UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number: 811-7987 |
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Dean Family of Funds |
(Exact name of registrant as specified in charter:) |
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2480 Kettering Tower Dayton OH 45423 |
(Address of principal executive offices) (Zip Code) |
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Freddie Jacobs, Jr. |
Unified Fund Services, Inc. |
431 N. Pennsylvania Street |
Indianapolis, IN 46204 |
(Name and address of agent for service) |
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Registrant's telephone number, including area code: 937-222-9531 |
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Date of fiscal year end: March 31 |
Date of reporting period: June 30, 2005 |
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 (Secs. 239.24 and 274.5 of thes 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. Sec.3507.
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| Record | Shareholder | Description of the | Matter Proposed By: | Vote: |
| Fund Cast its Vote |
Ticker | Cusip | Name |
| Meeting | Matter Voted On | Management (M) | Yes (Y) or | For, Against, | For Management or |
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| Date | Date |
| Shareholders (S) | No (N) | or Abstain | Against Management |
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BALANCED FUND |
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A | 00846U101 | Agilent Technologies, Inc. | 01/30/05 | 03/01/05 | Election of Directors. | M | Y | For | For |
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| The ratification of the audit and finance committee's appointment of PriceWaterhouseCoopers, LLP as Agilent's independent registered public accounting firm. | M | Y | For | For |
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| The approval of the amended and restated Agilent Technologies, Inc. performance-based compensation plan for covered employees. | M | Y | For | For |
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BUD | 035229103 | Anheuser-Busch Cos., Inc. | 02/28/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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| Approve the officer bonus plan, as amended. | M | Y | For | For |
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| Approve the 1998 incentive stock plan, as amended. | M | Y | For | For |
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| Approval of independent registered public accounting firm. | M | Y | For | For |
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BAC | 060505104 | Bank of America Corp. | 03/04/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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| Ratification of independent public accountants | M | Y | For | For |
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| Stockholder proposal - Political contributions | S | Y | Against | For |
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| Stockholder proposal - Nomination of Directors. | S | Y | Against | For |
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BP | 055622104 | BP, PLC | 02/18/05 | 04/14/05 | Election of Directors. | M | Y | For | For |
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| To re-appoint Ernst & Young, LLP as auditors and authorize the board to set their remuneration. | M | Y | For | For |
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| To give authority to allot shares up to a specified amount. | M | Y | For | For |
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| Special resolution - to give authority to allot a limited number of shares for cash without making an offer to shareholders. | M | Y | For | For |
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| Special resolution - to give limited authority for the purchase of its own shares by the Company. | M | Y | For | For |
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| To approve the Directors' remuneration report. | M | Y | For | For |
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| To approve the renewal of Executive Directors' incentive plan. | M | Y | For | For |
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| To receive the Directors' annual report and the accounts. | M | Y | For | For |
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C | 172967101 | Citigroup, Inc. | 02/25/05 | 04/19/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the selection of KPMG, LLP as Citigroup's independent registered public accounting firm for 2005. | M | Y | For | For |
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| Proposal to approve the Amended and Restated Citigroup 1999 Stock Incentive Plan. | M | Y | For | For |
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| Stockholder proposal requesting a curb on executive compensation, no future stock option grants, and no renewals or extensions of option plans. | S | Y | Against | For |
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| Stockholder proposal requesting a report on political contributions. | S | Y | Against | For |
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| Stockholder proposal requesting that the Chairman of the Board have no management duties, titles or responsibilities. | S | Y | For | Against |
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| Stockholder proposal requesting that CEO compensation be limited to no more than 100 times the average compensation paid to the Company's non-managerial workers unless prior stockholder approval is granted. | S | Y | Against | For |
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| Stockholder proposal requesting election of Director nominees by a majority of votes cast. | S | Y | For | Against |
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| Stockholder proposal requesting a By-Law amendment prohibiting the payment of non-deductible compensation to any Officer unless prior stockholder approval is granted. | S | Y | Against | For |
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| Stockholder proposal requesting that a simple majority vote apply on each issue that can be subject to a shareholder vote. | S | Y | For | Against |
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CMCSA | 20030N101 | Comcast Corp. | 03/24/05 | 06/01/05 | Election of Directors. | M | Y | For | For |
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| Independent auditors. | M | Y | For | For |
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| 2002 restricted stock plan. | M | Y | For | For |
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| Disclose political contributions. | M | Y | Against | For |
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| Require that the chairman of the board not have managerial responsibilities. | M | Y | For | Against |
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| Eliminate shareholder rights plan unless shareholder approval is received. | M | Y | For | Against |
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| Adopt a recapitalization plan. | M | Y | For | Against |
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CVS | 126650100 | CVS Corp. | 03/15/05 | 05/12/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the appointment of KPMG, LLP as CVS' independent registered public accounting firm for the fiscal year ending December 31, 2005. | M | Y | For | For |
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| Stockholder proposal regarding election of directors. | S | Y | For | Against |
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| Stockholder proposal regarding performance and time-based restricted shares. | S | Y | Against | For |
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| Stockholder proposal regarding non-deductible executive compensation | S | Y | Against | For |
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D | 25746U109 | Dominion Resources, Inc. | 02/25/05 | 04/22/05 | Election of Directors. | M | Y | For | For |
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| Approve the adoption of the non-employee Directors compensation plan. | M | Y | For | For |
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| Approve the adoption of the 2005 incentive compensation plan. | M | Y | For | For |
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| Ratify the appointment of independent auditors for the 2005 financial statements. | M | Y | For | For |
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| Shareholder proposal. | S | Y | Against | For |
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FSL B | 35687M206 | Freescale Semiconductor, Inc. | 03/01/05 | 04/29/05 | Election of Directors. | M | Y | For | For |
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| To approve amendments to our Amended and Restated Certificate of Incorporation. | M | Y | For | For |
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| To approve amendments to our Amended and Restated By-Laws. | M | Y | For | For |
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| To approve our Omnibus Incentive Plan of 2005. | M | Y | For | For |
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| To ratify the appointment of the independent registered public accounting firm of KPMG, LLP, our independent auditors, for fiscal 2005. | M | Y | For | For |
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GE | 369604103 | General Electric Co. | 02/28/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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| Ratification of selection of independent auditor. | M | Y | For | For |
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| Cumulative voting. | S | Y | Against | For |
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| Report on nuclear risk. | S | Y | Against | For |
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| Report on PCB clean-up costs. | S | Y | Against | For |
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| Curb over-extended Directors. | S | Y | Against | For |
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| Report on sustainability. | S | Y | Against | For |
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| Disclose political contributions. | S | Y | Against | For |
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| Animal testing. | S | Y | Against | For |
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GIS | 370334104 | General Mills, Inc. | 07/29/04 | 09/27/04 | Election of Directors. | M | Y | For | For |
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| Approval of appointment of KPMG, LLP as independent auditor. | M | Y | For | For |
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| Approval of amendments to the Company's by-laws. | M | Y | For | For |
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HIG | 416515104 | The Hartford Financial Services Group, Inc. | 03/22/05 | 05/18/05 | Election of Directors. | M | Y | For | For |
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| Ratification of the appointment of Deloitte & Touche, LLP as independent auditors of the Company for the fiscal year ending December 31, 2005. | M | Y | For | For |
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| Approval of the Hartford 2005 Incentive Stock Plan. | M | Y | For | For |
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| Approval of material terms of Executive Officer performance goals for Incentive Awards. | M | Y | For | For |
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HD | 437076102 | The Home Depot, Inc. | 03/28/05 | 05/26/05 | Election of Directors. | M | Y | For | For |
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| Company proposal to ratify the appointment of KPMG, LLP as independent registered public accounting firm for fiscal 2005. | M | Y | For | For |
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| Company proposal to amend the sixth article of the Company's Certificate of Incorporation. | M | Y | Against | Against |
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| Company proposal to approve the Home Depot, Inc. 2005 Omnibus Stock Incentive Plan. | M | Y | For | For |
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| Stockholder proposal regarding employment diversity report disclosure. | S | Y | Against | For |
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| Stockholder proposal regarding method of voting. | S | Y | For | Against |
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| Stockholder proposal regarding non-deductible compensation. | S | Y | Against | For |
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| Stockholder proposal regarding future severance agreements. | S | Y | For | Against |
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| Stockholder proposal regarding performance and time-based restricted shares. | S | Y | Against | For |
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| Stockholder proposal regarding performance-based options. | S | Y | For | Against |
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| Stockholder proposal regarding political nonpartisanship. | S | Y | Against | For |
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IBM | 459200101 | International Business Machines Corp. | 02/25/05 | 04/26/05 | Election of Directors. | M | Y | For | For |
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| Ratification of appointment of independent registered public accounting firm. | M | Y | For | For |
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| Stockholder proposal on cumulative voting. | S | Y | Against | For |
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| Stockholder proposal on pension and retirement medical. | S | Y | Against | For |
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| Stockholder proposal on executive compensation. | S | Y | For | Against |
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| Stockholder proposal on expensing stock options. | S | Y | Against | For |
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| Stockholder proposal on disclosure of executive compensation. | S | Y | Against | For |
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| Stockholder proposal on offshoring. | S | Y | Against | For |
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KR | 501044101 | The Kroger Co. | 04/25/05 | 06/23/05 | Election of Directors. | M | Y | Withhold all nominees | Against |
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| Approval of 2005 long-term incentive plan. | M | Y | For | For |
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| Approval of PriceWaterhouseCoopers, LLP as auditors. | M | Y | For | For |
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| Approve shareholder proposal, if properly presented, to amend regulations to eliminate the super-majority shareholder approval requirement. | S | Y | For | Against |
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| Approve shareholder proposal, if properly presented, to recommend feasibility report on suppliers' controlled-atmosphere killing of chickens. | S | Y | Against | For |
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| Approve shareholder proposal, if properly presented, to recommend shareholder approval of severance agreements. | S | Y | For | Against |
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MMC | 571748102 | Marsh & Mc Lennan Cos., Inc. | 03/21/05 | 05/19/05 | Election of Directors. | M | Y | For all except 02 | Against |
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| Ratification of selection of independent registered public accounting firm. | M | Y | For | For |
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| Proposal to approve the amendment of MMC's equity compensation plans to permit an exchange of certain options. | M | Y | For | For |
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| Stockholder Proposal: CEO compensation. | S | Y | Against | For |
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| Stockholder Proposal: Stock Option Policy. | S | Y | For | Against |
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| Stockholder Proposal: Director election voting standard. | S | Y | For | Against |
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JPM | 46625H100 | JP Morgan Chase & Co. | 03/22/05 | 05/17/05 | Election of Directors. | M | Y | For | For |
