t63733a_n-px.htm


FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY


Investment Company Act file number: 811-02265

Value Line Fund, Inc.

220 E. 42 Street, New York, NY 10017      
(Address of principal executive officers)

Mitchell E. Appel                                       
(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-907-1500

Date of Fiscal year-end: December 31

Date of reporting period: July 1, 2007 – June 30, 2008


 
Item 1. Proxy Voting Record:
 
******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-02265
Reporting Period: 07/01/2007 - 06/30/2008
The Value Line Fund, Inc.









========================== THE VALUE LINE FUND, INC. ===========================


ACTUANT CORP

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 15, 2008   Meeting Type: Annual
Record Date:  NOV 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Arzbaecher       For       For        Management
1.2   Elect Director Gustav H.P. Boel           For       For        Management
1.3   Elect Director Thomas J. Fischer          For       For        Management
1.4   Elect Director William K. Hall            For       For        Management
1.5   Elect Director R. Alan Hunter             For       For        Management
1.6   Elect Director Robert A. Peterson         For       For        Management
1.7   Elect Director William P. Sovey           For       For        Management
1.8   Elect Director Dennis K. Williams         For       For        Management
1.9   Elect Director Larry D. Yost              For       For        Management


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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel P. Amos             For       For        Management
1.2   Elect Director John Shelby Amos, II       For       For        Management
1.3   Elect Director Paul S. Amos, II           For       For        Management
1.4   Elect Director Yoshiro Aoki               For       For        Management
1.5   Elect Director Michael H. Armacost        For       For        Management
1.6   Elect Director Kriss Cloninger, III       For       For        Management
1.7   Elect Director Joe Frank Harris           For       For        Management
1.8   Elect Director Elizabeth J. Hudson        For       For        Management
1.9   Elect Director Kenneth S. Janke, Sr.      For       For        Management
1.10  Elect Director Douglas W. Johnson         For       For        Management
1.11  Elect Director Robert B. Johnson          For       For        Management
1.12  Elect Director Charles B. Knapp           For       For        Management
1.13  Elect Director E. Stephen Purdom          For       For        Management
1.14  Elect Director Barbara K. Rimer           For       For        Management
1.15  Elect Director Marvin R. Schuster         For       For        Management
1.16  Elect Director David Gary Thompson        For       For        Management
1.17  Elect Director Robert L. Wright           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Ratify Auditors                           For       For        Management


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AGCO CORP.

Ticker:       AG             Security ID:  001084102
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herman Cain               For       For        Management
1.2   Elect  Director Wolfgang Deml             For       Withhold   Management
1.3   Elect  Director David E. Momot            For       For        Management
1.4   Elect  Director Martin Richenhagen        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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AGRIUM INC.

Ticker:       AGU            Security ID:  008916108
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect as Director Ralph S Cunningham      For       For        Management
1.2   Elect as Director D Grant Devine          For       For        Management
1.3   Elect as Director Germaine Gibara         For       For        Management
1.4   Elect as Director Russell K Girling       For       For        Management
1.5   Elect as Director Susan A Henry           For       For        Management
1.6   Elect as Director Russell J Horner        For       For        Management
1.7   Elect as Director A Anne McLellan         For       For        Management
1.8   Elect as Director Derek G Pannell         For       For        Management
1.9   Elect as Director Frank W Proto           For       For        Management
1.10  Elect as Director Michael M Wilson        For       For        Management
1.11  Elect as Director Victor J Zaleschuk      For       For        Management
2     Ratify KPMG LLP as Auditors               For       For        Management


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Cashman           For       For        Management
1.2   Elect Director W.R. McDermott             For       For        Management
1.3   Elect Director John F. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management


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APACHE CORP.

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

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


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APPLE, INC.

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

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


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AXSYS TECHNOLOGIES, INC.

Ticker:       AXYS           Security ID:  054615109
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen W. Bershad         For       For        Management
1.2   Elect Director A.J. Fiorelli, Jr.         For       For        Management
1.3   Elect Director Eliot M. Fried             For       For        Management
1.4   Elect Director Richard F. Hamm, Jr.       For       For        Management
1.5   Elect Director Robert G. Stevens          For       For        Management


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BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 11, 2007   Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jim C. Cowart              For       For        Management
1.2   Elect Director Arthur E. Wegner           For       For        Management
2     Implement MacBride Principles             Against   Against    Shareholder


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BED BATH & BEYOND INC.

