Capital Appreciation Fund N-PX Annual report of proxy voting record

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: 811-3429

CAPITAL APPRECIATION FUND

(Exact name of registrant as specified in charter)

One Cityplace, Hartford, CT 06103-3415

(Address of principal executive offices) (Zip code)

Elizabeth M. Forget

President

Capital Appreciation Fund

260 Madison Avenue, 10^th Floor

New York, NY 10016

(Name and Address of Agent for Service)

Copy to:

Robert N. Hickey, Esq.

Sullivan & Worcester LLP

1666 K Street, N.W.

Washington, D.C. 20006

Registrant’s telephone number, including area code: (800) 848-3854

Date of fiscal year end: December 31

Date of reporting period: July 1, 2004 through June 30, 2005

Item 1. Proxy Voting Record.

Vote Summary Report

July 01, 2004 - June 30, 2005

Capital Appreciation Fund

Mtg
Date/Type Company/
Ballot Issues Security Mgmt
Rec Vote
Cast Record
Date Prpnent Shares
Voted

3M CO

Ticker:	MMM	Security ID:	88579Y101
Meeting Date:	MAY 10, 2005	Meeting Type:	Annual
Record Date:	MAR 11, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Vance D. Coffman	For	Withhold	Management
1.2	Elect Director Rozanne L. Ridgway	For	Withhold	Management
1.3	Elect Director Louis W. Sullivan	For	Withhold	Management
2	Ratify Auditors	For	Abstain	Management
3	Approve Omnibus Stock Plan	For	Abstain	Management
4	Eliminate Animal Testing	Against	Abstain	Shareholder
5	Implement China Principles	Against	Abstain	Shareholder

ADVANCE AUTO PARTS INC

Ticker:	AAP	Security ID:	00751Y106
Meeting Date:	MAY 18, 2005	Meeting Type:	Annual
Record Date:	MAR 30, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John C. Brouillard	For	For	Management
1.2	Elect Director Lawrence P. Castellani	For	For	Management
1.3	Elect Director Michael N. Coppola	For	For	Management
1.4	Elect Director Darren R. Jackson	For	For	Management
1.5	Elect Director William S. Oglesby	For	For	Management
1.6	Elect Director Gilbert T. Ray	For	For	Management
1.7	Elect Director Carlos A. Saladrigas	For	For	Management
1.8	Elect Director William L. Salter	For	For	Management
1.9	Elect Director Francesca Spinelli, Ph.D.	For	For	Management
1.10	Elect Director Nicholas F. Taubman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Adopt Policy to Prohibit Discrimination based on Sexual Orientation	Against	Abstain	Shareholder

Page 1

AES CORP., THE

Ticker:	AES	Security ID:	00130H105
Meeting Date:	APR 28, 2005	Meeting Type:	Annual
Record Date:	MAR 3, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard Darman	For	For	Management
1.2	Elect Director Paul T. Hanrahan	For	For	Management
1.3	Elect Director Kristina M. Johnson	For	For	Management
1.4	Elect Director John A. Koskinen	For	For	Management
1.5	Elect Director Philip Lader	For	For	Management
1.6	Elect DirectorJohn H. McArthur	For	For	Management
1.7	Elect Director Sandra O. Moose	For	For	Management
1.8	Elect Director Philip A. Odeen	For	For	Management
1.9	Elect Director Charles O. Rossotti	For	For	Management
1.10	Elect Director Sven Sandstrom	For	For	Management
1.11	Elect Director Roger W. Sant	For	For	Management
2	Ratify Auditors	For	For	Management

AMERICAN EXPRESS CO.