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| Appointment of independent registered public accounting firm. | M | Y | For | For |
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| Approval of 2005 long-term Incentive Plan. | M | Y | Against | Against |
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| Director term limits. | M | Y | Against | For |
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| Separation of Chairman and CEO. | M | Y | For | Against |
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| Competitive pay. | M | Y | Against | For |
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| Recoup unearned management bonuses. | M | Y | For | Against |
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MWD | 617446448 | Morgan Stanley | 01/14/05 | 03/15/05 | Election of Directors. | M | Y | For | For |
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| To ratify the appointment of Deloitte & Touche, LLP as independent auditors. | M | Y | For | For |
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| To amend the Certificate of Incorporation to institute annual election of Directors. | M | Y | For | For |
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| Shareholder proposal to limit CEO compensation. | S | Y | Against | For |
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MOT | 620076109 | Motorola, Inc. | 03/04/05 | 05/02/05 | Election of Directors. | M | Y | For | For |
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| Shareholder Proposal Re: Non-deductible executive compensation. | S | Y | Against | For |
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| Shareholder Proposal Re: Director election by majority vote. | S | Y | For | Against |
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NSC | 655844108 | Norfolk Southern Corp. | 03/07/05 | 05/12/05 | Election of Directors. | M | Y | For | For |
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| Ratification of the appointment of KPMG, LLP, independent reistered public accounting firm, as auditors. | M | Y | For | For |
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| Approval of the Norfolk Southern Corporation's long-term incentive plan, as amended. | M | Y | For | For |
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| Approval of the Norfolk Southern Corporation's executive management incentive plan, as amended. | M | Y | For | For |
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NFB | 659424105 | North Fork Bancorporation, Inc. | 03/04/05 | 05/03/05 | Election of Directors. | M | Y | For | For |
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| Amendment of certificate of incorporation to increase authorized shares of common stock from 500 million shares to 1 billion shares. | M | Y | For | For |
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| Ratification of KPMG, LLP as the company's independent auditor for fiscal year 2005. | M | Y | For | For |
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PFE | 717081103 | Pfizer, Inc. | 03/02/05 | 04/28/05 | Election of Directors. | M | Y | For | For |
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| A proposal to ratify the appointment of KPMG, LLP as independent registered public accounting firm for 2005. | M | Y | For | For |
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| Shareholder proposal relating to term limits for directors. | S | Y | Against | For |
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| Shareholder proposal requesting a report on increasing access to Pfizer products. | S | Y | Against | For |
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| Shareholder proposal relating to importation of prescription drugs. | S | Y | Against | For |
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| Shareholder proposal relating to political contributions. | S | Y | Against | For |
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| Shareholder proposal relating to product availability in Canada. | S | Y | Against | For |
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| Shareholder proposal relating to the separation of the roles of Chairman and CEO and access to pharmaceutical products. | S | Y | For | Against |
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SWY | 786514208 | Safeway, Inc. | 03/28/05 | 05/25/05 | Election of Directors. | M | Y | For | For |
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| Appointment of Deloitte & Touche, LLP as independent auditors for fiscal year 2005. | M | Y | For | For |
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| Stockholder proposal requesting cumulative voting. | S | Y | For | Against |
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| Stockholder proposal requesting the sale of Safeway, Inc. to the highest bidder. | S | Y | Against | For |
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| Stockholder proposal requesting an independent director as chairman of the board. | S | Y | For | Against |
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| Stockholder proposal requesting that the company issue an annual sustainability report. | S | Y | Against | For |
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| Stockholder proposal requesting that 50 percent of each director's compensation be paid in restricted stock. | S | Y | Against | For |
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| Stockholder proposal requesting majority vote for election of directors. | S | Y | For | Against |
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| Stockholder proposal requesting independent board committees. | S | Y | Against | For |
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| Stockholder proposal requesting an office of the board of directors. | S | Y | Against | For |
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SHW | 824348106 | Sherwin-Williams Co. | 02/28/05 | 04/20/05 | Election of Directors. | M | Y | For | For |
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| Ratification of appointment of independent registered public accounting firm. | M | Y | For | For |
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STT | 857477103 | State Street Corp. | 02/25/05 | 04/20/05 | Election of Directors. | M | Y | For | For |
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| To ratify the selection of Ernst & Young, LLP as the company's independent registered public accounting firm for 2005. | M | Y | For | For |
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STI | 867914103 | SunTrust Banks, Inc. | 02/28/05 | 04/19/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the appointment of PriceWaterhouseCoopers, LLP as independent auditors for 2005. | M | Y | For | For |
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| Proposal to approve the material terms of the performance goals for the Suntrust Banks, Inc. management incentive plan. | M | Y | For | For |
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| Proposal to approve the material terms of the performance goals for the Suntrust Banks, Inc. performance unit plan. | M | Y | For | For |
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TXN | 882508104 | Texas Instruments, Inc. | 02/22/05 | 04/21/05 | Election of Directors. | M | Y | For | For |
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| Board proposal to ratify the appointment of Ernst & Young, LLP as the company's independent registered public accounting firm for 2005. | M | Y | For | For |
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| Board proposal to approve the TI employees 2005 stock purchase plan. | M | Y | For | For |
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| Board proposal to reapprove the material terms of the performance goals under the Texas Instruments, Inc. 2000 long-term incentive plan. | M | Y | For | For |
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TJX | 872540109 | The TJX Companies, Inc. | 04/18/05 | 06/07/05 | Election of Directors. | M | Y | For | For |
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| Ratification of appointment of PriceWaterhouseCoopers, LLP. | M | Y | For | For |
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| Amendment to Certificate of Incorporation to declassify Board of Directors. | M | Y | For | For |
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| Shareholder proposal regarding ILO standards Code of Conduct and independent monitoring. | S | Y | Against | For |
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| Shareholder proposal regarding board report on Vendor Compliance Program. | S | Y | Against | For |
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| Shareholder proposal regarding election of Directors by majority vote. | S | Y | For | Against |
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TM | 892331307 | Toyota Motor Corp. | 03/30/05 | 06/23/05 | Approval of proposed appropriation of retained earnings for the 101st term. | M | Y | For | Mgmt. did not recommend |
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| Election of 26 Directors. | M | Y | For | Mgmt. did not recommend |
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| Election of 1 corporate auditor. | M | Y | For | Mgmt. did not recommend |
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| Issue of stock acquisition rights without consideration to directors, managing officers and employees, etc., of Toyota Motor Corp. and its affiliates. | M | Y | For | Mgmt. did not recommend |
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| Repurchase of shares. | M | Y | For | Mgmt. did not recommend |
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| Award of bonus payments to retiring directors. | M | Y | For | Mgmt. did not recommend |
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| Amendment of the articles of incorporation (part 1) (disclosure of individual remuneration and bonus payments upon retirement, etc. of each dirctor to the shareholders). | M | Y | For | Mgmt. did not recommend |
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| Amendment of the articles of incorporation (part 2) (disclosure of political contributions). | M | Y | For | Mgmt. did not recommend |
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RIG | G90078109 | Transocean, Inc. | 03/17/05 | 05/12/05 | Election of Directors. | M | Y | For | For |
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| Approval of the amendment of our Employee Stock Purchase Plan to increase the number of ordinary shares reserved for issuance under the plan from 2,500,000 to 3,500,000. | M | Y | For | For |
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| Approval of the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm. | M | Y | For | For |
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TYC | 902124106 | Tyco International, Ltd. | 01/10/05 | 03/10/05 | Election of Directors. | M | Y | For | For |
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| Re-appointment of Deloitte & Touche, LLP as Tyco's independent auditors and authorization for the audit committee of the board of directors to set the auditors' remuneration. | M | Y | For | For |
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USB | 902973304 | U.S. Bancorp | 02/28/05 | 04/19/05 | Election of Directors. | M | Y | For all except 01,04 | Against |
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| Ratify selection of Ernst & Young, LLP as independent auditor for the 2005 fiscal year. | M | Y | For | For |
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| Amend certificate of incorporation to eliminate super-majority voting. | M | Y | For | For |
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| Shareholder proposal - performance vesting shares. | S | Y | For | Against |
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| Shareholder proposal - prohibition on tax and non-audit work by independent auditors. | S | Y | Against | For |
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UNP | 907818108 | Union Pacific Corp. | 02/25/05 | 05/05/05 | Election of Directors. | M | Y | For | For |
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| Adopt the Union Pacific Corp. executive incentive plan. | M | Y | For | For |
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| Ratify appointment of Deloitte & Touche as independent auditors. | M | Y | For | For |
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| Shareholder proposal regarding a restricted share grant program. | S | Y | Against | For |
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VOD | 92857W100 | Vodafone Group, PLC | 06/11/04 | 07/27/04 | To receive the report of the directors and financial statements. | M | Y | For | Mgmt. did not recommend |
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| To approve the remuneration report. | M | Y | For | Mgmt. did not recommend |
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| To re-elect Peter Bamford as a director. | M | Y | For | Mgmt. did not recommend |
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| To re-elect Julian Horn-Smith as a director. | M | Y | For | Mgmt. did not recommend |
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| To re-elect Sir David Scholey as a director. | M | Y | For | Mgmt. did not recommend |
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| To elect Luc Vandevelde as a director. | M | Y | For | Mgmt. did not recommend |
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| To approve a final dividend of 1.07800 pence per ordinary share. | M | Y | For | Mgmt. did not recommend |
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| To re-appoint Deloitte & Touche, LLP as auditors. | M | Y | For | Mgmt. did not recommend |
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| To authorize the audit committee to determine the auditors' remuneration. | M | Y | For | Mgmt. did not recommend |
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| To authorize donations under the political parties, elections and Referendums Act 2000. | M | Y | For | Mgmt. did not recommend |
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| To renew authority to allot shares under Article 16.2 of the Company's Articles of Association. | M | Y | For | Mgmt. did not recommend |
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| To renew authority to disapply pre-emption rights under Article 16.3 of the Company's Articles of Association. | M | Y | For | Mgmt. did not recommend |
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| To authorize the Company's purchase of its own shares. | M | Y | For | Mgmt. did not recommend |
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| To authorize the Company's pruchase of its own shares pursuant to contingent purchase contracts and off-market purchases. | M | N | Abstain | Mgmt. did not recommend |
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LARGE-CAP FUND |
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A | 00846U101 | Agilent Technologies, Inc. | 01/30/05 | 03/01/05 | Election of Directors. | M | Y | For | For |
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| The ratification of the audit and finance committee's appointment of PriceWaterhouseCoopers, LLP as Agilent's independent registered public accounting firm. | M | Y | For | For |
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| The approval of the amended and restated Agilent Technologies, Inc. performance-based compensation plan for covered employees. | M | Y | For | For |
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BUD | 035229103 | Anheuser-Busch Cos., Inc. | 02/28/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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| Approve the officer bonus plan, as amended. | M | Y | For | For |
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| Approve the 1998 incentive stock plan, as amended. | M | Y | For | For |
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| Approval of independent registered public accounting firm. | M | Y | For | For |
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BAC | 060505104 | Bank of America Corp. | 03/04/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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| Ratification of independent public accountants | M | Y | For | For |
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| Stockholder proposal - Political contributions | S | Y | Against | For |