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

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


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BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 28, 2007   Meeting Type: Annual
Record Date:  SEP 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE 2007 FINANCIAL STATEMENTS  For       For        Management
      AND REPORTS FOR BHP BILLITON PLC.
2     TO RECEIVE THE 2007 FINANCIAL STATEMENTS  For       For        Management
      AND REPORTS FOR BHP BILLITON LTD.
3     TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR For       For        Management
      OF BHP BILLITON PLC.
4     TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR For       For        Management
      OF BHP BILLITON LTD.
5     TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF For       For        Management
      BHP BILLITON PLC.
6     TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF For       For        Management
      BHP BILLITON LTD.
7     TO RE-ELECT MR C A S CORDEIRO AS A        For       For        Management
      DIRECTOR OF BHP BILLITON PLC.
8     TO RE-ELECT MR C A S CORDEIRO AS A        For       For        Management
      DIRECTOR OF BHP BILLITON LTD.
9     TO RE-ELECT THE HON E G DE PLANQUE AS A   For       For        Management
      DIRECTOR OF BHP BILLITON PLC.
10    TO RE-ELECT THE HON E G DE PLANQUE AS A   For       For        Management
      DIRECTOR OF BHP BILLITON LTD.
11    TO RE-ELECT DR D A L JENKINS AS A         For       For        Management
      DIRECTOR OF BHP BILLITON PLC.
12    TO RE-ELECT DR D A L JENKINS AS A         For       For        Management
      DIRECTOR OF BHP BILLITON LTD.
13    Ratify Auditors                           For       For        Management
14    TO RENEW THE GENERAL AUTHORITY TO ALLOT   For       For        Management
      SHARES IN BHP BILLITON PLC.
15    TO RENEW THE DISAPPLICATION OF            For       For        Management
      PRE-EMPTION RIGHTS IN BHP BILLITON PLC.
16    TO APPROVE THE REPURCHASE OF SHARES IN    For       For        Management
      BHP BILLITON PLC.
17    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 31 DECEMBER 2007.
18    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 15 FEBRUARY 2008.
19    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 30 APRIL 2008.
20    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 31 MAY 2008.
21    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 15 JUNE 2008.
22    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 31 JULY 2008.
23    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 15 SEPTEMBER 2008.
24    TO APPROVE THE CANCELLATION OF SHARES IN  For       For        Management
      BHP BILLITON PLC HELD BY BHP BILLITON LTD
      ON 30 NOVEMBER 2008.
25    TO APPROVE THE 2007 REMUNERATION REPORT.  For       For        Management
26    TO APPROVE THE GRANT OF AWARDS TO MR M J  For       For        Management
      KLOPPERS UNDER THE GIS AND THE LTIP.
27    TO APPROVE THE GRANT OF AWARDS TO MR C W  For       For        Management
      GOODYEAR UNDER THE GIS.
28    TO APPROVE THE AMENDMENT TO THE ARTICLES  For       For        Management
      OF ASSOCIATION OF BHP BILLITON PLC.
29    TO APPROVE THE AMENDMENT TO THE           For       For        Management
      CONSTITUTION OF BHP BILLITON LTD.


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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 19, 2008   Meeting Type: Proxy Contest
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stelios Papadopoulos       For       For        Management
1.2   Elect Director Cecil Pickett              For       For        Management
1.3   Elect Director Lynn Schenk                For       For        Management
1.4   Elect Director Phillip Sharp              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Amend Bylaws to Remove Certain Provisions Against   Against    Shareholder
1.1   Elect Director Alexander J. Denner        For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Anne B. Young              For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Richard C. Mulligan        For       Did Not    Shareholder
                                                          Vote
1.4   Management Nominee - Phillip Sharp        For       Did Not    Shareholder
                                                          Vote
2     Amend Bylaws to Remove Certain Provisions For       Did Not    Shareholder
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Approve Omnibus Stock Plan                Against   Did Not    Management
                                                          Vote
5     Approve Executive Incentive Bonus Plan    Against   Did Not    Management
                                                          Vote


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BOMBARDIER INC.

Ticker:       BBD.B          Security ID:  097751200
Meeting Date: JUN 4, 2008    Meeting Type: Annual/Special
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Laurent Beaudoin           For       For        Management
1.2   Elect Director Pierre Beaudoin            For       For        Management
1.3   Elect Director Andre Berard               For       For        Management
1.4   Elect Director J.R. Andre Bombardier      For       For        Management
1.5   Elect Director Janine Bombardier          For       For        Management
1.6   Elect Director L. Denis Desautels         For       For        Management
1.7   Elect Director Jean-Louis Fontaine        For       For        Management
1.8   Elect Director Jane F. Garvey             For       For        Management
1.9   Elect Director Daniel Johnson             For       For        Management
1.10  Elect Director Jean C. Monty              For       For        Management
1.11  Elect Director Andre Navarri              For       For        Management
1.12  Elect Director Carlos E. Represas         For       For        Management
1.13  Elect Director Jean-Pierre Rosso          For       For        Management
1.14  Elect Director Heinrich Weiss             For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration
3     SP 1: Increase Dividends for Longer-Term  Against   Against    Shareholder
      Shareholders
4     SP 2: Limit Voting Rights for             Against   Against    Shareholder
      Shorter-Term Shareholders
5     SP 3: Provide Payment into Employee       Against   Against    Shareholder
      Pension Fund in the Event of a Merger
6     SP 4: Increase Number of Women Directors  Against   Against    Shareholder
7     SP 5: Disclose Ratio Between Senior       Against   Against    Shareholder
      Executive and Average Employee
      Compensation
8     SP 6: Obtain Shareholder Pre-Approval for Against   Against    Shareholder
      Executive Compensation Policy and
      Director Fees
9     SP 7: Restrict Executives' and Directors' Against   Against    Shareholder
      Exercise of Options
10    SP 8: Provide for Cumulative Voting       Against   For        Shareholder


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BUCYRUS INTERNATIONAL, INC.

