. . . UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0582 WASHINGTON, DC 20549 Expires: March 31, 2006 Estimated average burden FORM N-PX hours per response..14.4 ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05620 --------------------------------------------- Zweig Total Return Fund Inc. ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 900 Third Avenue New York, NY 10022 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Marc Baltuch, c/o Phoenix Zweig Advisers, 900 Third Ave NY, NY 10022 ------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 212-451-1100 --------------------------- Date of fiscal year end: 12/31/05 ------------------- Date of reporting period: 6/30/05 ------------------ Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05620 Reporting Period: 07/01/2004 - 06/30/2005 Zweig Total Return Fund Inc ========================= ZWEIG TOTAL RETURN FUND, INC ========================= ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director James G. Andress For For Management 1.3 Elect Director Edward A. Brennan For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Jack M. Greenberg For For Management 1.6 Elect Director Ronald T. LeMay For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director J. Christopher Reyes For For Management 1.9 Elect Director H. John Riley, Jr. For For Management 1.10 Elect Director Joshua I. Smith For For Management 1.11 Elect Director Judith A. Sprieser For For Management 1.12 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For Withhold Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Carlos Slim Helu For For Management 1.12 Elect Director Stephen M. Wolf For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Ratify Auditors For For Management 5 Eliminate Animal Testing Against Against Shareholder 6 Product Warnings for Pregnant Women Against Against Shareholder 7 Cease Use of Light and Ultra Light in Against Against Shareholder Cigarette Marketing 8 Apply Fire Safety Standards for Against Against Shareholder Cigarettes -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 20, 2005 Meeting Type: Annual Record Date: NOV 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Dov Baharav For For Management 1.4 Elect Director Julian A. Brodsky For For Management 1.5 Elect Director Charles E. Foster For For Management 1.6 Elect Director Eli Gelman For For Management 1.7 Elect Director James S. Kahan For For Management 1.8 Elect Director Nehemia Lemelbaum For For Management 1.9 Elect Director John T. Mclennan For For Management 1.10 Elect Director Robert A. Minicucci For For Management 1.11 Elect Director Simon Olswang For For Management 1.12 Elect Director Mario Segal For For Management 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR FISCAL YEAR 2004. 3 RATIFICATION AND APPROVAL OF ERNST & For For Management YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. David Baltimore For For Management 1.2 Elect Director Ms. Judith C. Pelham For For Management 1.3 Elect Director Mr. Kevin W. Sharer For For Management 2 Ratify Auditors For For Management 3 Eliminate Animal Testing Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Adopt Retention Ratio for Executives Against For Shareholder -------------------------------------------------------------------------------- ANGIOTECH PHARMACEUTICALS INC. Ticker: ANP. Security ID: 034918102 Meeting Date: JUN 9, 2005 Meeting Type: Annual/Special Record Date: MAY 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect William L. Hunter as Director For For Management 1.2 Elect David T. Howard as Director For For Management 1.3 Elect Hartley T. Richardson as Director For For Management 1.4 Elect Edward M. Brown as Director For For Management 1.5 Elect Glen D. Nelson as Director For For Management 1.6 Elect Arthur H. Willms as Director For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Authorize Board to Fix Remuneration of For For Management the Auditors 4 Re-adopt Shareholder Rights Plan (Poison For For Management Pill) 5 Other Business (Voting) For Against Management -------------------------------------------------------------------------------- ARCHER-DANIELS-MIDLAND COMPANY Ticker: ADM Security ID: 039483102 Meeting Date: NOV 4, 2004 Meeting Type: Annual Record Date: SEP 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G. Allen Andreas For For Management 1.2 Elect Director Alan L. Boeckmann For For Management 1.3 Elect Director Mollie Hale Carter For For Management 1.4 Elect Director Roger S. Joslin For For Management 1.5 Elect Director Patrick J. Moore For For Management 1.6 Elect Director M. Brian