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| Stockholder proposal - Nomination of Directors. | S | Y | Against | For |
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BP | 055622104 | BP, PLC | 02/18/05 | 04/14/05 | Election of Directors. | M | Y | For | For |
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| To re-appoint Ernst & Young, LLP as auditors and authorize the board to set their remuneration. | M | Y | For | For |
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| To give authority to allot shares up to a specified amount. | M | Y | For | For |
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| Special resolution - to give authority to allot a limited number of shares for cash without making an offer to shareholders. | M | Y | For | For |
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| Special resolution - to give limited authority for the purchase of its own shares by the Company. | M | Y | For | For |
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| To approve the Directors' remuneration report. | M | Y | For | For |
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| To approve the renewal of Executive Directors' incentive plan. | M | Y | For | For |
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| To receive the Directors' annual report and the accounts. | M | Y | For | For |
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C | 172967101 | Citigroup, Inc. | 02/25/05 | 04/19/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the selection of KPMG, LLP as Citigroup's independent registered public accounting firm for 2005. | M | Y | For | For |
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| Proposal to approve the Amended and Restated Citigroup 1999 Stock Incentive Plan. | M | Y | For | For |
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| Stockholder proposal requesting a curb on executive compensation, no future stock option grants, and no renewals or extensions of option plans. | S | Y | Against | For |
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| Stockholder proposal requesting a report on political contributions. | S | Y | Against | For |
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| Stockholder proposal requesting that the Chairman of the Board have no management duties, titles or responsibilities. | S | Y | For | Against |
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| Stockholder proposal requesting that CEO compensation be limited to no more than 100 times the average compensation paid to the Company's non-managerial workers unless prior stockholder approval is granted. | S | Y | Against | For |
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| Stockholder proposal requesting election of Director nominees by a majority of votes cast. | S | Y | For | Against |
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| Stockholder proposal requesting a By-Law amendment prohibiting the payment of non-deductible compensation to any Officer unless prior stockholder approval is granted. | S | Y | Against | For |
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| Stockholder proposal requesting that a simple majority vote apply on each issue that can be subject to a shareholder vote. | S | Y | For | Against |
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CMCSA | 20030N101 | Comcast Corp. | 03/24/05 | 06/01/05 | Election of Directors. | M | Y | For | For |
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| Independent auditors. | M | Y | For | For |
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| 2002 restricted stock plan. | M | Y | For | For |
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| Disclose political contributions. | M | Y | Against | For |
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| Require that the chairman of the board not have managerial responsibilities. | M | Y | For | Against |
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| Eliminate shareholder rights plan unless shareholder approval is received. | M | Y | For | Against |
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| Adopt a recapitalization plan. | M | Y | For | Against |
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CVS | 126650100 | CVS Corp. | 03/15/05 | 05/12/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the appointment of KPMG, LLP as CVS' independent registered public accounting firm for the fiscal year ending December 31, 2005. | M | Y | For | For |
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| Stockholder proposal regarding election of directors. | S | Y | For | Against |
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| Stockholder proposal regarding performance and time-based restricted shares. | S | Y | Against | For |
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| Stockholder proposal regarding non-deductible executive compensation | S | Y | Against | For |
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D | 25746U109 | Dominion Resources, Inc. | 02/25/05 | 04/22/05 | Election of Directors. | M | Y | For | For |
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| Approve the adoption of the non-employee Directors compensation plan. | M | Y | For | For |
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| Approve the adoption of the 2005 incentive compensation plan. | M | Y | For | For |
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| Ratify the appointment of independent auditors for the 2005 financial statements. | M | Y | For | For |
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| Shareholder proposal. | S | Y | Against | For |
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FSL B | 35687M206 | Freescale Semiconductor, Inc. | 03/01/05 | 04/29/05 | Election of Directors. | M | Y | For | For |
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| To approve amendments to our Amended and Restated Certificate of Incorporation. | M | Y | For | For |
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| To approve amendments to our Amended and Restated By-Laws. | M | Y | For | For |
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| To approve our Omnibus Incentive Plan of 2005. | M | Y | For | For |
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| To ratify the appointment of the independent registered public accounting firm of KPMG, LLP, our independent auditors, for fiscal 2005. | M | Y | For | For |
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GE | 369604103 | General Electric Co. | 02/28/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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| Ratification of selection of independent auditor. | M | Y | For | For |
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| Cumulative voting. | S | Y | Against | For |
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| Report on nuclear risk. | S | Y | Against | For |
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| Report on PCB clean-up costs. | S | Y | Against | For |
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| Curb over-extended Directors. | S | Y | Against | For |
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| Report on sustainability. | S | Y | Against | For |
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| Disclose political contributions. | S | Y | Against | For |
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| Animal testing. | S | Y | Against | For |
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GIS | 370334104 | General Mills, Inc. | 07/29/04 | 09/27/04 | Election of Directors. | M | Y | For | For |
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| Approval of appointment of KPMG, LLP as independent auditor. | M | Y | For | For |
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| Approval of amendments to the Company's by-laws. | M | Y | For | For |
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HIG | 416515104 | The Hartford Financial Services Group, Inc. | 03/22/05 | 05/18/05 | Election of Directors. | M | Y | For | For |
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| Ratification of the appointment of Deloitte & Touche, LLP as independent auditors of the Company for the fiscal year ending December 31, 2005. | M | Y | For | For |
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| Approval of the Hartford 2005 Incentive Stock Plan. | M | Y | For | For |
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| Approval of material terms of Executive Officer performance goals for Incentive Awards. | M | Y | For | For |
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HD | 437076102 | The Home Depot, Inc. | 03/28/05 | 05/26/05 | Election of Directors. | M | Y | For | For |
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| Company proposal to ratify the appointment of KPMG, LLP as independent registered public accounting firm for fiscal 2005. | M | Y | For | For |
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| Company proposal to amend the sixth article of the Company's Certificate of Incorporation. | M | Y | Against | Against |
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| Company proposal to approve the Home Depot, Inc. 2005 Omnibus Stock Incentive Plan. | M | Y | For | For |
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| Stockholder proposal regarding employment diversity report disclosure. | S | Y | Against | For |
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| Stockholder proposal regarding method of voting. | S | Y | For | Against |
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| Stockholder proposal regarding non-deductible compensation. | S | Y | Against | For |
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| Stockholder proposal regarding future severance agreements. | S | Y | For | Against |
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| Stockholder proposal regarding performance and time-based restricted shares. | S | Y | Against | For |
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| Stockholder proposal regarding performance-based options. | S | Y | For | Against |
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| Stockholder proposal regarding political nonpartisanship. | S | Y | Against | For |
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IBM | 459200101 | International Business Machine | 02/25/05 | 04/26/05 | Election of Directors. | M | Y | For | For |
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| Ratification of appointment of independent registered public accounting firm. | M | Y | For | For |
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| Stockholder proposal on cumulative voting. | S | Y | Against | For |
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| Stockholder proposal on pension and retirement medical. | S | Y | Against | For |
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| Stockholder proposal on executive compensation. | S | Y | For | Against |
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| Stockholder proposal on expensing stock options. | S | Y | Against | For |
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| Stockholder proposal on disclosure of executive compensation. | S | Y | Against | For |
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| Stockholder proposal on offshoring. | S | Y | Against | For |
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KR | 501044101 | The Kroger Co. | 04/25/05 | 06/23/05 | Election of Directors. | M | Y | Withhold all nominees | Against |
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| Approval of 2005 long-term incentive plan. | M | Y | For | For |
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| Approval of PriceWaterhouseCoopers, LLP as auditors. | M | Y | For | For |
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| Approve shareholder proposal, if properly presented, to amend regulations to eliminate the super-majority shareholder approval requirement. | S | Y | For | Against |
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| Approve shareholder proposal, if properly presented, to recommend feasibility report on suppliers' controlled-atmosphere killing of chickens. | S | Y | Against | For |
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| Approve shareholder proposal, if properly presented, to recommend shareholder approval of severance agreements. | S | Y | For | Against |
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MMC | 571748102 | Marsh & Mc Lennan Cos., Inc. | 03/21/05 | 05/19/05 | Election of Directors. | M | Y | For all except 02 | Against |
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| Ratification of selection of independent registered public accounting firm. | M | Y | For | For |
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| Proposal to approve the amendment of MMC's equity compensation plans to permit an exchange of certain options. | M | Y | For | For |
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| Stockholder Proposal: CEO compensation. | S | Y | Against | For |
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| Stockholder Proposal: Stock Option Policy. | S | Y | For | Against |
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| Stockholder Proposal: Director election voting standard. | S | Y | For | Against |
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JPM | 46625H100 | JP Morgan Chase & Co. | 03/22/05 | 05/17/05 | Election of Directors. | M | Y | For | For |
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| Appointment of independent registered public accounting firm. | M | Y | For | For |
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| Approval of 2005 long-term Incentive Plan. | M | Y | Against | Against |
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| Director term limits. | M | Y | Against | For |
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| Separation of Chairman and CEO. | M | Y | For | Against |
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| Competitive pay. | M | Y | Against | For |
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| Recoup unearned management bonuses. | M | Y | For | Against |
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MWD | 617446448 | Morgan Stanley | 01/14/05 | 03/15/05 | Election of Directors. | M | Y | For | For |
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| To ratify the appointment of Deloitte & Touche, LLP as independent auditors. | M | Y | For | For |
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| To amend the Certificate of Incorporation to institute annual election of Directors. | M | Y | For | For |
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| Shareholder proposal to limit CEO compensation. | S | Y | Against | For |
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MOT | 620076109 | Motorola, Inc. | 03/04/05 | 05/02/05 | Election of Directors. | M | Y | For | For |
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| Shareholder Proposal Re: Non-deductible executive compensation. | S | Y | Against | For |
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| Shareholder Proposal Re: Director election by majority vote. | S | Y | For | Against |
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NSC | 655844108 | Norfolk Southern Corp. | 03/07/05 | 05/12/05 | Election of Directors. | M | Y | For | For |
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|
| Ratification of the appointment of KPMG, LLP, independent reistered public accounting firm, as auditors. | M | Y | For | For |
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| Approval of the Norfolk Southern Corporation's long-term incentive plan, as amended. | M | Y | For | For |
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| Approval of the Norfolk Southern Corporation's executive management incentive plan, as amended. | M | Y | For | For |
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NFB | 659424105 | North Fork Bancorporation, Inc. | 03/04/05 | 05/03/05 | Election of Directors. | M | Y | For | For |
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|
| Amendment of certificate of incorporation to increase authorized shares of common stock from 500 million shares to 1 billion shares. | M | Y | For | For |
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| Ratification of KPMG, LLP as the company's independent auditor for fiscal year 2005. | M | Y | For | For |