Ticker:       BUCY           Security ID:  118759109
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gene E. Little             For       Withhold   Management
2     Increase Authorized Common Stock          For       Against    Management
3     Eliminate Class of Common Stock           For       For        Management
4     Ratify Auditors                           For       For        Management


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CAMERON INTERNATIONAL CORP

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

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


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CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank C. Herringer         For       For        Management
2     Elect Director Stephen T. McLin           For       For        Management
3     Elect Director Charles R. Schwab          For       For        Management
4     Elect Director Roger O. Walther           For       For        Management
5     Elect Director Robert N. Wilson           For       For        Management
6     Report on Political Contributions         Against   For        Shareholder
7     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals


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CHATTEM, INC.

Ticker:       CHTT           Security ID:  162456107
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Allen            For       For        Management
1.2   Elect Director Ruth W. Brinkley           For       For        Management
1.3   Elect Director Philip H. Sanford          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

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

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


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CLEAN HARBORS, INC.

Ticker:       CLHB           Security ID:  184496107
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  APR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan S. McKim              For       For        Management
1.2   Elect Director Eugene Banucci             For       For        Management
1.3   Elect Director John Kaslow                For       For        Management
1.4   Elect Director Thomas J. Shields          For       For        Management


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COCA-COLA COMPANY, THE

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

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


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COMPASS MINERALS INTERNATIONAL, INC

Ticker:       CMP            Security ID:  20451N101
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vemon G. Baker, II         For       For        Management
1.2   Elect Director Bradley J. Bell            For       For        Management
1.3   Elect Director Richard S. Grant           For       For        Management
2     Ratify Auditors                           For       For        Management


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COMPUTER SCIENCES CORPORATION

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

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


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CORNING INC.

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

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


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COVANCE INC.

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

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


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CSX CORP.

Ticker:       CSX            Security ID:  126408103
Meeting Date: JUN 25, 2008   Meeting Type: Proxy Contest
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D. M. Alvarado             For       Did Not    Management
                                                          Vote
1.2   Elect Director E. E. Bailey               For       Did Not    Management
                                                          Vote
1.3   Elect Director Sen. J. B. Breaux          For       Did Not    Management
                                                          Vote
1.4   Elect Director S. T. Halverson            For       Did Not    Management
                                                          Vote
1.5   Elect Director E. J. Kelly, III           For       Did Not    Management
                                                          Vote
1.6   Elect Director R. D. Kunisch              For       Did Not    Management
                                                          Vote
1.7   Elect Director J. D. McPherson            For       Did Not    Management
                                                          Vote
1.8   Elect Director D. M. Ratcliffe            For       Did Not    Management
                                                          Vote
1.9   Elect Director W. C. Richardson           For       Did Not    Management
                                                          Vote
1.10  Elect Director F. S. Royal                For       Did Not    Management
                                                          Vote
1.11  Elect Director D. J. Shepard              For       Did Not    Management
                                                          Vote
1.12  Elect Director M. J. Ward                 For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Provide Right to Call Special Meeting     For       Did Not    Management
                                                          Vote
4     Amend Articles/Bylaws/Charter -- Call     Against   Did Not    Shareholder
      Special Meetings                                    Vote
5     Repeal Any Provision or Amendement to the Against   Did Not    Shareholder
      Company's By-laws Adopted without                   Vote
      Shareholder Approval
1.1   Elect Director Christopher Hohn           For       For        Shareholder
1.2   Elect Director Alexandre Behring          For       For        Shareholder
1.3   Elect Director Gilbert H. Lamphere        For       For        Shareholder
1.4   Elect Director Timothy T. OToole          For       For        Shareholder
1.5   Elect Director Gary L. Wilson             For       Withhold   Shareholder
1.6   Management Nominee - D.M. Alvarado        For       For        Shareholder
1.7   Management Nominee - Sen. JB Breaux       For       For        Shareholder
1.8   Management Nominee - E.J. Kelly, III      For       For        Shareholder
1.9   Management Nominee - J.D. McPherson       For       For        Shareholder
1.10  Management Nominee - D.M. Ratcliffe       For       For        Shareholder
1.11  Management Nominee - D.J. Shepard         For       For        Shareholder
1.12  Management Nominee - M.J. Ward            For       For        Shareholder
2     Amend Articles/Bylaws/Charter -- Call     For       For        Shareholder
      Special Meetings
3     Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
4     Repeal Any Provision or Amendement to the For       For        Shareholder
      Company's By-laws  Adopted without
      Shareholder Approval
5     Ratify Auditors                           Abstain   For        Management


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

CUBIC CORP.

Ticker:       CUB            Security ID:  229669106
Meeting Date: FEB 26, 2008   Meeting Type: Annual
Record Date:  JAN 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter J. Zable            For       For        Management
1.2   Elect Director Walter C. Zable            For       For        Management
1.3   Elect Director Bruce G. Blakley           For       For        Management
1.4   Elect Director William W. Boyle           For       For        Management
1.5   Elect Director Raymond L. DeKozan         For       For        Management
1.6   Elect Director Robert T. Monagan          For       For        Management
1.7   Elect Director Raymond E. Peet            For       For        Management
1.8   Elect Director Robert S. Sullivan         For       For        Management
1.9   Elect Director John H. Warner, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management


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

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 27, 2008   Meeting Type: Annual
Record Date:  DEC 31, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director T. Kevin Dunnigan          For       For        Management
2     Elect Director Charles O. Holliday, Jr.   For       For        Management
3     Elect Director Dipak C. Jain              For       For        Management
4     Elect Director Joachim Milberg            For       For        Management
5     Elect Director Richard B. Myers           For       For        Management
6     Amend Executive Incentive Bonus Plan      For       For        Management
7     Ratify Auditors                           For       For        Management


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

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 7, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Connie R. Curran           For       For        Management
1.2   Elect Director Daniel Hamburger           For       For        Management
1.3   Elect Director Lyle Logan                 For       For        Management
1.4   Elect Director Harold T. Shapiro          For       For        Management
1.5   Elect Director Ronald L. Taylor           For       For        Management
2     Establish Range For Board Size            For       For        Management
3     Ratify Auditors                           For       For        Management


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

DOLBY LABORATORIES, INC.