Mulroney For For Management 1.7 Elect Director Thomas F. O'Neill For For Management 1.8 Elect Director O.G. Webb For For Management 1.9 Elect Director Kelvin R. Westbrook For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Employee Stock Purchase Plan For For Management 4 Report on Genetically Engineered Products Against Against Shareholder -------------------------------------------------------------------------------- AT&T CORP. Ticker: T Security ID: 001957505 Meeting Date: JUN 30, 2005 Meeting Type: Annual Record Date: MAY 27, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3.1 Elect Director William F. Aldinger For For Management 3.2 Elect Director Kenneth T. Derr For For Management 3.3 Elect Director D.W. Dorman For For Management 3.4 Elect Director M.K. Eickhoff-Smith For For Management 3.5 Elect Director H.L. Henkel For For Management 3.6 Elect Director F.C. Herringer For For Management 3.7 Elect Director Jon C. Madonna For For Management 3.8 Elect Director Donald F. McHenry For For Management 3.9 Elect Director Tony L. White For Withhold Management 4 Ratify Auditors For For Management 5 Limit Awards to Executives Against Against Shareholder 6 Performance- Based/Indexed Options Against Against Shareholder 7 Report on Executive Compensation Against Against Shareholder 8 Redeem or Vote Poison Pill Against For Shareholder 9 Review Executive Compensation Against For Shareholder 10 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For Withhold Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director W. Steven Jones For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Walter E. Massey For For Management 1.10 Elect Director Thomas J. May For For Management 1.11 Elect Director Patricia E. Mitchell For For Management 1.12 Elect Director Edward L. Romero For For Management 1.13 Elect Director Thomas M. Ryan For Withhold Management 1.14 Elect Director O. Temple Sloan, Jr. For For Management 1.15 Elect Director Meredith R. Spangler For For Management 1.16 Elect Director Robert L. Tillman For For Management 1.17 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder 4 Director Nominee Amendment Against Against Shareholder -------------------------------------------------------------------------------- BOEING CO., THE Ticker: BA Security ID: 097023105 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth M. Duberstein For Withhold Management 1.2 Elect Director W. James McNerney, Jr. For Withhold Management 1.3 Elect Director Lewis E. Platt For Withhold Management 1.4 Elect Director Mike S. Zafirovski For For Management 2 Ratify Auditors For For Management 3 Adopt Human Rights Policy Against For Shareholder 4 Develop Ethical Criteria for Military Against Against Shareholder Contracts 5 Report on Political Contributions Against Against Shareholder 6 Declassify the Board of Directors Against For Shareholder 7 Adopt Simple Majority Vote Requirement Against For Shareholder 8 Establish Other Board Committee Against For Shareholder 9 Separate Chairman and CEO Positions Against For Shareholder -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director V.D. Coffman For For Management 1.2 Elect Director J.M. Cornelius For For Management 1.3 Elect Director P.R. Dolan For For Management 1.4 Elect Director E.V. Futter For For Management 1.5 Elect Director L.V. Gershtner, Jr. For For Management 1.6 Elect Director L. Johansson For For Management 1.7 Elect Director L.W. Sullivan For For Management 2 Ratify Auditors For For Management 3 Amend Articles to Eliminate Certain For For Management Supermajority Vote Requirements 4 Report on Political Contributions Against Against Shareholder 5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 6 Eliminate Animal Testing Against Against Shareholder 7 Separate Chairman and CEO Positions Against For Shareholder 8 Proposal Regarding Restatement Situations Against Against Shareholder 9 Limit/Prohibit Awards to Executives Against For Shareholder 10 Require a Majority Vote for the Election Against For Shareholder of Directors -------------------------------------------------------------------------------- BURLINGTON RESOURCES INC. Ticker: BR Security ID: 122014103 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B.T. Alexander For For Management 1.2 Elect Director R.V. Anderson For For Management 1.3 Elect Director L.I. Grant For For Management 1.4 Elect Director R.J. Harding For For Management 1.5 Elect Director J.T. LaMacchia For For Management 1.6 Elect Director R.L. Limbacher For For Management 1.7 Elect Director J.F. McDonald For Withhold Management 1.8 Elect Director K.W. Orce For