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PFE | 717081103 | Pfizer, Inc. | 03/02/05 | 04/28/05 | Election of Directors. | M | Y | For | For |
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| A proposal to ratify the appointment of KPMG, LLP as independent registered public accounting firm for 2005. | M | Y | For | For |
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| Shareholder proposal relating to term limits for directors. | S | Y | Against | For |
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| Shareholder proposal requesting a report on increasing access to Pfizer products. | S | Y | Against | For |
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| Shareholder proposal relating to importation of prescription drugs. | S | Y | Against | For |
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| Shareholder proposal relating to political contributions. | S | Y | Against | For |
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| Shareholder proposal relating to product availability in Canada. | S | Y | Against | For |
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| Shareholder proposal relating to the separation of the roles of Chairman and CEO and access to pharmaceutical products. | S | Y | For | Against |
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SWY | 786514208 | Safeway, Inc. | 03/28/05 | 05/25/05 | Election of Directors. | M | Y | For | For |
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|
|
| Appointment of Deloitte & Touche, LLP as independent auditors for fiscal year 2005. | M | Y | For | For |
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| Stockholder proposal requesting cumulative voting. | S | Y | For | Against |
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| Stockholder proposal requesting the sale of Safeway, Inc. to the highest bidder. | S | Y | Against | For |
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| Stockholder proposal requesting an independent director as chairman of the board. | S | Y | For | Against |
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| Stockholder proposal requesting that the company issue an annual sustainability report. | S | Y | Against | For |
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| Stockholder proposal requesting that 50 percent of each director's compensation be paid in restricted stock. | S | Y | Against | For |
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| Stockholder proposal requesting majority vote for election of directors. | S | Y | For | Against |
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| Stockholder proposal requesting independent board committees. | S | Y | Against | For |
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| Stockholder proposal requesting an office of the board of directors. | S | Y | Against | For |
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SHW | 824348106 | Sherwin-Williams Co. | 02/28/05 | 04/20/05 | Election of Directors. | M | Y | For | For |
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|
|
| Ratification of appointment of independent registered public accounting firm. | M | Y | For | For |
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STT | 857477103 | State Street Corp. | 02/25/05 | 04/20/05 | Election of Directors. | M | Y | For | For |
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|
|
| To ratify the selection of Ernst & Young, LLP as the company's independent registered public accounting firm for 2005. | M | Y | For | For |
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STI | 867914103 | SunTrust Banks, Inc. | 02/28/05 | 04/19/05 | Election of Directors. | M | Y | For | For |
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|
|
| Proposal to ratify the appointment of PriceWaterhouseCoopers, LLP as independent auditors for 2005. | M | Y | For | For |
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| Proposal to approve the material terms of the performance goals for the Suntrust Banks, Inc. management incentive plan. | M | Y | For | For |
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| Proposal to approve the material terms of the performance goals for the Suntrust Banks, Inc. performance unit plan. | M | Y | For | For |
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TXN | 882508104 | Texas Instruments, Inc. | 02/22/05 | 04/21/05 | Election of Directors. | M | Y | For | For |
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|
|
| Board proposal to ratify the appointment of Ernst & Young, LLP as the company's independent registered public accounting firm for 2005. | M | Y | For | For |
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|
| Board proposal to approve the TI employees 2005 stock purchase plan. | M | Y | For | For |
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|
| Board proposal to reapprove the material terms of the performance goals under the Texas Instruments, Inc. 2000 long-term incentive plan. | M | Y | For | For |
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TJX | 872540109 | The TJX Companies, Inc. | 04/18/05 | 06/07/05 | Election of Directors. | M | Y | For | For |
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|
|
|
| Ratification of appointment of PriceWaterhouseCoopers, LLP. | M | Y | For | For |
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|
|
| Amendment to Certificate of Incorporation to declassify Board of Directors. | M | Y | For | For |
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|
| Shareholder proposal regarding ILO standards Code of Conduct and independent monitoring. | S | Y | Against | For |
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|
| Shareholder proposal regarding board report on Vendor Compliance Program. | S | Y | Against | For |
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|
| Shareholder proposal regarding election of Directors by majority vote. | S | Y | For | Against |
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|
TM | 892331307 | Toyota Motor Corp. | 03/30/05 | 06/23/05 | Approval of proposed appropriation of retained earnings for the 101st term. | M | Y | For | Mgmt. did not recommend |
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|
|
| Election of 26 Directors. | M | Y | For | Mgmt. did not recommend |
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| Election of 1 corporate auditor. | M | Y | For | Mgmt. did not recommend |
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| Issue of stock acquisition rights without consideration to directors, managing officers and employees, etc., of Toyota Motor Corp. and its affiliates. | M | Y | For | Mgmt. did not recommend |
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| Repurchase of shares. | M | Y | For | Mgmt. did not recommend |
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| Award of bonus payments to retiring directors. | M | Y | For | Mgmt. did not recommend |
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| Amendment of the articles of incorporation (part 1) (disclosure of individual remuneration and bonus payments upon retirement, etc. of each dirctor to the shareholders). | M | Y | For | Mgmt. did not recommend |
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| Amendment of the articles of incorporation (part 2) (disclosure of political contributions). | M | Y | For | Mgmt. did not recommend |
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RIG | G90078109 | Transocean, Inc. | 03/17/05 | 05/12/05 | Election of Directors. | M | Y | For | For |
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| Approval of the amendment of our Employee Stock Purchase Plan to increase the number of ordinary shares reserved for issuance under the plan from 2,500,000 to 3,500,000. | M | Y | For | For |
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| Approval of the appointment of Ernst & Young, LLP to serve as our independent registered public accounting firm. | M | Y | For | For |
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TYC | 902124106 | Tyco International, Ltd. | 01/10/05 | 03/10/05 | Election of Directors. | M | Y | For | For |
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| Re-appointment of Deloitte & Touche, LLP as Tyco's independent auditors and authorization for the audit committee of the board of directors to set the auditors' remuneration. | M | Y | For | For |
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USB | 902973304 | U.S. Bancorp | 02/28/05 | 04/19/05 | Election of Directors. | M | Y | For all except 01,04 | Against |
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| Ratify selection of Ernst & Young, LLP as independent auditor for the 2005 fiscal year. | M | Y | For | For |
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| Amend certificate of incorporation to eliminate super-majority voting. | M | Y | For | For |
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| Shareholder proposal - performance vesting shares. | S | Y | For | Against |
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| Shareholder proposal - prohibition on tax and non-audit work by independent auditors. | S | Y | Against | For |
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UNP | 907818108 | Union Pacific Corp. | 02/25/05 | 05/05/05 | Election of Directors. | M | Y | For | For |
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| Adopt the Union Pacific Corp. executive incentive plan. | M | Y | For | For |
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| Ratify appointment of Deloitte & Touche as independent auditors. | M | Y | For | For |
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| Shareholder proposal regarding a restricted share grant program. | S | Y | Against | For |
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VOD | 92857W100 | Vodafone Group, PLC | 06/11/04 | 07/27/04 | To receive the report of the directors and financial statements. | M | Y | For | Mgmt. did not recommend |
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| To approve the remuneration report. | M | Y | For | Mgmt. did not recommend |
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| To re-elect Peter Bamford as a director. | M | Y | For | Mgmt. did not recommend |
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| To re-elect Julian Horn-Smith as a director. | M | Y | For | Mgmt. did not recommend |
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| To re-elect Sir David Scholey as a director. | M | Y | For | Mgmt. did not recommend |
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| To elect Luc Vandevelde as a director. | M | Y | For | Mgmt. did not recommend |
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| To approve a final dividend of 1.07800 pence per ordinary share. | M | Y | For | Mgmt. did not recommend |
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| To re-appoint Deloitte & Touche, LLP as auditors. | M | Y | For | Mgmt. did not recommend |
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| To authorize the audit committee to determine the auditors' remuneration. | M | Y | For | Mgmt. did not recommend |
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| To authorize donations under the political parties, elections and Referendums Act 2000. | M | Y | For | Mgmt. did not recommend |
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| To renew authority to allot shares under Article 16.2 of the Company's Articles of Association. | M | Y | For | Mgmt. did not recommend |
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| To renew authority to disapply pre-emption rights under Article 16.3 of the Company's Articles of Association. | M | Y | For | Mgmt. did not recommend |
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| To authorize the Company's purchase of its own shares. | M | Y | For | Mgmt. did not recommend |
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| To authorize the Company's pruchase of its own shares pursuant to contingent purchase contracts and off-market purchases. | M | N | Abstain | Mgmt. did not recommend |
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SMALL-CAP FUND |
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AG | 001084102 | AGCO Corp. | 03/11/05 | 04/21/05 | Election of Directors. | M | Y | For | For |
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AAI | 00949P108 | Airtran Holdings, Inc. | 03/31/05 | 05/17/05 | Election of Directors. | M | Y | For | For |
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| To amend the Company's 2002 long-term incentive compensation plan. | M | Y | For | For |
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ANDW | 034425108 | Andrew Corp. | 12/10/04 | 02/08/05 | Election of Directors. | M | Y | For | For |
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| To approve the adoption of a new management incentive plan. | M | Y | For | For |
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| To approve the adoption of a new long-term incentive plan. | M | Y | For | For |
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| To ratify the appointment of Ernst & Young as independent public auditors for fiscal year 2005. | M | Y | For | For |
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| In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. | M | Y | Against | Against |
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ADRX | 034553107 | Andrx Corp. | 03/30/05 | 05/20/05 | Election of Directors. | M | Y | For | For |
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| To ratify the selection of Ernst & Young, LLP as the independent registered public accounting firm for Andrx Corporation for the fiscal year ending December 31, 2005. | M | Y | For | For |
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ARDNA | 039762109 | Arden Group, Inc. | 05/04/05 | 06/22/05 | Election of Directors. | M | Y | For | For |
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| The proposal to ratify the selection of PriceWaterhouseCoopers as an independent registered public accounting firm of the Company. | M | Y | For | For |
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VOXX | 050757103 | Audiovox Corp. | 03/28/05 | 05/19/05 | Election of Directors. | M | Y | For | For |
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| To ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2005. | M | Y | For | For |
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BKUNA | 06652B103 | BankUnited Financial Corp. | 12/03/04 | 01/24/05 | Election of Directors. | M | Y | For | For |
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BKS | 067774109 | Barnes & Noble, Inc. | 04/08/05 | 06/01/05 | Election of Directors. | M | Y | For | For |
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| Ratification of the appointment of BDO Seidman, LLP, as the independent certified public accountants of the Company for the fiscal year ending January 28, 2006. | M | Y | For | For |
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BWS | 115736100 | Brown Shoe Co., Inc. | 04/04/05 | 05/26/05 | Election of Directors. | M | Y | For | For |
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|
| Approval of amendments to incentive and stock compensation plan of 2002. | M | Y | Against | Against |
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ELY | 131193104 | Callaway Golf Co. | 03/24/05 | 05/24/05 | Election of Directors. | M | Y | For | For |
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|
| Ratification of Deloitte & Touche, LLP as the Company's independent registered public accounting firm. | M | Y | For | For |
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CATY | 149150104 | Cathay General Bancorp | 03/17/05 | 05/09/05 | Election of Directors. | M | Y | For | For |
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| To approve the Cathay General Bancorp 2005 incentive plan. | M | Y | For | For |
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CPF | 154760102 | Central Pacific Financial Corp. | 02/28/05 | 04/26/05 | Election of Directors. | M | Y | For | For |
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|
| Ratification of the appointment of independent registered public accounting firm. To ratify the appointment of KPMG, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2005. | M | Y | For | For |
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|