Ticker:       DLB            Security ID:  25659T107
Meeting Date: FEB 5, 2008    Meeting Type: Annual
Record Date:  DEC 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ray Dolby                  For       For        Management
1.2   Elect Director Bill Jasper                For       For        Management
1.3   Elect Director Peter Gotcher              For       For        Management
1.4   Elect Director Ted Hall                   For       For        Management
1.5   Elect Director Sanford Robertson          For       For        Management
1.6   Elect Director Roger Siboni               For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Brown           For       For        Management
1.2   Elect Director Robert A. Brown            For       For        Management
1.3   Elect Director Bertrand P. Collomb        For       For        Management
1.4   Elect Director Curtis J. Crawford         For       For        Management
1.5   Elect Director Alexander M. Cutler        For       For        Management
1.6   Elect Director John T. Dillon             For       For        Management
1.7   Elect Director Eleuthere I. du Pont       For       For        Management
1.8   Elect Director Marillyn A. Hewson         For       For        Management
1.9   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.10  Elect Director Lois D. Juliber            For       For        Management
1.11  Elect Director Sean O'Keefe               For       For        Management
1.12  Elect Director William K. Reilly          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Plant Closures                  Against   Against    Shareholder
4     Require Independent Board Chairman        Against   For        Shareholder
5     Report on Global Warming                  Against   Against    Shareholder
6     Amend Human Rights Policies               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary G. Benanav            For       For        Management
1.2   Elect Director Frank J. Borelli           For       For        Management
1.3   Elect Director Maura C. Breen             For       For        Management
1.4   Elect Director Nicholas J. LaHowchic      For       For        Management
1.5   Elect Director Thomas P. Mac Mahon        For       For        Management
1.6   Elect Director Woodrow A. Myers Jr.       For       For        Management
1.7   Elect Director John O. Parker, Jr.        For       For        Management
1.8   Elect Director George Paz                 For       For        Management
1.9   Elect Director Samuel K. Skinner          For       For        Management
1.10  Elect Director Seymour Sternberg          For       For        Management
1.11  Elect Director Barrett A. Toan            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


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

FLIR SYSTEMS, INC.

Ticker:       FLIR           Security ID:  302445101
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William W. Crouch          For       For        Management
1.2   Elect Director John C. Hart               For       For        Management
1.3   Elect Director Angus L Macdonald          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

FLOWSERVE CORP.

Ticker:       FLS            Security ID:  34354P105
Meeting Date: MAY 30, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R. Friedery           For       For        Management
1.2   Elect Director Joe E. Harlan              For       For        Management
1.3   Elect Director Michael F. Johnston        For       For        Management
1.4   Elect Director Kevin E. Sheehan           For       For        Management
1.5   Elect Director Gayla J. Delly             For       For        Management
1.6   Elect Director Charles M. Rampacek        For       For        Management
2     Ratify Auditors                           For       For        Management


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

FMC CORP.

Ticker:       FMC            Security ID:  302491303
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward J. Mooney           For       For        Management
1.2   Elect Director Enrique J. Sosa            For       For        Management
1.3   Elect Director Vincent R. Volpe, Jr.      For       For        Management
1.4   Elect Director Robert C. Pallash          For       For        Management
2     Ratify Auditors                           For       For        Management


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

FRESH DEL MONTE PRODUCE INC.

Ticker:       FDP            Security ID:  G36738105
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maher Abu-Ghazaleh        For       Withhold   Management
1.2   Elect  Director Michael J. Berthelot      For       For        Management
1.3   Elect  Director Dr. Elias K. Hebeka       For       For        Management
2     APPROVAL OF THE COMPANY'S FINANCIAL       For       For        Management
      STATEMENTS FOR THE 2007 FISCAL YEAR ENDED
      DECEMBER 28, 2007.
3     APPROVAL OF ERNST & YOUNG LLP ( ERNST &   For       For        Management
      YOUNG ) AS INDEPENDENT AUDITORS TO THE
      COMPANY FOR THE 2008 FISCAL YEAR ENDING
      DECEMBER 26, 2008.
4     APPROVAL OF THE SIXTH AMENDMENT TO THE    For       Against    Management
      COMPANY'S 1999 SHARE INCENTIVE PLAN, AS
      AMENDED TO INCREASE BY 3,000,000 THE
      NUMBER OF ORDINARY SHARES (AS SUCH TERM
      IS DEFINED IN THE PLAN) WITH RESPECT TO
      WHICH OPTIONS MAY BE GRANTED THEREUNDER.


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

FTI CONSULTING, INC.