Withhold Management 1.9 Elect Director D.M. Roberts For For Management 1.10 Elect Director J.A. Runde For For Management 1.11 Elect Director J.F. Schwarz For For Management 1.12 Elect Director W. Scott, Jr. For For Management 1.13 Elect Director B.S. Shackouls For For Management 1.14 Elect Director S.J. Shapiro For For Management 1.15 Elect Director W.E. Wade, Jr For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- C. R. BARD, INC. Ticker: BCR Security ID: 067383109 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T. Kevin Dunnigan For For Management 1.2 Elect Director Gail K. Naughton, Ph.D. For For Management 1.3 Elect Director John H. Weiland For For Management 2 Ratify Auditors For For Management 3 Adopt ILO based Code of Conduct Against For Shareholder -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORP. Ticker: COF Security ID: 14040H105 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick W. Gross For For Management 1.2 Elect Director Ann Fritz Hackett For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: SEP 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. James F. Gibbons For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Donald T. Valentine For For Management 1.11 Elect Director Steven M. West For For Management 1.12 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 1, 2005 Meeting Type: Annual Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph L. Castle, II For Withhold Management 1.7 Elect Director Joseph J. Collins For For Management 1.8 Elect Director J. Michael Cook For For Management 1.9 Elect Director Brian L. Roberts For For Management 1.10 Elect Director Ralph J. Roberts For For Management 1.11 Elect Director Dr. Judith Rodin For For Management 1.12 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Restricted Stock Plan For For Management 4 Report on Political Contributions Against Against Shareholder 5 Separate Chairman and CEO Positions Against For Shareholder 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 7 Approve Recapitalization Plan Against For Shareholder -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 10, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.J. Mulva For For Management 1.2 Elect Director Norman R. Augustine For For Management 1.3 Elect Director Larry D. Horner For For Management 1.4 Elect Director Charles C. Krulak For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors -------------------------------------------------------------------------------- CONTINENTAL AIRLINES, INC. Ticker: CAL Security ID: 210795308 Meeting Date: JUN 16, 2005 Meeting Type: Annual Record Date: APR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Barrack, Jr. For For Management 1.2 Elect Director Kirbyjon H. Caldwell For For Management 1.3 Elect Director Lawrence W. Kellner For For Management 1.4 Elect Director Douglas H. McCorkindale For For Management 1.5 Elect Director Henry L. Meyer, III For For Management 1.6 Elect Director Oscar Munoz For For Management 1.7 Elect Director George G.C. Parker For For Management 1.8 Elect Director Jeffery A. Smisek For For Management 1.9 Elect Director Karen Hastie Williams For For Management 1.10 Elect Director Ronald B. Woodard For For Management 1.11 Elect Director Charles A. Yamarone For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Other Business For Against Management -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 27, 2005 Meeting Type: Annual Record Date: DEC 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard D. Dicerchio For Withhold Management 1.2 Elect Director Richard M. Libenson For Withhold Management 1.3 Elect Director John W. Meisenbach For Withhold Management 1.4 Elect Director Charles T. Munger For Withhold Management 1.5 Elect Director Susan L. Decker For For Management 2 Amend Stock Option Plan For For Management 3 Adopt Vendor Standards Against Against Shareholder 4 Develop Land Procurement Policy Against Against Shareholder 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director Anthony J. Carbone For For Management 1.3 Elect Director Barbara H. Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Harold T. Shapiro For For Management 2 Ratify Auditors For For Management 3 Report on Persistent Bioaccumulative and Against Against Shareholder Toxic Chemicals -------------------------------------------------------------------------------- FOX ENTERTAINMENT GROUP, INC. Ticker: FOX Security ID: 35138T107 Meeting Date: NOV 16, 2004 Meeting Type: Annual Record Date: SEP 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director K. Rupert Murdoch For Withhold Management 1.2 Elect Director Peter Chernin For Withhold Management 1.3 Elect Director David F. Devoe For Withhold Management 1.4 Elect Director Arthur M. Siskind For Withhold Management 1.5 Elect Director Lachlan K. Murdoch For Withhold Management 1.6 Elect Director Christos M. Cotsakos For For Management 1.7 Elect Director Peter Powers For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Ticker: FCX Security ID: 35671D857 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Allison, Jr. For For Management 1.2 Elect Director Robert A. Day For For Management 1.3 Elect Director H. Devon Graham, Jr. For For Management 1.4 Elect Director Bobby Lee Lackey For For Management 1.5 Elect Director Gabrielle K. McDonald For For Management 1.6 Elect Director James R. Moffet For For Management 1.7 Elect Director B.M. Rankin, Jr. For For Management 1.8 Elect Director J. Stapleton Roy For For Management 1.9 Elect Director J. Taylor Wharton For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Review Payment Policy to Indonesian Against Against Shareholder Military -------------------------------------------------------------------------------- GEORGIA-PACIFIC CORP. Ticker: GP Security ID: 373298108 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. Balloun For For Management 1.2 Elect Director Thomas D. Bell, Jr. For For Management 1.3 Elect Director Jon A. Boscia For For Management 1.4 Elect Director Alston D. Correll For For Management 1.5 Elect Director John D. Zeglis For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Management -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 6, 2005 Meeting Type: Annual Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Bryan For For Management 1.2 Elect Director Stephen Friedman For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director Henry M. Paulson, Jr. For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Crandall For For Management 1.2 Elect Director Kenneth T. Derr For For Management 1.3 Elect Director S. Malcolm Gillis For For Management 1.4 Elect Director W.R. Howell For For Management 1.5 Elect Director Ray L. Hunt For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director J. Landis Martin For Withhold Management 1.8 Elect Director Jay A. Precourt For For Management 1.9 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 4 Require a Majority Vote for the Election Against For Shareholder of Directors -------------------------------------------------------------------------------- HOME DEPOT, INC. (THE) Ticker: HD Security ID: 437076102 Meeting Date: MAY 26, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director John L. Clendenin For For Management 1.4 Elect Director Berry R. Cox For For Management 1.5 Elect Director Claudio X. Gonzalez For Withhold Management 1.6 Elect Director Milledge A. Hart, III For For Management 1.7 Elect Director Bonnie G. Hill For For Management 1.8 Elect Director Laban P. Jackson, Jr. For For Management 1.9 Elect Director Lawrence R. Johnston For For Management 1.10 Elect Director Kenneth G. Langone For For Management 1.11 Elect Director Robert L. Nardelli For For Management 1.12 Elect Director Thomas J. Ridge For For Management 2 Ratify Auditors For For Management 3 Amend Nomination Procedures for the Board For Against Management 4 Approve Omnibus Stock Plan For For Management 5 Prepare Diversity Report Against For Shareholder 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Limit Executive Compensation Against Against Shareholder 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Performance- Based/Indexed Options Against Against Shareholder 10 Performance- Based/Indexed Options Against For Shareholder 11 Affirm Political Nonpartisanship Against Against Shareholder -------------------------------------------------------------------------------- HONDA MOTOR CO. LTD. Ticker: HMCL Security ID: 438128308 Meeting Date: JUN 23, 2005 Meeting Type: Annual Record Date: MAR 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF PROPOSAL FOR APPROPRIATION OF For For Management RETAINED EARNINGS FOR THE 81ST FISCAL YEAR. 2 PARTIAL AMENDMENTS TO THE ARTICLES OF For For Management INCORPORATION 3.1 Elect Director T. Fukui For For Management 3.2 Elect Director M. Hagino For For Management 3.3 Elect Director M. Harada For For Management 3.4 Elect Director M. Shiraishi For For Management 3.5 Elect Director S. Aoki For For Management 3.6 Elect Director S. Dobashi For For Management 3.7 Elect Director A. Hyogo For For Management 3.8 Elect Director S. Toshida For For Management 3.9 Elect Director K. Hirashima For For Management 3.10 Elect Director K. Kondo