| Approval of amendment to restated Articles of Incorporation of Central Pacific Financial Corp. To approve an amendment to the restated Articles of Incorporation of Central Pacific Financial Corp. To add a new article IX regarding limitation of liability | M | Y | For | For |
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CDL | 17285T106 | Citadel Broadcasting Corp. | 03/29/05 | 05/24/05 | Election of Directors. | M | Y | For | For |
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|
| To approve the amendment and restatement of the Citadel Broadcasting's 2002 long-term Incentive Plan to (1) increase the number of shares of common stock available for issuance by 5,000,000 shares, (2) limit the availability of certain types of awards and (3) make certain technical changes to the Plan in compliance with the new section 409-A | M | Y | For | For |
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| To ratify the appointment of Deloitte & Touche, LLP as the Company's independent accountants for the fiscal year ending December 31, 2005. | M | Y | For | For |
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| To provide Farid Suleman and Randy L. Taylor with discretionary authority to act upon such other matters as may properly come before the meeting. | M | Y | Against | Against |
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CDE | 192108108 | Coeur d'Alene Mines Corp. | 03/24/05 | 05/10/05 | Election of Directors. | M | Y | For | For |
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|
| Proposal regarding approval of 2005 non-employee Directors' equity incentive plan and authorization of issuance of 500,000 shares thereunder. | M | Y | For | For |
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CMTL | 205826209 | Comtech Telecommunications Corp. | 10/08/04 | 12/7/2004 | Election of Directors. | M | Yes | For | For |
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|
|
| Approval of amendment to the Company's 2000 stock incentive plan. | M | Yes | For | For |
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| Ratification of selection of KPMG, LLP as auditors. | M | Yes | For | For |
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CYMI | 232572107 | Cymer, Inc. | 03/31/05 | 05/19/05 | Election of Directors. | M | Y | For | For |
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|
| To approve Cymer, Inc.'s 2005 equity incentive plan. | M | Y | For | For |
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|
| To ratify the selection of KPMG, LLP as the independent registered public accounting firm of Cymer, Inc. for its fiscal year ending December 31, 2005. | M | Y | For | For |
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EME | 29084Q100 | EMCOR Group, Inc. | 04/20/05 | 06/16/05 | Election of Directors. | M | Y | For | For |
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|
| Approval of 2005 management stock incentive plan. | M | Y | For | For |
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|
| Approval of 2005 stock plan for Directors. | M | Y | For | For |
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|
| Appointment of Ernst & Young, LLP as independent auditors. | M | Y | For | For |
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FCBP | 31983B101 | First Community Bancorp | 04/12/05 | 05/25/05 | Election of Directors. | M | Y | For | For |
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|
| To transact any other business as may properly come before the meeting and at any postponements or adjournments thereof. | M | Y | Against | Against |
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FBC | 337930101 | Flagstar Bancorp, Inc. | 03/28/05 | 05/27/05 | Election of Directors. | M | Y | For | For |
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|
|
| To amend the restated Articles of Incorporation to allow an increase in the number of authorized shares common stock from 80 million shares to 150 million shares, and authorized shares of preferred stock, from 10 million shares to 25 million shares. | M | Y | For | For |
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|
| To amend the restated Articles of Incorporation to allow an increase in the number of Directors from 11 to 15. | M | Y | For | For |
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|
| To amend the option plan to allow an increase in the number of allocated shares. | M | Y | For | For |
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|
| To set the maximum number of incentive option shares available for issuance under the option plan. | M | Y | For | For |
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|
| To amend the stock incentive plan to allow an increase in the number of allocated shares. | M | Y | For | For |
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|
| To ratify the incentive compensation plan. | M | Y | For | For |
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FST | 346091705 | Forest Oil Corp. | 03/14/05 | 05/10/05 | Election of Directors. | M | Y | For | For |
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|
|
| Proposal to approve an additional 175,000 shares for issuance under the 1999 employee stock purchase plan. | M | Y | For | For |
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|
|
| Proposal to ratify the appointment of KPMG, LLP as independent auditors for the year ending December 31, 2005. | M | Y | For | For |
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GTN | 389375106 | Gray Television, Inc. | 04/01/05 | 05/04/05 | Election of Directors. | M | Y | For | For |
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GMRK | 402629109 | Gulfmark Offshore, Inc. | 04/20/05 | 05/19/05 | Election of Directors. | M | Y | For | For |
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|
|
| To approve the Gulfmark Offshore, Inc. 2005 non-employee Director share incentive plan. | M | Y | For | For |
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|
|
| To ratify the selection of Ernst & Young, LLP as the Company's independent accountants for the fiscal year ending December 31, 2005. | M | Y | For | For |
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HGIC | 412824104 | Harleysville Group, Inc. | 03/02/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
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|
|
| Approval of Directors' deferred stock unit plan. | M | Y | For | For |
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|
|
| Approval of amended and restated long-term incentive plan. | M | Y | For | For |
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HPC | 427056106 | Hercules, Inc. | 04/18/05 | 06/16/05 | Election of Directors. | M | Y | For | For |
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|
|
| Ratification of BDO Seidman, LLP as independent registered public accountants for 2005. | M | Y | For | For |
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HIBB | 428565105 | Hibbett Sporting Goods, Inc. | 04/04/05 | 05/31/05 | Election of Directors. | M | Y | For | For |
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|
|
| To adopt the Hibbett Sporting Goods, Inc. 2005 employee stock purchase plan as more fully set out under "Proposal No. 2." | M | Y | For | For |
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|
| To adopt the Hibbett Sporting Goods, Inc. 2005 Director deferred compensation plan as more fully set out under "Proposal No. 3." | M | Y | For | For |
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|
| To adopt the Hibbett Sporting Goods, Inc. 2005 equity incentive plan as more fully set out under "Proposal No. 4." | M | Y | For | For |
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JJSF | 466032109 | J & J Snack Foods Corp. | 12/13/04 | 02/10/05 | Election of Directors. | M | Y | For | For |
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|
|
| Approval of amendment to stock option plan. | M | Y | For | For |
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|
JJZ | 469865109 | Jacuzzi Brands, Inc. | 12/23/04 | 02/10/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| Ratify appointment of Ernst & Young, LLP as independent registered public accounting firm for fiscal 2005. | M | Y | For | For |
|
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|
|
| Proposal I: Approval of the 2005 annual performance incentive plan. | M | Y | For | For |
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|
JDAS | 46612K108 | JDA Software Group, Inc. | 03/31/05 | 05/16/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| Approve adoption of the JDA Software Group, Inc. 2005 performance incentive plan. | M | Y | For | For |
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|
|
KSWS | 482686102 | K-Swiss, Inc. | 03/29/05 | 05/19/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| Ratification of the appointment of Grant Thornton, LLP as the independent auditor for the year ended December 31, 2005. | M | Y | For | For |
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|
MOVI | 624581104 | Movie Gallery, Inc. | 04/18/05 | 06/09/05 | Election of Directors. | M | Yes | For | For |
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|
|
|
| Proposal to amend the Company's 2003 stock plan to reserve an additional 3,500,000 shares under the plan. | M | Yes | For | For |
|
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|
|
| Proposal to ratify the appointment of the Company's independent registered public accounting firm. | M | Yes | For | For |
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|
NTE | 629865205 | Nam Tai Electronics, Inc. | 04/22/05 | 06/06/05 | Election of Directors. | M | Yes | For | For |
|
|
|
|
| Approval of the selection of Deloitte Touche Tohmatsu as independent accountants of the Company for the year ending December 31, 2005. | M | Yes | For | For |
|
|
|
|
| Approve the amendments to the Company's 2001 Stock Option Plan in the manner set forth in Exhibit "A" attached with the notice of Annual Meeting of Shareholders dated May 3, 2005. | M | Yes | For | For |
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|
NMG A | 640204202 | Neiman Marcus Group, Inc. | 11/17/04 | 01/14/05 | Approval of the appointment of Deloitte & Touche, LLP as the independent auditors of the Company for the current fiscal year. | M | Yes | For | For |
|
|
|
|
| Approval of the Neiman Marcus Group, Inc. 2005 stock incentive plan. | M | Yes | For | For |
|
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|
|
| Approval of shareholder proposal concerning cumulative voting. | S | Yes | Against | For |
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|
NUS | 67018T105 | Nu Skin Enterprises, Inc. | 03/29/05 | 05/10/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| To ratify the selection of PriceWaterhouseCoopers, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2005. | M | Y | For | For |
|
|
|
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|
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|
|
OKE | 682680103 | Oneok, Inc. | 03/23/05 | 05/19/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| To approve the Oneok, Inc. equity compensation plan. | M | Y | For | For |
|
|
|
|
| To approve an amendment to the Oneok, Inc. employee stock purchase plan. | M | Y | For | For |
|
|
|
|
| To ratify the selection of KPMG, LLP as independent auditor of the Corporation for the 2005 fiscal year. | M | Y | For | For |
|
|
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|
|
OTTR | 689648103 | Otter Tail Corp. | 02/15/05 | 04/11/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| Ratification of Deloitte & Touche, LLP as our independent registered public accounting firm. | M | Y | For | For |
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|
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|
GLT | 377316104 | P.H. Glatfelter Co. | 03/02/05 | 04/27/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| Approval of Company's proposed 2005 Management incentive plan, as described in summary in the accompanying Proxy statement and included as Appendix C to the Proxy statement. | M | Y | For | For |
|
|
|
|
| Approval of Company's proposed 2005 long-term incentive plan, as described in summary in the accompanying Proxy statement and included as Appendix B to the Proxy statement. | M | Y | For | For |
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|
PLAB | 719405102 | Photronics, Inc. | 02/10/05 | 03/22/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| To ratify the selection of Deloitte & Touche, LLP as independent registered public accounting firm for the fiscal year ending October 30, 2005. | M | Y | For | For |
|
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|
PYX | 72813P100 | Playtex Products, Inc. | 03/24/05 | 05/16/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| The ratification of the selection of KPMG, LLP as the Company's independent registered public accounting firm for the fiscal year 2005. | M | Y | For | For |
|
|
|
|
| Approval of the Company's incentive bonus plan. | M | Y | For | For |
|
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|
|
| Approval of the Company's stock award plan. | M | Y | Against | Against |
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|
POP | 732827100 | Pope & Talbot, Inc. | 03/17/05 | 05/05/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| The proposal to amend the Company's restated Certificate of Incorporation to increase the number of authorized shares of common stock from 20 million to 30 million. | M | Y | For | For |
|
|
|
|
| The proposal to approve amendments of the Company's Employee Stock Option plan to authorize 750,000 additional shares of common stock for issuance under the plan, to re-name the Plan, and to make certain other amendments to the Plan. | M | Y | Against | Against |
|
|
|
|
| The proposal to ratify the selection of KPMG, LLP to continue as the Company's independent registered public accounting firm for the year 2005. | M | Y | For | For |
|
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|
|
QLGC | 747277101 | Q-Logic Corp. | 07/02/04 | 08/24/04 | Election of Directors. | M | Y | For | For |
|
|
|
|
| Ratification of appointment of KPMG, LLP as independent auditors. | M | Y | For | For |
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|
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|
|
ZQK | 74838C106 | Quiksilver, Inc. | 02/04/05 | 03/24/05 | Election of Directors. | M | Y | For all except 07 | Against |
|
|
|
|
| Approval of the amendment of the Company's 2000 Stock Incentive Plan described in the accompanying Proxy Statement. | M | Y | For | For |
|
|
|
|
| Approval of the Company's annual Incentive Plan described in the accompanying Proxy Statement. | M | Y | For | For |
|
|
|
|
| Approval of the amendment of the Company's restated Certificate of Incorporation as described in the accompanying Proxy Statement. | M | Y | For | For |
|
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|
|
ROG | 775133101 | Rogers Corp. | 03/03/05 | 04/28/05 | Election of Directors. | M | Y | For | For |
|
|
|
|
| To approve the Rogers Corp. 2005 equity compensation plan. | M | Y | For | For |
|
|
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| To ratify the appointment of Ernst & Young, LLP as Rogers Corporation's independent registered public accounting firm for the fiscal year ending January 1, 2006. | M | Y | For | For |
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RDC | 779382100 | Rowan Companies, Inc. | 02/28/05 | 04/22/05 | Election of Directors. | M | Y | For | For |
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| The approval of the 2005 Rowan Companies, Inc. long-term Incentive Plan. | M | Y | For | For |
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SMG | 810186106 | The Scotts Co. | 12/01/04 | 01/27/05 | Election of Directors. | M | Yes | For | For |
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| Approval of the The Scotts Company employee stock purchase plan. | M | Yes | For | For |
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| Approval and adoption of the restructuring of the Scotts' corporate structure into a holding company by merging Scotts into a newly-created, wholly-owned, second-tier limited liability company subsidiary pursuant to the agreement and plan of merger attached to the proxy statement/prospectus and adoption of the agreement and plan of merger. | M | Yes | For | For |