Ticker:       FCN            Security ID:  302941109
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark H. Berey              For       For        Management
1.2   Elect Director Jack B. Dunn, IV           For       For        Management
1.3   Elect Director Gerard E. Holthaus         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Douglas A. Berthiaume      For       For        Management
2     Elect Director Gail K. Boudreaux          For       For        Management
3     Elect Director Robert J. Carpenter        For       For        Management
4     Elect Director Charles L. Cooney, Ph.D.   For       For        Management
5     Elect Director Richard F. Syron           For       Against    Management
6     Amend Omnibus Stock Plan                  For       For        Management
7     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
8     Ratify Auditors                           For       For        Management


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

HOSPIRA, INC.

Ticker:       HSP            Security ID:  441060100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irving W. Bailey, II       For       For        Management
1.2   Elect Director Ronald A. Matricaria       For       For        Management
1.3   Elect Director Jacque J. Sokolov          For       For        Management
2     Ratify Auditors                           For       For        Management


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

HUMANA INC.

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

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


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

IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors Thomas Craig             For       For        Management
1.2   Elect  Directors Errol B. Desouza, Ph.D.  For       For        Management
1.3   Elect  Directors R.M. Henderson, Ph.D.    For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

IHS INC.

Ticker:       IHS            Security ID:  451734107
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerre L. Stead             For       For        Management
1.2   Elect Director C. Michael Armstrong       For       For        Management
1.3   Elect Director Balakrishnan S. Iyer       For       For        Management
1.4   Elect Director Brian H. Hall              For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roy A. Whitfield           For       For        Management
1.2   Elect Director Daniel M. Bradbury         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Brooke Seawell          For       For        Management
1.2   Elect Director Mark A. Bertelsen          For       For        Management
1.3   Elect Director Godfrey R. Sullivan        For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

INTUITIVE SURGICAL, INC.

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

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


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

INVITROGEN CORP.

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

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


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

ITC HOLDINGS CORP

Ticker:       ITC            Security ID:  465685105
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward G. Jepsen          For       For        Management
1.2   Elect  Director Richard D. McLellan       For       For        Management
1.3   Elect  Director William J. Museler        For       For        Management
1.4   Elect  Director Hazel R. O'Leary          For       For        Management
1.5   Elect  Director G. Bennett Stewart, III   For       For        Management
1.6   Elect  Director Lee C. Stewart            For       For        Management
1.7   Elect  Director Joseph L. Welch           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

JACK HENRY & ASSOCIATES, INC.

Ticker:       JKHY           Security ID:  426281101
Meeting Date: OCT 30, 2007   Meeting Type: Annual
Record Date:  SEP 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry D. Hall              For       For        Management
1.2   Elect Director Michael E. Henry           For       For        Management
1.3   Elect Director James J. Ellis             For       For        Management
1.4   Elect Director Craig R. Curry             For       For        Management
1.5   Elect Director Wesley A. Brown            For       For        Management
1.6   Elect Director Matthew C. Flanigan        For       For        Management
1.7   Elect Director Marla K. Shepard           For       For        Management
1.8   Elect Director John F. Prim               For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

JACOBS ENGINEERING GROUP INC.

Ticker:       JEC            Security ID:  469814107
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  DEC 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John P. Jumper             For       For        Management
1.2   Elect Director Linda Fayne Levinson       For       For        Management
1.3   Elect Director Craig L. Martin            For       For        Management
2     Ratify Auditors                           For       For        Management


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

JUNIPER NETWORKS, INC.

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

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


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

K-TRON INTERNATIONAL, INC.

Ticker:       KTII           Security ID:  482730108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Norman Cohen              For       For        Management
1.2   Elect  Director Richard J. Pinola         For       For        Management


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

KINETIC CONCEPTS, INC.

Ticker:       KCI            Security ID:  49460W208
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Leininger, Md     For       For        Management
1.2   Elect Director Woodrin Grossman           For       For        Management
1.3   Elect Director David J. Simpson           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 15, 2007   Meeting Type: Annual
Record Date:  OCT 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward W. Barnholt         For       For        Management
1.2   Elect Director Stephen P. Kaufman         For       For        Management
1.3   Elect Director Richard P. Wallace         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

LEARNING TREE INTERNATIONAL, INC.

Ticker:       LTRE           Security ID:  522015106
Meeting Date: MAR 20, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nicholas R. Schacht        For       For        Management
1.2   Elect Director Howard A. Bain III         For       For        Management
1.3   Elect Director Curtis A. Hessler          For       For        Management


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

LKQ CORP.

Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Clinton Allen           For       For        Management
1.2   Elect Director Robert M. Devlin           For       For        Management
1.3   Elect Director Donald F. Flynn            For       For        Management
1.4   Elect Director Kevin F. Flynn             For       For        Management
1.5   Elect Director Ronald G. Foster           For       For        Management
1.6   Elect Director Joseph M. Holsten          For       For        Management
1.7   Elect Director Richard L. Keister         For       For        Management
1.8   Elect Director Paul M. Meister            For       For        Management
1.9   Elect Director John F. O'Brien            For       For        Management
1.10  Elect Director William M. Webster, IV     For       For        Management
2     Ratify Auditors                           For       For        Management


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

MANTECH INTERNATIONAL CORPORATION

Ticker:       MANT           Security ID:  564563104
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George J. Pedersen         For       For        Management
1.2   Elect Director Richard L. Armitage        For       For        Management
1.3   Elect Director Mary K. Bush               For       For        Management
1.4   Elect Director Barry G. Campbell          For       For        Management
1.5   Elect Director Robert A. Coleman          For       For        Management
1.6   Elect Director W.R. Fatzinger, Jr.        For       For        Management
1.7   Elect Director David E. Jeremiah          For       For        Management
1.8   Elect Director Richard J. Kerr            For       For        Management
1.9   Elect Director Kenneth A. Minihan         For       For        Management
1.10  Elect Director Stephen W. Porter          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MATSUSHITA ELECTRIC INDUSTRIAL CO. LTD.