For For Management 3.11 Elect Director T. Onda For For Management 3.12 Elect Director A. Takano For For Management 3.13 Elect Director M. Yoshimi For For Management 3.14 Elect Director S. Takagi For For Management 3.15 Elect Director H. Kuroda For For Management 3.16 Elect Director S. Kishi For For Management 3.17 Elect Director H. Yoshino For For Management 3.18 Elect Director T. Iwamura For For Management 3.19 Elect Director T. Oyama For For Management 3.20 Elect Director F. Ike For For Management 3.21 Elect Director K. Hogen For For Management 4 ELECTION OF ONE (1) CORPORATE AUDITOR. For For Management 5 ELECTION OF INDEPENDENT AUDITOR. For For Management 6 REVISION OF AMOUNT OF REMUNERATION For For Management PAYABLE TO DIRECTORS. 7 PAYMENT OF BONUS TO DIRECTORS AND For For Management CORPORATE AUDITORS FOR THE 81ST FISCAL YEAR. 8 PRESENTATION OF RETIREMENT ALLOWANCE TO For For Management RETIRING DIRECTORS FOR THEIR RESPECTIVE SERVICES. -------------------------------------------------------------------------------- HUNTINGTON BANCSHARES INC. Ticker: HBAN Security ID: 446150104 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Don M. Casto III For For Management 1.2 Elect Director Michael J. Endres For For Management 1.3 Elect Director Wm. J. Lhota For For Management 1.4 Elect Director David L. Porteous For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director E. John P. Browne For For Management 1.4 Elect Director D. James Guzy For For Management 1.5 Elect Director Reed E. Hundt For For Management 1.6 Elect Director Paul S. Otellini For For Management 1.7 Elect Director David S. Pottruck For For Management 1.8 Elect Director Jane E. Shaw For For Management 1.9 Elect Director John L. Thornton For For Management 1.10 Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For Withhold Management 1.5 Elect Director Carlos Ghosn For For Management 1.6 Elect Director Charles F. Knight For For Management 1.7 Elect Director Minoru Makihara For For Management 1.8 Elect Director Lucio A. Noto For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Charles M. Vest For For Management 1.13 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Eliminate Age Discrimination in Against Against Shareholder Retirement Benefits 5 Calculate Executive Salary Without Regard Against For Shareholder to Pension Income 6 Expense Stock Options Against Against Shareholder 7 Report on Executive Compensation Against Against Shareholder 8 Report on Outsourcing Against Against Shareholder -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Robert W. Decherd For For Management 1.3 Elect Director G. Craig Sullivan For For Management 2 Ratify Auditors For For Management 3 Adopt ILO Based Code of Conduct Against Against Shareholder -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank C. Lanza For For Management 1.2 Elect Director John M. Shalikashvili For For Management 1.3 Elect Director John White For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hall Adams, Jr. For For Management 1.2 Elect Director Cary D. McMillan For For Management 1.3 Elect Director Michael J. Roberts For For Management 1.4 Elect Director James A. Skinner For For Management 1.5 Elect Director Anne-Marie Slaughter For For Management 2 Ratify Auditors For For Management 3 Report on Genetically Modified Organisms Against Against Shareholder -------------------------------------------------------------------------------- MCKESSON CORP. Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 28, 2004 Meeting Type: Annual Record Date: JUN 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Hammergren For For Management 1.2 Elect Director Robert W. Matschullat For For Management 1.3 Elect Director M. Christine Jacobs For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rochelle B. Lazarus For For Management 1.2 Elect Director William G. Bowen For For Management 1.3 Elect Director Raymond V. Gilmartin For For Management 1.4 Elect Director Thomas E. Shenk For For Management 1.5 Elect Director Anne M. Tatlock For For Management 1.6 Elect Director Samuel O. Thier For For Management 1.7 Elect Director Wendell P. Weeks For For Management 1.8 Elect Director Peter C. Wendell For For Management 2 Ratify Auditors For For Management 3 Prohibit Awards to Executives Against Against Shareholder 4 Limit Executive Compensation Against Against Shareholder 5 Eliminate Animal Testing Against Against Shareholder 6 Separate Chairman and CEO Positions Against For Shareholder 7 Report on Product Availability in Canada Against For Shareholder 8 Report on Political Contributions Against Against Shareholder 