For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED NATURAL FOODS, INC.

Ticker:       UNFI           Security ID:  911163103
Meeting Date: DEC 7, 2006    Meeting Type: Annual
Record Date:  OCT 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Antonelli          For       For        Management
1.2   Elect Director Joseph M. Cianciolo        For       For        Management
2     Ratify Auditors                           For       For        Management


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

URBAN OUTFITTERS, INC.

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

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


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

VALSPAR CORP., THE

Ticker:       VAL            Security ID:  920355104
Meeting Date: FEB 28, 2007   Meeting Type: Annual
Record Date:  JAN 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles W. Gaillard        For       For        Management
1.2   Elect Director Mae C. Jemison             For       Withhold   Management
1.3   Elect Director Gregory R. Palen           For       For        Management
2     Ratify Auditors                           For       For        Management


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

VERTEX PHARMACEUTICALS INC.

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 3, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joshua S. Boger            For       For        Management
1.2   Elect Director Charles A. Sanders         For       For        Management
1.3   Elect Director Elaine S. Ullian           For       For        Management


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

WIDERTHAN CO LTD

Ticker:       WTHNY          Security ID:  967593104
Meeting Date: JUL 3, 2006    Meeting Type: Special
Record Date:  JUN 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND APPROVE THE CEILING AMOUNT For       For        Management
      OF THE REMUNERATION OF DIRECTORS
2     TO RE-ELECT MR. ANTTI KOKKINEN TO THE     For       For        Management
      BOARD OF DIRECTORS OF THE COMPANY
3     TO ELECT MR. ANDREW KAPLAN TO THE BOARD   For       For        Management
      OF DIRECTORS OF THE COMPANY
4     TO ELECT MR. CHONG-SANG AHN TO THE BOARD  For       For        Management
      OF DIRECTORS OF THE COMPANY
5     TO AUTHORIZE THE COMPANY TO GRANT OPTIONS For       For        Management
      TO PURCHASE UP TO 252,277 SHARES OF THE
      COMPANY S COMMON SHARES HAVING A STRIKE
      PRICE EQUAL TO THE  MARKET PRICE  OF ONE
      COMMON SHARE TO CERTAIN MEMBERS OF THE
      BOARD OF DIRECTORS AND EMPLOYEES OF THE
      COMPANY, ALL


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

WIDERTHAN CO LTD

Ticker:       WTHN           Security ID:  967593104
Meeting Date: OCT 28, 2006   Meeting Type: Special
Record Date:  OCT 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE CERTAIN AMENDMENTS TO THE      For       Against    Management
      AMENDED AND RESTATED ARTICLES OF
      INCORPORATION OF THE COMPANY, AS SET
      FORTH IN THE NOTICE OF SPECIAL MEETING
      DATED OCTOBER 5, 2006.
2.1   TO ELECT JOHN GIAMATTEO AS A DIRECTOR OF  For       For        Management
      THE BOARD OF THE COMPANY. (A NON-STANDING
      DIRECTOR)
2.2   TO ELECT DONG JIN LEE AS A DIRECTOR OF    For       For        Management
      THE BOARD OF THE COMPANY. (A STANDING
      DIRECTOR)
2.3   TO ELECT MARCO MENATO AS A DIRECTOR OF    For       For        Management
      THE BOARD OF THE COMPANY. (A NON-STANDING
      DIRECTOR)
3     TO APPROVE AN INCREASE IN THE CEILING     For       For        Management
      AMOUNT OF THE REMUNERATION OF ALL
      DIRECTORS DURING 2006 FROM THE CURRENT
      LEVEL OF KRW 3 BILLION TO KRW 7 BILLION.


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

WRIGHT EXPRESS CORP

Ticker:       WXS            Security ID:  98233Q105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Shikhar Ghosh              For       For        Management
1.2   Elect Director Kirk P. Pond               For       For        Management
2     Ratify Auditors                           For       For        Management


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

ZARLINK SEMICONDUCTOR INC.

Ticker:       ZL.            Security ID:  989139100
Meeting Date: JUL 25, 2006   Meeting Type: Annual
Record Date:  JUN 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andre Borrel               For       For        Management
1.2   Elect Director Hubert T. Lacroix          For       For        Management
1.3   Elect Director J. Spencer Lanthier        For       For        Management
1.4   Elect Director Kirk K. Mandy              For       For        Management
1.5   Elect Director Jules Meunier              For       For        Management
1.6   Elect Director Dennis Roberson            For       For        Management
1.7   Elect Director Henry Simon                For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management




=================== LEGG MASON PARTNERS STRATEGIC BOND FUND ====================

The Fund did not hold any voting securities and accordingly did not vote
 any proxies during the reporting period.




==========SALOMON BROTHERS CASH MANAGEMENT FUND=================================

The Fund did not hold any voting securities and accordingly did not vote
 any proxies during the reporting period.


==========SALOMON BROTHERS INSTITUTIONAL MONEY MARKET FUND======================

The Fund did not hold any voting securities and accordingly did not vote
 any proxies during the reporting period.





========== END NPX REPORT
</PRE>


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.

 


LEGG MASON PARTNERS SERIES FUNDS, INC.

 

 

By:

 

 

 

/s/ R. Jay Gerken

R. Jay Gerken

Chairman, President and Chief Executive Officer of

Legg Mason Partners Series Funds, Inc.

 

 

Date: August 31, 2007