Ticker:       6752           Security ID:  576879209
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO PARTIALLY AMEND THE ARTICLES OF        For       For        Management
      INCORPORATION
2.1   Elect  Director Kunio Nakamura            For       For        Management
2.2   Elect  Director Masayuki Matsushita       For       For        Management
2.3   Elect  Director Fumio Ohtsubo             For       For        Management
2.4   Elect  Director Susumu Koike              For       For        Management
2.5   Elect  Director Shunzo Ushimaru           For       For        Management
2.6   Elect  Director Koshi Kitadai             For       For        Management
2.7   Elect  Director Toshihiro Sakamoto        For       For        Management
2.8   Elect  Director Takahiro Mori             For       For        Management
2.9   Elect  Director Shinichi Fukushima        For       For        Management
2.10  Elect  Director Yasuo Katsura             For       For        Management
2.11  Elect  Director Junji Esaka               For       For        Management
2.12  Elect  Director Hitoshi Otsuki            For       For        Management
2.13  Elect  Director Ikusaburo Kashima         For       For        Management
2.14  Elect  Director Ikuo Uno                  For       For        Management
2.15  Elect  Director Hidetsugu Otsuru          For       For        Management
2.16  Elect  Director Makoto Uenoyama           For       For        Management
2.17  Elect  Director Masaharu Matsushita       For       For        Management
2.18  Elect  Director Masayuki Oku              For       For        Management
2.19  Elect  Director Masatoshi Harada          For       For        Management
3     TO ELECT IKUO HATA AS CORPORATE AUDITOR   For       For        Management
4     TO ELECT MASAHIRO SEYAMA* AS CORPORATE    For       For        Management
      AUDITOR


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

MEMC ELECTRONIC MATERIALS, INC.

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

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


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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     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


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

MONSANTO CO.

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

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


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

MURPHY OIL CORP.

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

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


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

NASDAQ OMX GROUP, INC., THE

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

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


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

NASDAQ STOCK MARKET, INC, THE

Ticker:       NDAQ           Security ID:  631103108
Meeting Date: DEC 12, 2007   Meeting Type: Special
Record Date:  OCT 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Change Company Name                       For       For        Management


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

NETFLIX. INC

Ticker:       NFLX           Security ID:  64110L106
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Reed Hastings             For       For        Management
1.2   Elect  Director Jay C. Hoag               For       Withhold   Management
1.3   Elect  Director A. George (Skip) Battle   For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

NOKIA CORP.

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

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


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

OM GROUP, INC.

Ticker:       OMG            Security ID:  670872100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Reidy           For       For        Management
1.2   Elect Director Joseph M. Scaminace        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

ORACLE CORP.

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

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


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

OSI PHARMACEUTICALS, INC.

Ticker:       OSIP           Security ID:  671040103
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Ingram           For       For        Management
1.2   Elect Director Colin Goddard, Ph.D.       For       For        Management
1.3   Elect Director Santo J. Costa             For       For        Management
1.4   Elect Director Daryl K. Granner, M.D.     For       For        Management
1.5   Elect Director Joseph Klein, III          For       For        Management
1.6   Elect Director Kenneth B. Lee, Jr.        For       For        Management
1.7   Elect Director Viren Mehta                For       For        Management
1.8   Elect Director David W. Niemiec           For       For        Management
1.9   Elect Director H.M. Pinedo, Md, Ph.D.     For       For        Management
1.10  Elect Director Katharine B. Stevenson     For       For        Management
1.11  Elect Director John P. White              For       For        Management
2     Ratify Auditors                           For       For        Management


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter S. Hellman           For       For        Management
1.2   Elect Director Anastasia D. Kelly         For       For        Management
1.3   Elect Director John J. Mcmackin, Jr.      For       For        Management
1.4   Elect Director Hugh H. Roberts            For       For        Management
2     Ratify Auditors                           For       For        Management


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

P. H. GLATFELTER COMPANY

Ticker:       GLT            Security ID:  377316104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 6, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nicholas Debenedictis      For       Withhold   Management
1.2   Elect Director J. Robert Hall             For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management


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

PAN AMERICAN SILVER CORP.