9 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2004 Meeting Type: Annual Record Date: SEP 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Jon A. Shirley For For Management 2 Amend Bundled Compensation Plans For For Management 3 Amend Bundled Compensation Plans For For Management 4 Amend Stock Option Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- MOLSON COORS BREWING CO Ticker: TAP Security ID: 60871R209 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Cleghorn For For Management 1.2 Elect Director Charles M. Herington For For Management 1.3 Elect Director David P. O'Brien For For Management -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MWD Security ID: 617446448 Meeting Date: MAR 15, 2005 Meeting Type: Annual Record Date: JAN 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Jacob For For Management 1.2 Elect Director Charles F. Knight For For Management 1.3 Elect Director Miles L. Marsh For For Management 1.4 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Limit Executive Compensation Against Against Shareholder -------------------------------------------------------------------------------- MYLAN LABORATORIES INC. Ticker: MYL Security ID: 628530107 Meeting Date: JUL 30, 2004 Meeting Type: Annual Record Date: JUN 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Milan Puskar For For Management 1.2 Elect Director Robert J. Coury For For Management 1.3 Elect Director Wendy Cameron For For Management 1.4 Elect Director Laurence S. Delynn For Withhold Management 1.5 Elect Director Douglas J. Leech For Withhold Management 1.6 Elect Director Joseph C. Maroon, M.D. For For Management 1.7 Elect Director Rod Piatt For For Management 1.8 Elect Director Patricia A. Sunseri For For Management 1.9 Elect Director C.B. Todd For For Management 1.10 Elect Director R.L. Vanderveen, Ph.D. For For Management 1.11 Elect Director Stuart A. Williams, Esq For For Management -------------------------------------------------------------------------------- NATIONAL CITY CORP. Ticker: NCC Security ID: 635405103 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jon E. Barfield For For Management 1.2 Elect Director James S. Broadhurst For For Management 1.3 Elect Director Christopher M. Connor For For Management 1.4 Elect Director David A. Daberko For For Management 1.5 Elect Director Joseph T. Gorman For For Management 1.6 Elect Director Bernadine P. Healy For For Management 1.7 Elect Director S. Craig Lindner For For Management 1.8 Elect Director Paul A. Ormond For For Management 1.9 Elect Director Robert A. Paul For For Management 1.10 Elect Director Gerald L. Shaheen For For Management 1.11 Elect Director Jerry Sue Thornton For For Management 1.12 Elect Director Morry Weiss For For Management 2 Ratify Auditor For For Management -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NKCAF Security ID: 654902204 Meeting Date: APR 7, 2005 Meeting Type: Annual Record Date: FEB 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 2 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management BALANCE SHEET. 3 APPROVAL OF A PROPOSAL TO THE ANNUAL For For Management GENERAL MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE. 4 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF For For Management THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY. 6 PROPOSAL ON THE COMPOSITION OF THE BOARD For For Management AS PROPOSED BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE. 7.1 Elect Directors Paul J. Collins For For Management 7.2 Elect Directors Georg Ehrnrooth For For Management 7.3 Elect Directors Bengt Holmstrom For For Management 7.4 Elect Directors Per Karlsson For For Management 7.5 Elect Directors Jorma Ollila For For Management 7.6 Elect Directors Marjorie Scardino For For Management 7.7 Elect Directors Vesa Vainio For For Management 7.8 Elect Directors Arne Wessberg For For Management 7.9 Elect Directors Dan Hesse For For Management 7.10 Elect Directors Edouard Michelin For For Management 8 APPROVAL OF THE REMUNERATION TO BE PAID For For Management TO THE AUDITOR. 9 APPROVAL OF THE RE-ELECTION OF For For Management PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2005. 10 APPROVAL OF THE PROPOSAL TO GRANT STOCK For For Management OPTIONS TO SELECTED PERSONNEL OF THE COMPANY. 11 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY COMPANY. 12 AUTHORIZATION TO THE BOARD TO INCREASE For For Management THE SHARE CAPITAL OF THE COMPANY. 13 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Management NOKIA SHARES. 14 AUTHORIZATION TO THE BOARD TO DISPOSE For For Management NOKIA SHARES HELD BY THE COMPANY. 