Ticker:	AXP	Security ID:	025816109
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel F. Akerson	For	For	Management
1.2	Elect Director Charlene Barshefsky	For	For	Management
1.3	Elect Director William G. Bowen	For	For	Management
1.4	Elect Director Ursula M. Burns	For	For	Management
1.5	Elect Director Kenneth I. Chenault	For	For	Management
1.6	Elect Director Peter R. Dolan	For	For	Management
1.7	Elect Director Vernon E. Jordan, Jr.	For	For	Management
1.8	Elect Director Jan Leschly	For	For	Management
1.9	Elect Director Richard A. McGinn	For	For	Management
1.10	Elect Director Edward D. Miller	For	For	Management
1.11	Elect Director Frank P. Popoff	For	For	Management
1.12	Elect Director Robert D. Walter	For	For	Management
2	Ratify Auditors	For	For	Management
3	Company-Specific—Compensation-Related	Against	Against	Shareholder
4	Report on Political Contributions	Against	Abstain	Shareholder

APPLE COMPUTER, INC.

Ticker:	AAPL	Security ID:	037833100
Meeting Date:	APR 21, 2005	Meeting Type:	Annual
Record Date:	MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred D. Anderson	For	For	Management
1.2	Elect Director William V. Campbell	For	For	Management
1.3	Elect Director Millard S. Drexler	For	For	Management
1.4	Elect Director Albert A. Gore, Jr.	For	For	Management
1.5	Elect Director Steven P. Jobs	For	For	Management
1.6	Elect Director Arthur D. Levinson	For	For	Management
1.7	Elect Director Jerome B. York	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Amend Qualified Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management
6	Performance- Based/Indexed Options	Against	For	Shareholder

Page 2

BANK OF AMERICA CORP.

Ticker:	BAC	Security ID:	060505104
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William Barnet, III	For	For	Management
1.2	Elect Director Charles W. Coker	For	For	Management
1.3	Elect Director John T. Collins	For	For	Management
1.4	Elect Director Gary L. Countryman	For	Withhold	Management
1.5	Elect Director Paul Fulton	For	For	Management
1.6	Elect Director Charles K. Gifford	For	For	Management
1.7	Elect Director W. Steven Jones	For	For	Management
1.8	Elect Director Kenneth D. Lewis	For	For	Management
1.9	Elect Director Walter E. Massey	For	For	Management
1.10	Elect Director Thomas J. May	For	For	Management
1.11	Elect Director Patricia E. Mitchell	For	For	Management
1.12	Elect Director Edward L. Romero	For	For	Management
1.13	Elect Director Thomas M. Ryan	For	For	Management
1.14	Elect Director O. Temple Sloan, Jr.	For	For	Management
1.15	Elect Director Meredith R. Spangler	For	For	Management
1.16	Elect Director Robert L. Tillman	For	For	Management
1.17	Elect Director Jackie M. Ward	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Political Contributions	Against	Against	Shareholder
4	Director Nominee Amendment	Against	Against	Shareholder

BERKSHIRE HATHAWAY INC.

Ticker:	BRK.A	Security ID:	84670207
Meeting Date:	APR 30, 2005	Meeting Type:	Annual
Record Date:	MAR 2, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Warren E. Buffett	For	For	Management
1.2	Elect Director Charles T. Munger	For	For	Management
1.3	Elect Director Howard G. Buffett	For	For	Management
1.4	Elect Director Malcolm G. Chace	For	For	Management
1.5	Elect Director William H. Gates III	For	For	Management
1.6	Elect Director David S. Gottesman	For	For	Management
1.7	Elect Director Charlotte Guyman	For	For	Management
1.8	Elect Director Donald R. Keough	For	For	Management
1.9	Elect Director Thomas S. Murphy	For	For	Management
1.10	Elect Director Ronald L. Olson	For	For	Management
1.11	Elect Director Walter Scott, Jr.	For	For	Management
2	Amend Articles	For	For	Management
3	Amend Articles	For	For	Management

Page 3

EBAY INC.