Ticker:       PAA            Security ID:  697900108
Meeting Date: MAY 13, 2008   Meeting Type: Annual/Special
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ross J. Beaty              For       For        Management
1.2   Elect Director Geoffrey A. Burns          For       For        Management
1.3   Elect Director William A. Fleckenstein    For       For        Management
1.4   Elect Director Michael Larson             For       For        Management
1.5   Elect Director Michael J.J. Maloney       For       For        Management
1.6   Elect Director Robert P. Pirooz           For       For        Management
1.7   Elect Director Paul B. Sweeney            For       For        Management
1.8   Elect Director David C. Press             For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
4     Amend Stock Option Plan and Stock Bonus   For       Against    Management
      Plan


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 3, 2007    Meeting Type: Annual
Record Date:  AUG 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director B. Thomas Golisano         For       For        Management
2     Elect Director David J. S. Flaschen       For       For        Management
3     Elect Director Phillip Horsley            For       For        Management
4     Elect Director Grant M. Inman             For       For        Management
5     Elect Director Pamela A. Joseph           For       For        Management
6     Elect Director Jonathan J. Judge          For       For        Management
7     Elect Director Joseph M. Tucci            For       For        Management
8     Elect Director Joseph M. Velli            For       For        Management
9     Ratify Auditors                           For       For        Management


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

PENFORD CORP.

Ticker:       PENX           Security ID:  707051108
Meeting Date: JAN 30, 2008   Meeting Type: Annual
Record Date:  DEC 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William E. Buchholz        For       For        Management
1.2   Elect Director John C. Hunter III         For       For        Management
1.3   Elect Director James E. Warjone           For       For        Management
2     Ratify Auditors                           For       For        Management


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

POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 8, 2008    Meeting Type: Annual/Special
Record Date:  MAR 13, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W.J. Doyle                For       For        Management
1.2   Elect  Director J.W. Estey                For       For        Management
1.3   Elect  Director W. Fetzer III             For       For        Management
1.4   Elect  Director C.S. Hoffman              For       For        Management
1.5   Elect  Director D.J. Howe                 For       For        Management
1.6   Elect  Director A.D. Laberge              For       For        Management
1.7   Elect  Director K.G. Martell              For       For        Management
1.8   Elect  Director J.J. McCaig               For       For        Management
1.9   Elect  Director M. Mogford                For       For        Management
1.10  Elect  Director P.J. Schoenhals           For       For        Management
1.11  Elect  Director E.R. Stromberg            For       For        Management
1.12  Elect  Director E. Viyella De Paliza      For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Approve 2008 Performance Option Plan      For       For        Management
4     SP - Establish SERP Policy                Against   Against    Shareholder


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nance K. Dicciani          For       For        Management
1.2   Elect Director Edward G. Galante          For       For        Management
1.3   Elect Director Ira D. Hall                For       For        Management
1.4   Elect Director Raymond W. LeBoeuf         For       For        Management
1.5   Elect Director Larry D. McVay             For       For        Management
1.6   Elect Director Wayne T. Smith             For       For        Management
1.7   Elect Director H. Mitchell Watson, Jr.    For       For        Management
1.8   Elect Director Robert L. Wood             For       For        Management
2     Require Majority Vote for Non-Contested   For       For        Management
      Election
3     Ratify Auditors                           For       For        Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 14, 2007   Meeting Type: Annual
Record Date:  JUN 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter R. Bridenbaugh       For       For        Management
1.2   Elect Director Steven G. Rothmeier        For       For        Management
1.3   Elect Director Rick Schmidt               For       For        Management
1.4   Elect Director Daniel J. Murphy           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

PRICELINE.COM INC.

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 4, 2008    Meeting Type: Annual
Record Date:  APR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffery H. Boyd            For       For        Management
1.2   Elect Director Ralph M. Bahna             For       For        Management
1.3   Elect Director Howard W. Barker, Jr.      For       For        Management
1.4   Elect Director Jan L. Docter              For       For        Management
1.5   Elect Director Jeffrey E. Epstein         For       For        Management
1.6   Elect Director James M. Guyette           For       For        Management
1.7   Elect Director Nancy B. Peretsman         For       For        Management
1.8   Elect Director Craig W. Rydin             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings


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

QUANTA SERVICES, INC.

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

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


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     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     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Barbara M. Barrett         For       For        Management
2     Elect Director Vernon E. Clark            For       For        Management
3     Elect Director John M. Deutch             For       For        Management
4     Elect Director Frederic M. Poses          For       Against    Management
5     Elect Director Michael C. Ruettgers       For       For        Management
6     Elect Director Ronald L. Skates           For       For        Management
7     Elect Director William R. Spivey          For       For        Management
8     Elect Director Linda G. Stuntz            For       For        Management
9     Elect Director William H. Swanson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Establish SERP Policy                     Against   For        Shareholder
12    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

RESEARCH IN MOTION LTD

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 17, 2007   Meeting Type: Annual
Record Date:  MAY 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Michael Lazaridis, James  For       For        Management
      Balsillie, James Estill, David Kerr,
      Roger Martin, John E. Richardson, Barbara
      Stymiest, and John Wetmore
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       For        Management


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

ROBBINS & MYERS, INC.

Ticker:       RBN            Security ID:  770196103
Meeting Date: JAN 9, 2008    Meeting Type: Annual
Record Date:  NOV 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David T. Gibbons           For       For        Management
1.2   Elect Director Stephen F. Kirk            For       For        Management
1.3   Elect Director Peter C. Wallace           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

SIGMA DESIGNS, INC.