15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT For Against Management NOKIA S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 15. -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORP. Ticker: NSC Security ID: 655844108 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerald L. Baliles For Withhold Management 1.2 Elect Director Gene R. Carter For For Management 1.3 Elect Director Charles W. Moorman For For Management 1.4 Elect Director J. Paul Reason 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 -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORP. Ticker: OXY Security ID: 674599105 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For For Management 1.2 Elect Director Ronald W. Burkle For For Management 1.3 Elect Director John S. Chalsky For For Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director R. Chad Dreier For For Management 1.6 Elect Director John E. Feick For For Management 1.7 Elect Director Ray R. Irani For For Management 1.8 Elect Director Irwin W. Maloney For For Management 1.9 Elect Director Rodolfo Segovia For For Management 1.10 Elect Director Aziz D. Syriani For For Management 1.11 Elect Director Rosemary Tomich For For Management 1.12 Elect Director Walter L. Weisman For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Proposal Regarding Board Sponsored Against Against Shareholder Proposals 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- PACCAR INC. Ticker: PCAR Security ID: 693718108 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John M. Fluke, Jr. For For Management 1.2 Elect Director Stephen F. Page For For Management 1.3 Elect Director Michael A. Tembreull For For Management 2 Declassify the Board of Directors Against For Shareholder 3 Amend Bylaws to Provide for Director Against For Shareholder Nominees to be Elected by Majority Vote -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. McKinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Ruth J. Simmons For For Management 1.13 Elect Director William C. Steere, Jr. For For Management 1.14 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Pharmaceutical Price Restraint Against Against Shareholder 5 Review and Report on Drug Reimportation Against Against Shareholder Policy 6 Report on Political Contributions Against Against Shareholder 7 Report on Product Availability in Canada Against For Shareholder 8 Separate Chairman and CEO Positions Against For Shareholder -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 12, 2004 Meeting Type: Annual Record Date: JUL 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. Kerry Clark For For Management 1.2 Elect Director Joseph T. Gorman For For Management 1.3 Elect Director Lynn M. Martin For For Management 1.4 Elect Director Ralph Snyderman, M.D. For For Management 1.5 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Declassify the Board of Directors Against For Management 5 Implement/ Report on Animal Welfare Against Against Shareholder Standards -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 8, 2005 Meeting Type: Annual Record Date: JAN 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Kahn For For Management 1.2 Elect Director Duane A. Nelles For Withhold Management 1.3 Elect Director Brent Scowcroft For For Management 2 Declassify the Board of Directors and For For Management Eliminate Cumulative Voting 3 Increase Authorized Common Stock For For Management 4 Amend Articles For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO ) Ticker: Security ID: 80105N105 Meeting Date: DEC 23, 2004 Meeting Type: Special Record Date: NOV 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger by Absorption of Aventis For For Management by Sanofi-Aventis; Authorize Issuance of 19.1 Million Shares to Compensate Aventis Minority Shareholders 2 Approve Accounting Treatment of For For Management Absorption 3 Assume Obligations of 257,248 Outstanding For For Management Aventis Warrants; Authorize Issuance of Up to 301,984 Sanofi-Aventis Shares to Satisfy Conversion of Aventis Warrants 4 Assume Obligations of 48.08 Million For For Management Outstanding Aventis Stock Options; Authorize Issuance of Sanofi-Aventis Shares to Satisfy Conversion of Aventis Stock Options 5 Set Dec. 31, 2004, as Effective Date of For For Management Merger and Related Capital Increase to Aventis Minority Shareholders 6 Amend Articles to Reflect Changes in For For Management Capital 7 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 8 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO ) Ticker: Security ID: 80105N105 Meeting Date: MAY 31, 