Ticker:	EBAY	Security ID:	278642103
Meeting Date:	JUN 23, 2005	Meeting Type:	Annual
Record Date:	APR 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred D. Anderson	For	For	Management
1.2	Elect Director Edward W. Barnholt	For	For	Management
1.3	Elect Director Scott D. Cook	For	For	Management
1.4	Elect Director Robert C. Kagle	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Ratify Auditors	For	For	Management
5	Performance- Based/Indexed Options	Against	Against	Shareholder
6	Require a Majority Vote for the Election of Directors	Against	Against	Shareholder

ELECTRONIC ARTS INC.

Ticker:	ERTS	Security ID:	285512109
Meeting Date:	JUL 29, 2004	Meeting Type:	Annual
Record Date:	JUN 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M. Richard Asher	For	For	Management
1.2	Elect Director William J. Byron	For	For	Management
1.3	Elect Director Leonard S. Coleman	For	For	Management
1.4	Elect Director Gary M. Kusin	For	For	Management
1.5	Elect Director Gregory B. Maffei	For	For	Management
1.6	Elect Director Timothy Mott	For	For	Management
1.7	Elect Director Robert W. Pittman	For	For	Management
1.8	Elect Director Lawrence F. Probst III	For	For	Management
1.9	Elect Director Linda J. Srere	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Amend Articles to Consolidate Common Stock	For	For	Management
5	Increase Authorized Common Stock	For	For	Management
6	Ratify Auditors	For	For	Management

ENERGIZER HOLDINGS, INC.

Ticker:	ENR	Security ID:	29266R108
Meeting Date:	JAN 25, 2005	Meeting Type:	Annual
Record Date:	NOV 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ward M. Klein	For	For	Management
1.2	Elect Director Richard A. Liddy	For	For	Management
1.3	Elect Director Joe R. Micheletto	For	For	Management
1.4	Elect Director W. Patrick McGinnis	For	For	Management
1.5	Elect Director Bill G. Armstrong	For	For	Management
1.6	Elect Director John C. Hunter	For	For	Management

Page 4

FOREST LABORATORIES, INC.

Ticker:	FRX	Security ID:	345838106
Meeting Date:	AUG 11, 2004	Meeting Type:	Annual
Record Date:	JUN 21, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard Solomon	For	For	Management
1.2	Elect Director William J. Candee, III	For	For	Management
1.3	Elect Director George S. Cohan	For	For	Management
1.4	Elect Director Dan L. Goldwasser	For	For	Management
1.5	Elect Director Lester B. Salans	For	For	Management
1.6	Elect Director Kenneth E. Goodman	For	For	Management
1.7	Elect Director Phillip M. Satow	For	Withhold	Management
2	Increase Authorized Common Stock	For	For	Management
3	Approve Stock Option Plan	For	For	Management
4	Ratify Auditors	For	Against	Management

GENENTECH, INC.

Ticker:	DNA	Security ID:	368710406
Meeting Date:	APR 14, 2005	Meeting Type:	Annual
Record Date:	FEB 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Herbert W. Boyer	For	Withhold	Management
1.2	Elect Director William M. Burns	For	Withhold	Management
1.3	Elect Director Erich Hunziker	For	Withhold	Management
1.4	Elect Director Jonathan K.C. Knowles	For	Withhold	Management
1.5	Elect Director Arthur D. Levinson	For	Withhold	Management
1.6	Elect Director Charles A. Sanders	For	Withhold	Management
2	Ratify Auditors	For	For	Management

GILEAD SCIENCES, INC.

Ticker:	GILD	Security ID:	375558103
Meeting Date:	MAY 10, 2005	Meeting Type:	Annual
Record Date:	MAR 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Berg	For	For	Management
1.2	Elect Director Etienne F. Davignon	For	For	Management
1.3	Elect Director James M. Denny	For	For	Management
1.4	Elect Director John C. Martin	For	For	Management
1.5	Elect Director Gordon E. Moore	For	For	Management
1.6	Elect Director Nicholas G. Moore	For	For	Management
1.7	Elect Director George P. Shultz	For	For	Management
1.8	Elect Director Gayle E. Wilson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Report on Impact of HIV/AIDS, TB, and Malaria Pandemics	Against	Abstain	Shareholder