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SHRP | 820013100 | Sharper Image Corp. | 04/11/05 | 06/06/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the selection of Deloitte & Touche, LLP as the Company's independent registered accounting firm. | M | Y | For | For |
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SEH | 847220209 | Spartech Corp. | 01/10/05 | 03/09/05 | Election of Directors. | M | Y | For | For |
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| Ratify independent auditors. | M | Y | For | For |
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SLNK | 847580107 | SpectraLink Corp. | 04/25/05 | 06/21/05 | Election of Directors. | M | Y | For | For |
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| Proposal to ratify the selection of KPMG, LLP as its independent registered public accounting firm. | M | Y | For | For |
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SSNC | 85227Q100 | SS & C Technologies, Inc. | 04/15/05 | 05/26/05 | Election of Directors. | M | Y | For | For |
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STE | 859152100 | Steris Corp. | 06/14/04 | 07/28/04 | Election of Directors. | M | Yes | For | For |
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| Amendments to existing amended and restated regulations relating to declassification of the Board of Directors and to change the minimum and maximum number of directors. | M | Yes | For | For |
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| Amendments to existing amended and restated regulations to modernize the same to take advantage of recent changes to Ohio corporation law and to effect the other changes included therein. | M | Yes | For | For |
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| Shareholder proposal requesting an engagement process for shareholder proposal proponents. | S | Yes | Against | For |
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SBIB | 858907108 | Sterling Bancshares, Inc. | 02/24/05 | 04/25/05 | Election of Directors. | M | Yes | For | For |
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| Proposal to ratify the appointment of Deloitte & Touche, LLP as the Company's registered independent public accounting firm for the fiscal year ending December 31, 2005 | M | Yes | For | For |
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SUSQ | 869099101 | Susquehanna Bancshares, Inc. | 04/01/05 | 05/17/05 | Election of Directors. | M | Y | For | For |
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| To approve Susquehanna Bancshares, Inc.'s 2005 equity compensation plan. | M | Y | For | For |
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SY | 871130100 | Sybase, Inc. | 04/01/05 | 05/26/05 | Election of Directors. | M | Y | For | For |
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| Approve amendments to the Sybase, Inc. amended and restated 2003 stock plan, that among other matters, increase the share reserve by 3,000,000 shares. | M | Y | For | For |
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| Approve a 1,600,000 increase in the share reserve of the Sybase, Inc. employee stock purchase plans. | M | Y | For | For |
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| Approve the Executive Leadership Team incentive plan. | M | Y | For | For |
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| Ratification of Ernst & Young, LLP as independent registered public accounting firm for 2005. | M | Y | For | For |
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TLB | 874161102 | The Talbots, Inc. | 04/07/05 | 05/26/05 | Election of Directors. | M | Y | For all except: 01,03,04,06,07 and 08 | Against |
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| To approve a ten-year extension and other modifications to the restated Directors stock plan. | M | Y | Against | Against |
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| To ratify the appointment of Deloitte & Touche, LLP as independent registered public accountants for the 2005 fiscal year. | M | Y | For | For |
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TDW | 886423102 | Tidewater, Inc. | 05/26/04 | 07/15/04 | Election of Directors. | M | Yes | For | For |
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| Ratification of the selection of Deloitte & Touche, LLP as independent auditors. | M | Yes | For | For |
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| Stockholder proposal regarding the declassification of the Board of Directors and the annual election of all Directors. | S | Yes | Against | For |
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TKR | 887389104 | The Timken Co. | 02/18/05 | 04/19/05 | Election of Directors. | M | Yes | For | For |
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| Approval of the Timken Company's Senior Executive Management Performance Plan, as amended and restated as of February 1, 2005. | M | Yes | For | For |
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TG | 894650100 | Tredegar Corp. | 03/07/05 | 04/28/05 | Election of Directors. | M | Y | For | For |
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| Ratification of the appointment of PriceWaterhouseCoopers, LLP as independent registered public accounting firm for Tredegar Corp. for the fiscal year ending December 31, 2005. | M | Y | For | For |
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TGIC | 895925105 | Triad Guaranty, Inc. | 04/01/05 | 05/19/05 | Election of Directors. | M | Y | For | For |
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VSH | 928298108 | Vishay Intertechnology, Inc. | 04/01/05 | 05/10/05 | Election of Directors. | M | Y | For | For |
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| To ratify the appointment of Ernst & Young, LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2005. | M | Y | For | For |
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WMK | 948849104 | Weis Markets, Inc. | 02/18/05 | 04/05/05 | Election of Directors. | M | Y | For | For |
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| Proposal to approve Grant Thornton, LLP as the independent registered public accounting firm of the Corporation for the current fiscal year. | M | Y | For | For |
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Dean International Fund |
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| Shareholder | Description of the | Matter Proposed By: | Vote: |
| Fund Cast its Vote |
Ticker & Exch Code | Sedol | Name | Meeting | Matter Voted On | Mgt (M) | Yes (Y) or | For, Against, | For Management or |
|
|
| Date |
| S/H (S) | No (N) | Abstain, or Take no action | Against Management |
dg fp | 4818083 | Vinci | 28-Apr-05 | Ordinary Business 1 Accept Consolidated Financial Statements and Statutory Reports 2 Approve Financial Statements and Discharge Directors | M |
| TNA | N/A |
uob sp | 6916781 | United Overseas Bank | 24-Jun-05 | 1 Approve Distribution of Between a Minimum of 153.7 Million and a Maximum of 153.8 Million Ordinary Shares in the Capital of United Overseas Land Ltd. Held by United Overseas Bank Ltd. by Way of a Dividend in Specie | M |
| VF | VIF of Management |
uob sp | 6916781 | United Overseas Bank | 27-Apr-05 | 1 Authorize Share Repurchase Program | M |
| VF | VIF of Management |
uob sp | 6916781 | United Overseas Bank | 27-Apr-05 | 1 Adopt Financial Statements and Directors' and Auditors' Reports for the Year Ended December 31, 2004 | M |
| VF | VIF of Management |
uc im | 4232445 | Unicredito Italiano SpA | 30-Apr-05 | Ordinary Business | M |
| TNA | N/A |
ubsn vx | 7126114 | UBS AG | 21-Apr-05 | 1 Accept Financial Statements and Statutory Reports 2 Approve Allocation of Income and Dividends of CHF 3.00 per Share 3 Approve Discharge of Board and Senior Management 4.1.1 Reelect Marcel Ospel as Director 4.1.2 Reelect Lawrence Weinbach as Director 4.2.1 Elect Marco Suter as Director 4.2.2 Elect Peter Voser as Director 4.3 Ratify Ernst & Young Ltd. as Auditors 5.1 Approve CHF 31.9 Million Reduction in Share Capital via Cancellation of Repurchased Shares 5.2 Authorize Repurchase of Issued Share Capital | M |
| TNA | N/A |
tnt na | 5481558 | TPG NV | 7-Apr-05 | 1 Open Meeting | M |
| TNA | N/A |
fp fp | 4905413 | Total S.A. | 17-May-05 | Ordinary Business | M |
| TNA | N/A |
tsco ln | 884709 | Tesco Plc | 24-Jun-05 | 1 Accept Financial Statements and Statutory Reports 2 Approve Remuneration Report 3 Approve Final Dividend of 5.27 Pence Per Ordinary Share 4 Re-elect Rodney Chase as Director 5 Re-elect Sir Terry Leahy as Director 6 Re-elect Tim Mason as Director 7 Re-elect David Potts as Director 8 Elect Karen Cook as Director 9 Elect Carolyn McCall as Director 10 Reappoint PricewaterhouseCooopers LLP as Auditors of the Company 12 Approve Increase in Authorised Capital from GBP 530,000,000 to GBP 535,000,000 13 Approve Scrip Dividend Program 14 Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 129,200,000 15 Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,470,000 16 Authorise 778,700,000 Ordinary Shares for Market Purchase 17 Authorise the Company to Make EU Political Organisation Donations up to GBP 100,000 and to Incur EU Political Expenditure up to GBP 100,000 18 Authorise Tesco Stores Ltd. to Make EU Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000 19 Authorise Tesco Ireland Ltd. to Make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 20 Authorise Tesco Vin Plus S.A. to Make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 21 Authorise Tesco Stores CR a.s. to Make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 22 Authorise Tesco Stores SR a.s. to Make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 23 Authorise Tesco Global Rt to Make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 24 Authorise Tesco Polska Sp z.o.o. to Make EU Political Organisation Donations up to GBP 25,000 and Incur EU Political Expenditure up to GBP 25,000 | M |
| VF | VIF of Management |
gle fp | 5966516 | Societe Generale | 9-May-05 | Ordinary Business | M |
| TNA | N/A |
sn/ ln | 922320 | Smith & Nephew PLC | 5-May-05 | 1 Accept Financial Statements and Statutory Reports 2 Approve Final Dividend of 3.2 Pence Per Share 3 Approve Remuneration Report 4 Re-elect John Buchanan as Director 5 Re-elect Brian Larcombe as Director 6 Re-elect Pamela Kirby as Director 7 Reappoint Ernst & Young LLP as Auditors of the Company 8 Authorise Board to Fix Remuneration of the Auditors 9 Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 32,717,742 10 Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,728,869 11 Authorise 93,745,121 Ordinary Shares for Market Purchase | M |
| VF | VIF of Management |
ssa li | B05N809 | Sistema AFK | 30-Jun-05 | Meeting for Holders of ADR's | M |
| VF | VIF of Management |
ssa li | B05N809 | Sistema AFK | 29-Apr-05 | Meeting for Holders of ADR's | M |
| VF 1-3, VA 4 | VIF of Management 1-3, VA Management 4 |
spost sp | 6609478 | SINGAPORE POST LTD | 30-Jun-05 | 1 Approve Mandate for Transactions with Related Parties | M |
| VF | VF Management |
spost sp | 6609478 | SINGAPORE POST LTD | 30-Jun-05 | 1 Adopt Financial Statements and Directors' and Auditors' Reports 2 Declare Final Dividend of SGD 0.027 Per Share 3 Reelect Tommie Goh Thiam Poh as Director 4 Reelect Lee Hsien Yang as Director 5 Reelect Phua Kok Kim as Director 6 Reelect Lau Boon Tuan as Director 7 Reelect Tan Yam Pin as Director 8 Approve Directors' Fees of SGD 323,066 for the Year Ended Mar. 31, 2005 (2004: SGD 342,012) 9 Appoint Auditors and Authorize Board to Fix Their Remuneration 10 Approve Issuance of Shares without Preemptive Rights 11 Approve Issuance of Shares and Grant of Options Pursuant to the Singapore Post Share Option Scheme | M |
| VF | VF Management |
1803 jp | 6804400 | Shimizu Corp | 29-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 2.50, Final JY 2.50, Special JY 0 | M |
| VF | VIF of Management |
shel ln | 803414 | Shell Transport And Trading Company Plc | 28-Jun-05 | 1 Accept Financial Statements and Statutory Reports | M |
| VF 1,4-5,7,8,11 VA 2,9,10, VAB 3,6 | VIF of Management 1,4-5,7,8,11, VA Management 2,9,10, Abstain 3,6 |
shel ln | 803414 | Shell Transport And Trading Company Plc | 28-Jun-05 | 1 Approve Reduction in Capital by Cancelling and Extinguishing the First Preference Shares of GBP 1 Each | M |
| VF | VIF of Management |
shel ln | 803414 | Shell Transport And Trading Company Plc | 28-Jun-05 | Court Meeting 1 Approve Scheme of Arrangement | M |
| VF | VIF of Management |
9735 jp | 6791591 | Secom Co. Ltd | 29-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 50, Special JY 0 | M |
| VF | VIF of Management |
san fp | 5671735 | Sanofi-Aventis | 31-May-05 | 1 Approve Financial Statements and Statutory Reports | M |
| TNA | N/A |
rda na | 5202704 | Royal Dutch Petroleum Co | 28-Jun-05 | 1 Receive Annual Report 2 Approve Financial Statements and Statutory Reports 3.A Discuss Reserves and Dividend Policy 3.B Approve Dividends of EUR 1.79 Per Share 4.A Approve Discharge of Managing Directors 4.B Approve Discharge of Supervisory Board 5 Reelect L.R. Ricciardi to Supervisory Board 6 Authorize Repurchase of Up to Ten Percent of Issued Share Capital 7 Approve Share Cancellation 8 Discussion on Corporate Governance 9.A Discussion of Public Exchange Offer Issued by Royal Dutch Shell plc for All Ordinary Shares in Capital of Company (non-voting) 9.B Approve Implementation Agreement 10 Approve Acquisition and Cancellation of All 1,500 Priority Shares and Amend Articles to Change Board Structure into One-Tier Board 11.A Elect A.G. Jacobs as Non-Executive Board Member 11.B Elect Ch. Morin-Postel as Non-Executive Board Member 11.C Elect A.A. Loudon as Non-Executive Board Member 11.D Elect L.R. Ricciardi as Non-Executive Board Member 12 Approve Remuneration Policy for Board of Directors 13 Approve Amended Long-Term Incentive Plan 14 Approve Amended Restricted Share Plan 15 Approve Amended Deferred Bonus Plan | M |
| TNA | N/A |
8574 jp | 6703295 | Promise Co Ltd | 21-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 50, Final JY 50, Special JY 5 | M |
| VF | VIF of Management |
nhy no | 4645805 | Norsk Hydro Asa | 3-May-05 | 1 Approve Financial Statements, Allocation of Income and Dividends of NOK 20 Per Share | M 1-4, S 5 |
| VF 1-4, VA 5 | VIF of Management |
nesn vx | 7123870 | Nestle SA | 14-Apr-05 | Management Proposals 1a Accept Financial Statements and Statutory Reports 1b Accept Consolidated Financial Statements and Statutory Reports 2 Approve Discharge of Board and Senior Management 3 Approve Allocation of Income and Dividends of CHF 8.00 per Share Shareholder Proposals Submitted by Ethos Group 4a Amend Articles of Association to Separate Position of CEO and Chairman of the Board 4b Amend Articles of Association to Reduce Board Terms from Five Years to Three Years; Approve Individual Election of Board Members 4c Amend Articles of Association to Reduce Threshold for Submitting Shareholder Proposals From CHF 1 Million to CHF 100,000 5 Elect Guenter Blobel as Director 6 Ratify KPMG Klynveld Peat Marwick Goerdeler SA as Auditors | M 1-3, 5-6 S 4 |
| TNA | N/A |
6723 jp | 6635677 | NEC ELECTRONICS CORP | 24-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0 | M |
| VF | VIF of Management |
8306 jp | 6335171 | Mitsubishi Tokyo Financial Group Inc | 29-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends on Ordinary Shares: Interim JY 0, Final JY 6000, Special JY 0 | M |
| VF 1-5 VA 6 | VIF of Management 1-5, VA Management 6 |
meo gr | 5041413 | Metro AG | 18-May-05 | 1 Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 1.02 per Common Share and EUR 1.12 per Preference Share 2 Approve Discharge of Management Board for Fiscal 2004 3 Approve Discharge of Supervisory Board for Fiscal 2004 4 Ratify KPMG Deutsche Treuhand-Gesellschaft AG and Fasselt & Partner as Auditors for Fiscal 2005 5 Elect Theo Siegert to the Supervisory Board 6 Authorize Share Repurchase Program and Reissuance of Repurchased Shares 7 Amend Articles Re: Calling of, Registration for, and Time Designation at Shareholder Meetings Due to Proposed Changes in German Law (Law on Company Integrity and Modernization of Shareholder Lawsuits) | M |
| TNA | N/A |
maxis mk | 6530523 | MAXIS COMMUNICATIONS BHD | 23-Jun-05 | 1 Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions with MEASAT Broadcast Network Systems Sdn Bhd, Multimedia Interactive Technologies Sdn Bhd and Airtime Management and Programming Sdn Bhd | M |
| VF | VIF of Management |