2005 Meeting Type: Annual Record Date: APR 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE INDIVIDUAL COMPANY For For Management FINANCIAL STATEMENTS 2 APPROVAL OF THE CONSOLIDATED FINANCIAL For For Management STATEMENTS 3 APPROPRIATION OF PROFITS; DECLARATION OF For For Management DIVIDEND 4 APPROVAL OF TRANSACTIONS COVERED BY THE For For Management STATUTORY AUDITORS SPECIAL REPORT 5 Ratify Auditors For For Management 6 Ratify Auditors For For Management 7 AUTHORIZATION TO THE BOARD OF DIRECTORS For For Management TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY 8 TERMINATION OF THE AUTHORITY TO ISSUE For For Management BONDS 9 TO CARRY OUT INCREASES IN THE SHARE For For Management CAPITAL BY ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED 10 TO CARRY OUT INCREASES IN THE SHARE For Against Management CAPITAL BY ISSUANCE, WITHOUT PREEMPTIVE RIGHTS 11 TO CARRY OUT INCREASES IN THE SHARE For For Management CAPITAL BY INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS OR OTHER ITEMS 12 TO INCREASE THE NUMBER OF SHARES TO BE For Against Management ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT PREEMPTIVE RIGHTS 13 TO CARRY OUT INCREASES IN THE SHARE For For Management CAPITAL BY ISSUANCE OF SHARES RESERVED FOR EMPLOYEES WITH WAIVER OF PREEMPTIVE RIGHTS 14 DELEGATION TO THE BOARD OF DIRECTORS OF For Against Management AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES 15 DELEGATION TO THE BOARD TO ALLOT EXISTING For Against Management OR NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED EMPLOYEES OF THE GROUP 16 DELEGATION TO THE BOARD OF DIRECTORS OF For For Management POWERS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES 17 POWERS FOR THE ACCOMPLISHMENT OF For For Management FORMALITIES -------------------------------------------------------------------------------- UNITED DEFENSE INDS INC Ticker: UDI Security ID: 91018B104 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Directors Frank C. Carlucci For For Management 2.2 Elect Directors Peter J. Clare For For Management 2.3 Elect Directors William E. Conway, Jr. For For Management 2.4 Elect Directors C. Thomas Faulders, III For For Management 2.5 Elect Directors Robert J. Natter For For Management 2.6 Elect Directors J.H. Binford Peay, III For For Management 2.7 Elect Directors Thomas W. Rabaut For For Management 2.8 Elect Directors Francis Raborn For For Management 2.9 Elect Directors John M. Shalikashvili For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas H. Kean For For Management 1.2 Elect Director Robert L. Ryan For For Management 1.3 Elect Director William G. Spears For For Management 1.4 Elect Director Gail R. Wilensky, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Performance- Based/Indexed Options Against For Shareholder 4 Performance- Based/Indexed Options Against For Shareholder -------------------------------------------------------------------------------- VALERO ENERGY CORP. Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W.E. Bill Bradford For For Management 1.2 Elect Director Ronald K. Calgaard For For Management 1.3 Elect Director William E. Greehey For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Baker, II For Withhold Management 1.2 Elect Director Peter C. Browing For For Management 1.3 Elect Director Donald M. James For For Management 1.4 Elect Director Van L. Richey For For Management 1.5 Elect Director G. Kennedy Thompson For For Management 1.6 Elect Director John C. Whitaker, Jr. For For Management 1.7 Elect Director Wallace D. Malone, Jr. For For Management 1.8 Elect Director Robert J. Brown For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: OCT 28, 2004 Meeting Type: Special Record Date: AUG 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For Withhold Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For Withhold Management 1.11 Elect Director Judith M. Runstad For Withhold Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Adopt Policy on Payday Lenders Against Against Shareholder 5 Link Executive Compensation to Predatory Against Against Shareholder Lending 6 Performance- Based/Indexed Options Against For Shareholder 7 Limit Executive Compensation Against Against Shareholder 8 Separate Chairman and CEO Positions Against For Shareholder ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Daniel T. Geraci ------------------------------------------------------------------ By (Signature and Title)* /s/ Daniel T. Geraci ------------------------------------------------------ Date 8/22/05 -------------------------------------------------------------------------- 3