Page 5

GOLDMAN SACHS GROUP, INC., THE

Ticker:	GS	Security ID:	38141G104
Meeting Date:	APR 6, 2005	Meeting Type:	Annual
Record Date:	FEB 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John H. Bryan	For	For	Management
1.2	Elect Director Stephen Friedman	For	For	Management
1.3	Elect Director William W. George	For	For	Management
1.4	Elect Director Henry M. Paulson, Jr.	For	For	Management
2	Declassify the Board of Directors	For	For	Management
3	Ratify Auditors	For	For	Management

INVITROGEN CORP.

Ticker:	IVGN	Security ID:	46185R100
Meeting Date:	APR 20, 2005	Meeting Type:	Annual
Record Date:	FEB 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Balakrishnan S. Iyer	For	For	Management
1.2	Elect Director Ronald A. Matricaria	For	For	Management
1.3	Elect Director W. Ann Reynolds, Ph.D.	For	For	Management
1.4	Elect Director Jay M. Short, Ph.D.	For	For	Management
2	Ratify Auditors	For	For	Management

J. C. PENNEY CO., INC (HLDG CO)

Ticker:	JCP	Security ID:	708160106
Meeting Date:	MAY 20, 2005	Meeting Type:	Annual
Record Date:	MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas J. Engibous	For	For	Management
1.2	Elect Director Kent B. Foster	For	For	Management
1.3	Elect Director Leonard H. Roberts	For	For	Management
1.4	Elect Director Myron E. Ullman, III	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Declassify the Board of Directors	Against	Against	Shareholder

KOHL’S CORP.

Ticker:	KSS	Security ID:	500255104
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	MAR 2, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James D. Ericson	For	For	Management
1.2	Elect Director William S. Kellogg	For	For	Management
1.3	Elect Director Arlene Meier	For	For	Management
1.4	Elect Director R. Elton White	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	Against	Against	Shareholder
4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For	Shareholder

Page 6

LOCKHEED MARTIN CORP.

Ticker:	LMT	Security ID:	539830109
Meeting Date:	APR 28, 2005	Meeting Type:	Annual
Record Date:	MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E.C. ‘Pete’ Aldridge, Jr.	For	For	Management
1.2	Elect Director Nolan D. Archibald	For	For	Management
1.3	Elect Director Marcus C. Bennett	For	For	Management
1.4	Elect Director James O. Ellis, Jr.	For	For	Management
1.5	Elect Director Gwendolyn S. King	For	For	Management
1.6	Elect Director Douglas H. McCorkindale	For	For	Management
1.7	Elect Director Eugene F. Murphy	For	For	Management
1.8	Elect Director Joseph W. Ralston	For	Withhold	Management
1.9	Elect Director Frank Savage	For	Withhold	Management
1.10	Elect Director Anne Stevens	For	For	Management
1.11	Elect Director Robert J. Stevens	For	For	Management
1.12	Elect Director James R. Ukropina	For	For	Management
1.13	Elect Director Douglas C. Yearley	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Performance-Based/Indexed Options	Against	Against	Shareholder
5	Adopt Simple Majority Vote Requirement for All Issues	Against	For	Shareholder
6	Report on Pay Disparity	Against	Abstain	Shareholder
7	and amend its code of conduct and policies related to bidding Review Code of Conduct on Military Contracts	Against	Abstain	Shareholder

MURPHY OIL CORP.

Ticker:	MUR	Security ID:	626717102
Meeting Date:	MAY 11, 2005	Meeting Type:	Annual
Record Date:	MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank W. Blue	For	For	Management
1.2	Elect Director George S. Dembroski	For	For	Management
1.3	Elect Director Claiborne P. Deming	For	For	Management
1.4	Elect Director Robert A. Hermes	For	For	Management
1.5	Elect Director R. Madison Murphy	For	For	Management
1.6	Elect Director William C. Nolan, Jr.	For	For	Management
1.7	Elect Director Ivar B. Ramberg	For	For	Management
1.8	Elect Director Neal E. Schmale	For	For	Management
1.9	Elect Director David J.H. Smith	For	For	Management
1.10	Elect Director Caroline G. Theus	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

Page 7

NIKE, INC.