maxis mk | 6530523 | MAXIS COMMUNICATIONS BHD | 23-Jun-05 | 1 Approve Final Dividends of MYR 0.10 Per Share Tax Exempt and MYR 0.0833 Per Share Less Malaysian Income Tax at 28 Percent for the Financial Year Ended Dec. 31, 2004 | M |
| VF | VIF of Management |
8628 jp | 6373892 | MATSUI SECURITIES | 26-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 42.58, Special JY 0 2 Amend Articles to: Authorize Public Announcements in Electronic Format 3.1 Elect Director 3.2 Elect Director 3.3 Elect Director 3.4 Elect Director 3.5 Elect Director 3.6 Elect Director 3.7 Elect Director 3.8 Elect Director 4 Appoint Alternate Internal Statutory Auditor | M |
| VF | VIF of Management |
ai fp | 4011406 | L'air Liquide | 11-May-05 | Ordinary Business | M |
| TNA | N/A |
9433 jp | 6248990 | KDDI Corporation | 24-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 2400, Interim Special JY 1000, Final JY 3500 | M |
| VF 1-4 VA 5 | VIF of Management 1-4, VA Management 5 |
kbc bb | 4497749 | KBC Groupe | 28-Apr-05 | Ordinary Business 1 Discuss Consolidated Financial Statements Received by Almanij SA Board 2 Discuss Auditor Reports on Almanij SA Consolidated and Non-Consolidated Financial Statements 3 Accept Almanij SA Consolidated Financial Statements 4 Accept Almanij SA Financial Statements 5 Discuss Consolidated Financial Statements Received by KBC Bancassurance Holding SA Board 6 Discuss Auditor Reports on KBC Bancassurance Holding SA Consolidated and Non-Consolidated Financial Statements 7 Receive KBC Bancassurance Holding SA. Consolidated Financial Statements 9 Approve Allocation of Income and Dividends of EUR 1.84 per Share 10 Approve Discharge of Almanaji SA Directors 11 Approve Discharge of KBC Bancassurance Holding SA Directors 12 Approve Discharge of Almanaji SA Auditors 13 Approve Discharge of KBC Bancassurance Holding SA Auditors 14 Reelect Luc Philips as Director 15 Approve Renumeration of Auditors of EUR 60,000 16 Authorize Repurchase of Up to Ten Percent of Issued Share Capital 17 Discuss Corporate Governance | M |
| TNA | N/A |
2914 jp | 6474535 | Japan Tobacco Inc | 24-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 5000, Final JY 7000, Special JY 1000 | M |
| VF 1-3 VA 4 | VIF of Management 1-3, VA Management 4 |
8953 jp | 6513342 | JAPAN RETAIL FUND INVESTMENT CORP | 24-May-05 | 1 Amend Articles to: Limit Legal Liability of Executive Directors and Supervisory Directors - Amend Investment Objectives Clause | M |
| VF | VIF of Management |
inveb ss | 5679591 | Investor AB | 11-Apr-05 | 1 Elect Chairman of Meeting | M |
| VF | VIF of Management |
inga na | 7154182 | ING Groep NV | 26-Apr-05 | 1 Open Meeting 2a Receive Reports of Executive and Supervisory Boards 2b Discussion on Profit Retention and Distribution Policy 3a Approve Financial Statements and Statutory Reports 3b Approve Allocation of Income and Total Dividends of EUR 1.07 Per Share 4b Approve Discharge of Supervisory Board 5a Discuss and Approve Implementation of Dutch Corporate Governance Code by Company 5b Discuss Executive Board Profile 5c Discuss Supervisory Board Profile 6a Reelect Luella Gross Goldberg to Supervisory Board 6b Reelect Godfried van der Lugt to Supervisory Board 6c Elect Jan Hommen to Supervisory Board 6d Elect Christine Lagarde to Supervisory Board 7 Approve Stock Option and Incentive Stock Grants for Members of Executive Board | M |
| TNA | N/A |
hen3 gr | 5076705 | Henkel KGAA | 18-Apr-05 | 1 Receive Financial Statements and Statutory Reports | M |
| TNA | N/A |
gsk ln | 925288 | GlaxoSmithKline PLC | 25-May-05 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
fte fp | 5176177 | France Telecom SA | 22-Apr-05 | Ordinary Business 1 Approve Financial Statements and Discharge Directors 2 Accept Consolidated Financial Statements and Statutory Reports 3 Approve Allocation of Income and Dividends of EUR 0.48 per Share 4 Approve Accounting Transfers From Long-Term Capital Gains Account to Ordinary Reserve 5 Approve Special Auditors' Report Regarding Related-Party Transactions 6 Elect Didier Lombard as Director 7 Reelect Didier Lombard as Director 8 Reelect Marcel Roulet as Director 9 Reelect Stephane Richard as Director 10 Reelect Arnaud Lagardere as Director 11 Reelect Henri Martre as Director 12 Reelect Bernard Dufau as Director 13 Reelect Jean Simonin as Director 14 Elect Jean-Yves Bassuel as Representative of Employee Shareholders to the Board 15 Elect Bernard Gingreau as Representative of Employee Shareholders to the Board 16 Elect Stephane Tierce as Representative of Employee Shareholders to the Board 19 Authorize Repurchase of Up to Ten Percent of Issued Share Capital 20 Cancel Outstanding Authority to Issue Bonds/Debentures 22 Amend Articles to Reflect the Privatization of the Company 23 Amend Articles to Set Retirement Age of Chairman, CEO, and Other Executive Directors 24 Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 25 Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 26 Authorize Board to Set Issue Price for Ten Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 27 Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Proposed in Items 24 and 25 28 Authorize Capital Increase of Up to EUR 4 Billion for Future Exchange Offers 29 Authorize Capital Increase of Up to Ten Percent of Issued Capital for Future Acquisitions 30 Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities 31 Authorize Capital Increase of Up to EUR 400 Million to Participants of Orange S.A. Stock Option Plan in Connection with France Telecom Liquidity Agreement 32 Approve Restricted Stock Plan for Orange S.A. Option Holders 33 Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 8 Billion 34 Approve Issuance of Securities Convertible into Debt 35 Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in Par Value 36 Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan 37 Approve Reduction in Share Capital via Cancellation of Repurchased Shares | M |
| TNA | N/A |
ebs av | 5289837 | Erste Bank Der Oester Spark | 11-May-05 | 1 Receive Financial Statements and Statutory Reports | M |
| VF 1-8, 10 VA 9 | VIF of Management 1-8, 10 VA Management 9 |
eni im | 7145056 | Eni Spa | 26-May-05 | Annual Meeting Agenda 1 Accept Financial Statements, Consolidated Accounts, and Statutory Reports 3 Authorize Share Repurchase Program 4 Authorize Reissuance of Repurchased Shares To Service Stock Option Plan in Favor of Group Management 5 Fix Number of Directors 6 Set Directors' Term of Office Elect Directors - Elect One of Two Slates (Either Item 7.1 Or Item 7.2) 7.1 Elect Directors - Slate 1 Submitted by the Ministry of Economy and Finance 8 Elect Chairman of the board of Directors 9 Approve Remuneration of Chairman of the Board and of Directors Appoint Internal Statutory Auditors - Elect One of Two Slates (Either Item 10.1 Or Item 10.2) 10.1 Elect Internal Statutory Auditors - Slate 1 Submitted by the Ministry of Economy and Finance 10.2 Elect Internal Statutory Auditors - Slate 1 Submitted by a Group of Institutional Investors (Minority Slate) 11 Appoint Chairman of the Internal Statutory Auditors' Board 12 Approve Remuneration of Chairman of Internal Statutory Auditors' Board and of Primary Internal Statutory Auditors | M |
| TNA | N/A |
enel im | 7144569 | ENEL SpA | 26-May-05 | Ordinary Business | M |
| TNA | N/A |
eurob ga | 5654316 | EFG Eurobank S.A. | 18-Apr-05 | 1 Approve Stock Option Plan for Directors and Employees of the Company and Company Subsidiaries | M |
| TNA | N/A |
eurob ga | 5654316 | EFG Eurobank S.A. | 5-Apr-05 | 1 Approve Financial Statements and Statutory Reports For Fiscal Year Ended December 31, 2004; Approve Allocation of Income 2 Approve Stock Option Plan for Directors and Employees 3 Approve Discharge Of Board and Auditors for Fiscal Year Ended December 31, 2004 4 Approve Auditors for Fiscal Year Ending Dec. 31, 2005 and Authorize Board to Fix Their Remuneration 5 Approve Remuneration of Directors 6 Authorize Share Repurchase Program 7 Authorize Board and Managers of the Company to Participate in Boards and Management of Similar Companies | M |
| TNA | N/A |
dde gr | 5361854 | DIS Deutscher Industrie Service AG | 3-May-05 | 1 Receive Financial Statements and Statutory Reports | M |
| TNA | N/A |
dpb gr | B018CX9 | Deutsche Postbank AG | 19-May-05 | 1 Receive Financial Statements and Statutory Reports 2 Approve Allocation of Income and Dividends of EUR 1.25 per Share | M |
| VF | VIF of Management |
cht us | 2885120 | CHUNGHWA TELECOM | 21-Jun-05 | Meeting for Holders of ADR's | M |
| VF 1-8 VA 9 | VIF of Management 1-8, VA Management 9 |
906 hk | B03PGR0 | CHINA NETCOM GROUP CORP HONGKONG LTD | 20-May-05 | 1 Accept Financial Statements and Statutory Reports 2 Approve Final Dividend 3a Reelect Zhang Chunjiang as Director 3b Reelect Tian Suning as Director | M |
| VF | VIF of Management |
cls gr | 5105182 | Celesio AG | 29-Apr-05 | 1 Receive Financial Statements and Statutory Reports for Fiscal 2004 | M |
| TNA | N/A |
bp/ ln | 798059 | BP plc | 14-Apr-05 | 1 Re-elect David Allen as Director | M |
| VF | VIF of Management |
bnp fp | 7309681 | BNP Paribas SA | 18-May-05 | Ordinary Business 1 Accept Consolidated Financial Statements and Statutory Reports 2 Approve Financial Statements and Statutory Reports 3 Approve Allocation of Income and Dividends of EUR 2 per Share 4 Approve Special Auditors' Report Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent of Issued Share Capital 6 Reelect Jean-Francois Lepetit as Director 7 Reelect Gerhard Cromme as Director 8 Reelect Francois Grappotte as Director 9 Reelect Helene Ploix as Director 10 Reelect Baudoin Prot as Director 11 Elect Loyola De Palacio Del Valle-Lersundi as Director to Replace Jacques Friedmann 12 Approve Remuneration of Directors in the Aggregate Amount of EUR 780,000 13 Authorize Filing of Required Documents/Other Formalities Special Business 14 Approve Stock Option Plan Grants 15 Approve Restricted Stock Plan to Directors and Employees of Company and its Subsidiaries 16 Approve Reduction in Share Capital via Cancellation of Repurchased Shares 18 Authorize Filing of Required Documents/Other Formalities | M |
| TNA | N/A |
blt ln | 56650 | BHP Billiton Plc | 13-Jun-05 | 1 Authorise Appropriation of Distributable Profits of the Company for the Dividend Rectification 2 Approve Cancellation of Share Premium Account | M |
| VF | VIF of Management |
belg bb | B00D9P6 | BELGACOM SA DE DROIT PUBLIC, BRUXELLES | 13-Apr-05 | Special Meeting Agenda | M |
| TNA | N/A |
belg bb | B00D9P6 | BELGACOM SA DE DROIT PUBLIC, BRUXELLES | 13-Apr-05 | Annual Meeting Agenda | M |
| TNA | N/A |
hvm gr | 4325419 | Bayerische Hypo- und Vereinsbank AG | 12-May-05 | 1 Receive Financial Statements and Statutory Reports 2 Approve Discharge of Management Board for Fiscal Year 2004 3 Approve Discharge of Supervisory Board for Fiscal Year 2004 4a Elect Max Dietrich Kley to the Supervisory Board 4b Elect Gerhard Randa to the Supervisory Board 4c Elect Diether Muenich as Alternate Member to the Supervisory Board 5 Authorize Repurchase of up to Five Percent of Issued Share Capital for Trading Purposes 6 Authorize Share Repurchase Program and Reissuance of Repurchased Shares 7 Amend Articles Re: Calling of and Registration for Shareholder Meetings due to Pending Changes in German Law (Law on Company Integrity and Modernization of Shareholder Lawsuits) 8 Amend Articles Re: Time Designation at Shareholder Meetings due to Proposed Changes in German Law (Company Integrity and Modernization of Shareholder Lawsuits Regulation) 9 Amend Corporate Purpose 10 Approve Affiliation Agreements with Subsidiaries 11 Approve Affiliation Agreements with Subsidiaries 12 Ratify KPMG Deutsche Treuhand-Gesellschaft AG as Auditors | M |
| TNA | N/A |
bas gr | 5086577 | Basf AG | 28-Apr-05 | 1 Receive Financial Statements and Statutory Reports for Fiscal Year 2004 2 Approve Allocation of Income and Dividends of EUR 1.70 per Share 3 Approve Discharge of Supervisory Board for Fiscal Year 2004 4 Approve Discharge of Management Board for Fiscal Year 2004 5 Ratify Deloitte & Touche GmbH as Auditors for Fiscal Year 2005 6 Authorize Repurchase of up to Ten Percent of Issued Share Capital | M |
| VF | VF Management |
bay/f tb | 6075949 | Bank of Ayudhya | 25-Apr-05 | 1 Approve Minutes of Previous AGM | M |
| VF 1-6 VA 7 | VIF of Management 1-6, VA Management 7 |
cs fp | 7088429 | Axa | 20-Apr-05 | Ordinary Business 1 Approve Financial Statements and Statutory Reports 2 Accept Consolidated Financial Statements and Statutory Reports 3 Approve Allocation of Income and Dividends of EUR 0.61 per Share 4 Approve Accounting Transfer from Special Long-Term Capital Gains Account to Ordinary Reserve 5 Approve Special Auditors' Report Regarding Related-Party Transactions 6 Confirm Resignation and Non-Reelection of Thierry Breton as Supervisory Board Member 7 Reelect Anthony Hamilton as Supervisory Board Member 8 Reelect Henri Lachmann as Supervisory Board Member 9 Reelect Michel Pebereau as Supervisory Board Member 10 Ratify Appointment of Leo Apotheker as Supervisory Board Member 11 Elect Jacques de Chateauvieux as Supervisory Board Member 12 Elect Dominique Reiniche as Supervisory Board Member 13 Approve Remuneration of Directors in the Aggregate Amount of EUR 1 Million 14 Authorize Repurchase of Up to Ten Percent of Issued Share Capital Special Business 15 Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value 16 Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion 17 Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 18 Authorize Management Board to Set Issue Price for Ten Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights 19 Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Submitted to Shareholder Vote Above 20 Authorize Capital Increase of Up to EUR 1 Billion for Future Exchange Offers 21 Authorize Capital Increase of Up to Ten Percent of Issued Capital for Future Exchange Offers 22 Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities 23 Approve Issuance of Securities Convertible into Debt 24 Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan 25 Authorize Up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plan 27 Approve Reduction in Share Capital via Cancellation of Repurchased Shares 28 Amend Articles of Association Re: Definition of Related-Party Transactions 29 Amend Articles Re: Stock Option and Restricted Stock Plans 30 Authorize Filing of Required Documents/Other Formalities | M |
| TNA | N/A |
azn ln | 989529 | Astrazeneca Plc | 28-Apr-05 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
g im | 4056719 | Assicurazioni Generali Spa | 28-Apr-05 | Ordinary Business | M |
| TNA | N/A |
alt sm | 5444012 | Altadis S.A. | 28-Jun-05 | 1 Approve Individual and Consolidated Financial Statements, Allocation of Income and Distribution of Dividend, and Discharge Directors 2 Fix Number of Directors; Ratify and Reelect Directors 3 Approve Auditors for Company and Consolidated Group 4 Amend Articles Re: Board Composition/Election, Board Meetings, Board Representation, Executive's Committee Composition and Meetings, Creation of a Strategic, Ethic, and Corporate Governance Committee, and Creation of 'Consejero Delegado' Position 5 Approve Reduction in Capital Via Amortization of Shares; Amend Articles Accordingly 6 Authorize Repurchase of Shares 7 Authorize Issuance of Non-Convertible Bonds/Debentures or Other Debt Instruments 8 Approve Stock Option Plan for Management, Directors, and Employees 9 Authorize Board to Ratify and Execute Approved Resolutions | M |
| VF | VIF of Management |
alll4 bz | B014709 | ALL AMERICA LATINA LOGISTICASA ALL AMERICA LAT BRASIL | 1-Apr-05 | Annual Meeting Agenda | M |
| VIF | VIF of Management |
adm ln | B02J639 | ADMIRAL GROUP PLC | 18-May-05 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
8572 jp | 6049784 | Acom Co. Ltd. | 23-Jun-05 | 1 Approve Allocation of Income, Including the Following Dividends: Interim JY 45, Final JY 55, Special JY 0 | M |
| VF | VIF of Management |
ana sm | 5579107 | Acciona Sa | 12-May-05 | 1 Accept Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Year 2004 2 Accept Statutory Reports; Approve Discharge of Directors 3 Approve Allocation of Income and Dividends of EUR 0.99 4 Authorize Repurchase of Shares By Company and Subsidiaries 5 Elect Management Board 6 Reelect Auditors for Company and Consolidated Group | M |
| VF | VIF of Management |
abe sm | 4065663 | Abertis Infraestructuras | 11-Apr-05 | 1 Approve Individual and Consolidated Financial Statements, Allocation of Income and Dividends; Approve Discharge Directors | M |