Ticker:       SIGM           Security ID:  826565103
Meeting Date: JAN 25, 2008   Meeting Type: Special
Record Date:  DEC 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


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

SKILLSOFT PLC [FORMERLY SMARTFORCE PLC (FRM.CBT GROUP PLC)]

Ticker:       SKIL           Security ID:  830928107
Meeting Date: SEP 27, 2007   Meeting Type: Annual
Record Date:  JUL 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND CONSIDER THE CONSOLIDATED  For       For        Management
      FINANCIAL STATEMENTS FOR THE FINANCIAL
      YEAR ENDED JANUARY 31, 2007.
2     TO RE-ELECT AS A DIRECTOR MR. JAMES S.    For       For        Management
      KRZYWICKI WHO RETIRES BY ROTATION.
3     TO RE-ELECT AS A DIRECTOR MR. WILLIAM F.  For       For        Management
      MEAGHER, JR. WHO RETIRES BY ROTATION.
4     TO AUTHORIZE THE AUDIT COMMITTEE TO FIX   For       For        Management
      THE REMUNERATION OF THE COMPANY S AUDITOR
      FOR THE FISCAL YEAR ENDING JANUARY 31,
      2008.
5     TO AMEND THE COMPANY S 2004 EMPLOYEE      For       For        Management
      SHARE PURCHASE PLAN TO INCREASE THE TOTAL
      NUMBER OF SHARES RESERVED FOR ISSUANCE
      THEREUNDER BY 1,000,000 ORDINARY SHARES
      OF E0.11 EACH.
6     TO AMEND THE COMPANY S 2001 OUTSIDE       For       Against    Management
      DIRECTOR OPTION PLAN, ALL AS MORE FULLY
      DESCRIBED IN THE PROXY STATEMENT.
7     TO APPROVE THE PROPOSAL TO REMUNERATE     For       For        Management
      EACH OUTSIDE DIRECTOR, EFFECTIVE NOVEMBER
      1, 2007.
8     TO REDUCE THE COMPANY S SHARE CAPITAL BY  For       For        Management
      THE CANCELLATION OF THE WHOLE AMOUNT
      STANDING TO THE CREDIT OF THE COMPANY S
      SHARE PREMIUM ACCOUNT AT THE DATE OF THE
      ANNUAL GENERAL MEETING.


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

SOUTHWESTERN ENERGY CO.

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lewis E. Epley, Jr.        For       For        Management
1.2   Elect Director Robert L. Howard           For       For        Management
1.3   Elect Director Harold M. Korell           For       For        Management
1.4   Elect Director Vello A. Kuuskraa          For       For        Management
1.5   Elect Director Kenneth R. Mourton         For       For        Management
1.6   Elect Director Charles E. Scharlau        For       For        Management
2     Ratify Auditors                           For       For        Management


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

ST. JUDE MEDICAL, INC.

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

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


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

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack W. Schuler           For       For        Management
1.2   Elect  Director Mark C. Miller            For       For        Management
1.3   Elect  Director Thomas D. Brown           For       For        Management
1.4   Elect  Director Rod F. Dammeyer           For       For        Management
1.5   Elect  Director William K. Hall           For       For        Management
1.6   Elect  Director Jonathan T. Lord, M.D.    For       For        Management
1.7   Elect  Director John Patience             For       For        Management
1.8   Elect  Director Thomas R. Reusche         For       For        Management
1.9   Elect  Director Ronald G. Spaeth          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

STRAYER EDUCATION, INC.

Ticker:       STRA           Security ID:  863236105
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 7, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert S. Silberman        For       For        Management
1.2   Elect Director Dr. Charlotte F. Beason    For       For        Management
1.3   Elect Director William E. Brock           For       For        Management
1.4   Elect Director David A. Coulter           For       For        Management
1.5   Elect Director Gary Gensler               For       For        Management
1.6   Elect Director Robert R. Grusky           For       For        Management
1.7   Elect Director Robert L. Johnson          For       For        Management
1.8   Elect Director Todd A. Milano             For       For        Management
1.9   Elect Director G. Thomas Waite, III       For       For        Management
1.10  Elect Director J. David Wargo             For       For        Management
2     Ratify Auditors                           For       For        Management


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

TEREX CORP.

Ticker:       TEX            Security ID:  880779103
Meeting Date: JUL 17, 2007   Meeting Type: Special
Record Date:  MAY 31, 2007

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


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

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Paul E. Gagne              For       For        Management
2     Elect Director Dain M. Hancock            For       For        Management
3     Elect Director Lloyd G. Trotter           For       For        Management
4     Elect Director Thomas B. Wheeler          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Report on Foreign Military Sales          Against   Against    Shareholder
7     Adopt Anti Gross-up Policy                Against   For        Shareholder


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

TRANSOCEAN INC.

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

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


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

URBAN OUTFITTERS, INC.

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

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


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

VALMONT INDUSTRIES, INC.

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

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


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

WAL-MART STORES, INC.

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

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


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: JUN 2, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008

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


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Joseph R. Cleveland        For       For        Management
2     Elect Director Juanita H. Hinshaw         For       For        Management
3     Elect Director Frank T. Macinnis          For       For        Management
4     Elect Director Steven J. Malcolm          For       For        Management
5     Elect Director Janice D. Stoney           For       For        Management
6     Ratify Auditors                           For       For        Management

========== END NPX REPORT
 

 
SIGNATURES:

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

Value Line Fund, Inc.
(Registrant)

 
By: /s/ Mitchell E. Appel                         
Mitchell E. Appel
President


Date: October 9, 2008