| VF | VIF of Management |
advanc/f tb | 6412591 | Advanced Info Service PCL | 30-Mar-05 | 1 Open Meeting | M |
| VF 1-11 VA 12 | VIF of Management 1-11, VA Management 12 |
bns cn | 2076281 | Bank Of Nova Scotia | 1-Mar-05 | 1.1 Elect Director Ronald A. Brenneman 1.2 Elect Director C.J. Chen 1.3 Elect Director N. Ashleigh Everett 1.4 Elect Director John C. Kerr 1.5 Elect Director Michael J.L. Kirby 1.6 Elect Director Laurent Lemaire 1.7 Elect Director John T. Mayberry 1.8 Elect Director Barbara J.Mcdougall 1.9 Elect Director Elizabeth Parr-Johnston 1.1 Elect Director Arthur R.A. Scace 1.11 Elect Director Gerald W. Schwartz 1.12 Elect Director Allan C. Shaw 1.13 Elect Director Paul D. Sobey 1.14 Elect Director Barbara S. Thomas 1.15 Elect Director Richard E. Waugh 2 Ratify PricewaterhouseCoopers LLP and KPMG LLP as Auditors | M |
| VF | VIF of Management |
bns cn | 2076281 | Bank Of Nova Scotia | 1-Mar-05 | 3 Close Bank Subsidiaries in Tax Havens | S |
| VA 3-11 | VIF of Management |
edp pl | 4103596 | EDP-Energias de Portugal | 31-Mar-05 | 1 Accept Financial Statements and Statutory Reports | M |
| TNA | N/A |
edp pl | 4103596 | EDP-Energias de Portugal (frmlyEdp-Electricidade De Portugal) | 31-Jan-05 | 1 Elect Auditor and Alternate Auditor | M |
| TNA | N/A |
fmx us | 2246039 | Fomento Economico Mexicano S.A. (Femsa) | 10-Mar-05 | 1 REPORT OF THE BOARD OF DIRECTORS; PRESENTATION OF THE FINANCIAL STATEMENTS OF FOMENTO ECONOMICO MEXICANO, S.A. DE C.V., FOR THE 2004 FISCAL YEAR, AND THE REPORT OF THE EXAMINER PURSUANT TO ARTICLE 172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES AND THE AP | M |
| VF | VIF of Management |
ibe sm | 4424640 | Iberdrola S.A | 17-Mar-05 | 1.1 Accept Individual and Consolidated Financial Statements 1.2 Accept Statutory Reports for Fiscal Year Ended December 31, 2004; Approve Discharge Directors 2 Approve Allocation of Income and Dividends for Fiscal Year Ended December 31, 2004 3 Authorize Issuance of Bonds/Debentures up to Aggregate Nominal Amount of EUR 5 Billion and Promisory Notes in the Amount of EUR 3 Billion 4 Authorize Repurchase of Shares and Subsequent Capital Reduction; Modify Article 5 of the Bylaws 5 Approve Listing and Delisting of Shares on Secondary Exchanges in Spain and Overseas 6 Approve Creation of Foundation 7 Reelect Auditors for Fiscal Year 2005 8 Ratify Appointment of Director 9.1 Elect Jose Ignacio Snachez Galan as Director 9.2 Elect Victor de Urrutia Vallejo as Director 9.3 Elect Ricardo Alvarez Isasi as Director 9.4 Elect Jose Ignacio Berroeta Echevarria as Director 9.5 Elect Juan Luis Arregui Ciarsolo as Director 9.6 Elect Julio de Miguel Aynat as Director 9.7 Elect Sebastian Battaner Arias as Director 10 Authorize Board to Ratify and Execute Approved Resolutions 11 Elect Members to the Board of Directors | M |
| VF | VIF of Management |
imt ln | 0454492 | Imperial Tobacco Group Plc | 1-Feb-05 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
kbc bb | 4497749 | KBC Bank and Insurance Holding Company | 2-Mar-05 | Special Business 1 Receive Financial Statements, Annual Reports, and Auditors' Reports For Past Three Fiscal Years for Almanij and KBC Bancassurance Holding S.A.; Receive Directors' and Auditors' Reports on Merger Agreement between Almanij and KBC Bancassurance Holding S.A. 2 Receive Communication Concerning Significant Changes to the Situation of the Assets and Liabilities of each Merging Company 3 Approve Merger By Absorption of Almanij by KBC Bancassurance Holding S.A. 4 Issue 264.4 Million Shares in Connection with Acquisition 5 Authorize Cancellation of Shares Repurchased Pursuant to the Merger 6 Amend Articles/Charter to Reflect Changes in Capital 7 Change Company Name to KBC Group 8 Allow Board to Use All Outstanding Capital Authorizations in the Event of a Public Tender Offer or Share Exchange Offer 9 Amend Articles Re: Composition of Executive Committee, Interest of Executive Committee Members in Transactions, Representation of Executive Committee and Board of Directors, and Procedure for Shareholder Proposals 10 Approve Changes in Board Re: Confirm Resignations and Approve Election of Directors 11 Authorize the Board to Implement Approved Resolutions 12 Authorize Christel Haverans to File Amended Articles of Association 13 Authorize Peggy De Bock and Christel Haverans to File Required Documents/Formalities at Relevant Authorities | M |
| TNA | N/A |
033780 ks | 6175076 | KT&G Corp | 18-Mar-05 | 1 Approve Appropriation of Income and Dividends of KRW 1600 Per Share | M |
| VF | VIF of Management |
033780 ks | 6175076 | KT&G Corp. (Formerly Korea Tobacco & Ginseng) | 18-Mar-05 | 1 Approve Appropriation of Income and Dividends of KRW 1600 Per Share | M |
| VF | VIF of Management |
m1 sp | B04KJ97 | Mobileone LTD | 31-Mar-05 | 1 Adopt Financial Statements and Directors' and Auditors' Reports for the Year Ended December 31, 2004 | M |
| VF | VIF of Management |
natu3 bz | B014K55 | Natura Cosmeticos SA, Sao Paulo | 29-Mar-05 | Annual Meeting Agenda 1 Accept Financial Statements and Statutory Reports 2 Approve Allocation of Income and Dividends 3 Elect Board of Directors 4 Approve Remuneration of Directors 5 Approve Increase in the Number of Co-Chairmans of the Board to Three from Two Without Modification in the Number of Directors and Amend Art. 18 | M |
| VF | VIF of Management |
8951 jp | 6396800 | Nippon Building Fund Inc | 10-Mar-05 | 1 Amend Articles to: Limit Legal Liability of Executive Directors and Supervisory Directors; Permit REIT to Purchase Shares of Real Estate Management Companies | M |
| VF | VIF of Management |
novn vx | 7103065 | Novartis AG | 1-Mar-05 | 1 Accept Financial Statements and Statutory Reports | M |
| TNA | N/A |
rog vx | 7110388 | Roche Holding Ag | 28-Feb-05 | 1 Accept Financial Statements and Statutory Reports | M |
| TNA | N/A |
scc/f tb | 6609906 | Siam Cement Co. Ltd. | 23-Mar-05 | 1 Approve Minutes of Previous AGM | M |
| VF 1-8 VA 9 | VIF of Management 1-8, VA Management 9 |
alll4 bz | B014709 | All America Latina Logistica | 30-Nov-04 | Preference Shareholder Are Entitled to Vote on Item 3 | M |
| VF | VIF of Management |
blt ln | 56650 | BHP Billiton plc | 25-Nov-04 | 1 Accept Financial Statements and Statutory Reports for BHP Billiton Ltd. 2 Accept Financial Statements and Statutory Reports for BHP Billiton Plc 3 Re-elect Don Argus as Director of BHP Billiton Ltd. 4 Re-elect Don Argus as Director of BHP Billiton Plc 5 Re-elect David Crawford as Director of BHP Billiton Ltd . 7 Re-elect Charles Goodyear as Director of BHP Billiton Ltd. 8 Re-elect Charles Goodyear as Director of BHP Billiton Plc 9 Re-elect John Schubert as Director of BHP Billiton Ltd. 10 Re-elect John Schubert as Director of BHP Billiton Plc. 11 Reappoint KPMG Audit Plc as Auditors of BHP Billiton Plc and Authorise Board to Fix Remuneration of Auditors 12 Authorise Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 265,926,499 13 Authorise Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 61,703,675 14 Authorise 246,814,700 BHP Billiton Plc Ordinary Shares for Market Purchase 15 Approve Remuneration Report 16 Amend BHP Billiton Ltd. and BHP Billiton Plc Group Incentive Scheme 17 Approve BHP Billiton Ltd. and BHP Billiton Plc Long Term Incentive Plan 18 Approve Grant of Deferred Shares and Options under the Amended BHP Billiton Ltd. Group Incentive Scheme and Grant of Performance Shares under the BHP Billiton Ltd. Long Term Incentive Plan to Charles Goodyear 19 Approve Grant of Deferred Shares and Options under the Amended BHP Billiton Plc Group Incentive Scheme and Grant of Performance Shares under the BHP Billiton Plc Long Term Incentive Plan to Mike Salamon | M |
| VF | VIF of Management |
cna ln | B033F22 | Centrica PLC | 21-Oct-04 | 1 Approve Sub-Division of Ordinary Shares of 5 5/9 Pence Each into New Ordinary Shares of 50/81 of a Penny Each; and Consolidation of All New Ordinary Shares of 50/81 of a Penny Each into New Ordinary Shares of 6 14/81 Pence Each | M |
| VF | VIF of Management |
cba au | 6215035 | Commonwealth Bank Of Australia | 5-Nov-04 | 1 Accept Financial Statements and Statutory Reports | M |
| VF 1,2B-3,5 VA 2A, 4, 6 | VIF of Management 1, 2B - 3, 5-6, VA Management 2A, 4 |
edp pl | 4103596 | Edp-Electricidade De Portugal | 7-Oct-04 | 1 Amend Articles 1 and 4 Re: Change Company Name to EDP Energias de Portugal SA and Authorization to Increase Share Capital in EUR 1.5 Billion | M |
| TNA | N/A |
eurob ga | 5654316 | EFG Eurobank S.A. | 15-Nov-04 | 1 Approve Interim Dividend Distribution For 2004 | M |
| TNA | N/A |
may mk | 6556325 | Malayan Banking Berhad | 11-Oct-04 | 1 Accept Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2004 2 Approve Final Dividend of MYR0.25 Per Share Less 28 Percent Income Tax for the Financial Year Ended June 30, 2004 3 Elect Haji Mohd Hashir bin Haji Abdullah as Director 4 Elect Teh Soon Poh as Director 5 Elect Mohammed Hussein as Director 6 Elect Megat Zaharuddin bin Megat Mohd Nor as Director 7 Elect Md Agil bin Mohd Natt as Director 8 Elect Richard Ho Ung Hun as Director 9 Elect Muhammad Alias bin Raja Muhd. Ali. as Director 10 Approve Remuneration of Directors in the Amount of MYR656,830.62 for the Financial Year Ended June 30, 2004 11 Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration 12 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Any Amount Up to Ten Percent of Issued Share Capital | M |
| VF | VIF of Management |
m1 sp | B04KJ97 | Mobileone LTD | 25-Oct-04 | Special Business 1 Approve Proposed Capital Reduction | M |
| VF | VIF of Management |
nhy no | 4645805 | Norsk Hydro Asa | 1-Dec-04 | 1 Approve NOK 91.5 Million Reduction in Share Capital via Share Cancellation | M |
| VF | VIF of Management |
hmsp ij | 6404242 | PT Hanjaya Mandala Sampoerna | 27-Oct-04 | 1 Approve NOK 91.5 Million Reduction in Share Capital via Share Cancellation | M |
| VF | VIF of Management |
san fp | 5671735 | Sanofi-Aventis (Formerly Sanofi-Synthelabo ) | 23-Dec-04 | Special Business | M |
| TNA | N/A |
sph sp | B012899 | Singapore Press Holdings Ltd. | 6-Dec-04 | 1 Adopt Financial Statements and Directors' and Auditors' Reports 2 Declare Final and Special Dividends of SGD 0.10 Per Share and SGD 0.11 Per Share, Respectively 3a Reappoint Lim Chin Beng as Director 3b Reappoint Lee Ek Tieng as Director 4a Reelect Cheong Choong Kong as Director 4b Reelect Yeo Ning Hong as Director 4c Reelect Cham Tao Soon as Director 4d Reelect Willie Cheng Jue Hiang as Director 5 Approve Directors' Fees of SGD 787,500 6 Appoint Auditors and Authorize Board to Fix Their Remuneration 7 Other Business (Voting) 8a Approve Issuance of Shares without Preemptive Rights 8b Approve Issuance of Shares and Grant of Options Pursuant to the Share Option Scheme | M |
| VF 1-6, 8A, 8C VA 7, 8B | VIF of Management 1-6, 8a, 8c, VA Management 7, 8b |
titr im | 7634402 | Telecom Italia SPA | 25-Oct-04 | Meeting For Savings Shareholders | M |
| TNA | N/A |
astr mk | 6698120 | Astro All Asia Networks Plc | 13-Jul-04 | 1 Accept Financial Statements and Statutory Reports for the Financial Year Ended Jan. 31, 2004 | M |
| VF | VIF of Management |
astr mk | 6698120 | Astro All Asia Networks Plc | 13-Jul-04 | 1 Approve Recurrent Related Party Transactions of a Revenue or Trading Nature with UTSB Management Sdn Bhd and SRG Asia Pacific Sdn Bhd 2 Approve Recurrent Related Party Transactions of a Revenue or Trading Nature with Maxix Communications Berhad, Maxis Mobile Sdn Bhd, Maxis Broadband Sdn Bhd and Malaysian Mobile Services Sdn Bhd 3 Approve Recurrent Related Party Transactions of a Revenue or Trading Nature with Pan Malaysian Pools Sdn Bhd and Tanjong Village Sdn Bhd 4 Approve Recurrent Related Party Transactions of a Revenue or Trading Nature with Bonuskad Loyalty Sdn Bhd 5 Approve Recurrent Related Party Transactions of a Revenue or Trading Nature with Valuelabs 6 Approve Recurrent Related Party Transactions of a Revenue or Trading Nature with Binariang Satellite Sistems Sdn Bhd | M |
| VF | VIF of Management |
vale5 bz | 2257127 | Companhia Vale Do Rio Doce | 18-Aug-04 | Preference A Shareholders are Entitled to Vote on Item 2 | M |
| VF | VIF of Management |
rio-p us | 2933900 | Companhia Vale Do Rio Doce | 18-Aug-04 | Meeting for Holders of ADRs | M |
| VF | VIF of Management |
fte fp | 5176177 | France Telecom SA | 1-Sep-04 | Special Business | M |
| TNA | N/A |
gus ln | 0384704 | GUS plc | 21-Jul-04 | 1 Accept Financial Statements and Statutory Reports 2 Approve Remuneration Report 3 Approve Final Dividend of 19 Pence Per Ordinary Share 4 Elect Andy Hornby as Director 5 Re-elect Sir Victor Blank as Director 6 Re-elect Sir Alan Rudge as Director 7 Re-elect Alan Smart as Director 8 Re-elect David Tyler as Director 9 Re-appoint PricewaterhouseCoopers LLP as Auditors of the Company 10 Authorise Board to Fix Remuneration of the Auditors 11 Authorise 100 Million Ordinary Shares for Market Purchase 12 Authorise Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 58,395,799 13 Authorise Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 12,705,210 | M |
| VF | VIF of Management |
isys ln | 0807041 | Invensys plc | 21-Jul-04 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
may mk | 6556325 | Malayan Banking Berhad | 11-Aug-04 | 1 Approve Employee Share Option Scheme | M |
| VF 15 VA 1-14 | VIF of Management 15, VA Management 1-14 |
mtn sj | 6563206 | MTN Group Ltd. | 18-Aug-04 | Annual Meeting Agenda 1 Accept Financial Statements and Statutory Reports for Year Ended Mar. 31, 2004 2 Approve Simultaneous Re-Appointment of Retiring Directors 3.1 Reelect M.C. Ramaphosa as Director 3.2 Reelect I. Charnley as Director 3.3 Reelect Z.N.A. Cindi as Director 3.4 Reelect S.N. Mabaso as Director 4.1 Elect J.H.N. Strydom as Director 5 Authorize Repurchase of Up to Ten Percent of Issued Share Capital 6 Place Authorized But Unissued Shares under Control of Directors 7 Approve Issuance of Shares without Preemptive Rights up to a Maximum of Ten Percent of Issued Capital 8 Approve Remuneration of Directors 9 Amend Incentive Share Option Scheme Re: Allocation to Employees of Non-South African Companies in which MTN has Significant Stake 10 Authorize Board to Ratify and Execute Approved Resolutions | M |
| VF 1,3.1-10 VA 2 | VIF of Management 1,3-10, VA Management 2 |
ngt ln | 3122387 | National Grid Transco Plc | 26-Jul-04 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
svt ln | 54632 | Severn Trent PLC | 27-Jul-04 | 1 Accept Financial Statements and Statutory Reports 2 Approve Remuneration Report 3 Approve Final Dividend of 29.27 Pence Per Ordinary Share 4 Re-elect John Banyard as Director 5 Re-elect Brian Duckworth as Director 6 Re-elect John McAdam as Director 7 Re-elect Derek Osborn as Director 8 Elect Martin Houston as Director 9 Elect Colin Matthews as Director 10 Elect John Smith as Director 11 Re-appoint PricewaterhouseCoopers LLP as Auditors and Authorise Board to Fix Remuneration of Auditors 12 Authorise Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 74,327,058 13 Authorise Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 11,261,675 14 Authorise 34,511,587 Ordinary Shares for Market Purchase 15 Amend Articles of Association 16 Authorise Severn Trent Plc to Make EU Political Donations and Incur EU Political Expenditure up to Aggregate Nominal Amount of GBP 50,000 17 Authorise Severn Trent Water Limited to Make EU Political Donations and Incur EU Political Expenditure up to Aggregate Nominal Amount of GBP 50,000 18 Authorise Biffa Waste Services Limited to Make EU Political Donations and Incur EU Political Expenditure up to Aggregate Nominal Amount of GBP 25,000 19 Authorise Biffa Treatment NV to Make EU Political Donations and Incur EU Political Expenditure up to Aggregate Nominal Amount of GBP 25,000 | M |
| VF | VIF of Management |
spost sp | 6609478 | Singapore Post Ltd | 21-Jul-04 | 1 Adopt Financial Statements and Directors' and Auditors' Reports | M |
| VF 1-7 VA 8-9 | VIF of Management 1-7, VA Management 8-9 |
spost sp | 6609478 | Singapore Post Ltd | 21-Jul-04 | 1 Authorize Share Repurchase Program | M |
| VF | VIF of Management |
vod ln | 0719210 | Vodafone Group PLC | 27-Jul-04 | 1 Accept Financial Statements and Statutory Reports | M |
| VF | VIF of Management |
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.
Dean Family of Funds
By: | /s/ Debra E. Rindler |
| |
| Debra E. Rindler |
| |
| Secretary, Treasurer, and Chief Compliance Officer | ||
Date: | August 26, 2005 |