Ticker:	NKE	Security ID:	654106103
Meeting Date:	SEP 20, 2004	Meeting Type:	Annual
Record Date:	JUL 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jill K. Conway	For	For	Management
1.2	Elect Director Alan B. Graf, Jr.	For	For	Management
1.3	Elect Director Jeanne P. Jackson	For	For	Management
2	Ratify Auditors	For	For	Management

NVIDIA CORPORATION

Ticker:	NVDA	Security ID:	67066G104
Meeting Date:	AUG 19, 2004	Meeting Type:	Annual
Record Date:	JUN 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James C. Gaither	For	Withhold	Management
1.2	Elect Director Jen-Hsun Huang	For	Withhold	Management
1.3	Elect Director A. Brooke Seawell	For	Withhold	Management
2	Ratify Auditors	For	Abstain	Management

OUTBACK STEAKHOUSE, INC.

Ticker:	OSI	Security ID:	689899102
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert D. Basham	For	For	Management
1.2	Elect Director W. R. Carey, Jr	For	For	Management
1.3	Elect Director General (Ret) Tommy Franks	For	For	Management
1.4	Elect Director Toby S.Wilt	For	For	Management
2	Amend Stock Option Plan	For	Against	Management
3	Other Business	For	Against	Management

QUALCOMM INC.

Ticker:	QCOM	Security ID:	747525103
Meeting Date:	MAR 8, 2005	Meeting Type:	Annual
Record Date:	JAN 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert E. Kahn	For	For	Management
1.2	Elect Director Duane A. Nelles	For	Withhold	Management
1.3	Elect Director Brent Scowcroft	For	For	Management
2	Declassify the Board of Directors and Eliminate Cumulative Voting	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Amend Articles	For	For	Management
5	Ratify Auditors	For	For	Management

Page 8

ROCHE HOLDING AG

Ticker:	RHHBY	Security ID:	H69293217
Meeting Date:	FEB 28, 2005	Meeting Type:	Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and Statutory Reports	For	Did Not Vote	Management
2	Approve Discharge of Board and Senior Management	For	Did Not Vote	Management
3	Approve Allocation of Income and Dividends of CHF 2.00 per Share	For	Did Not Vote	Management
4.1	Reelect John Bell as Director	For	Did Not Vote	Management
4.2	Reelect Andre Hoffmann as Director	For	Did Not Vote	Management
4.3	Reelect Franz Humer as Director	For	Did Not Vote	Management
5	Ratify KPMG Klynveld Peat Marwick Goerdeler SA as Auditors	For	Did Not Vote	Management

SLM CORP.

Ticker:	SLM	Security ID:	78442P106
Meeting Date:	MAY 19, 2005	Meeting Type:	Annual
Record Date:	MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles L. Daley	For	For	Management
1.2	Elect Director William M. Diefenderfer, III	For	For	Management
1.3	Elect Director Thomas J. Fitzpatrick	For	For	Management
1.4	Elect Director Diane Suitt Gilleland	For	For	Management
1.5	Elect Director Earl A. Goode	For	For	Management
1.6	Elect Director Ann Torre Grant	For	For	Management
1.7	Elect Director Ronald F. Hunt	For	For	Management
1.8	Elect Director Benjamin J. Lambert, III	For	For	Management
1.9	Elect Director Albert L. Lord	For	For	Management
1.10	Elect Director Barry A. Munitz	For	For	Management
1.11	Elect Director A. Alexander Porter, Jr.	For	For	Management
1.12	Elect Director Wolfgang Schoellkopf	For	For	Management
1.13	Elect Director Steven L. Shapiro	For	For	Management
1.14	Elect Director Barry L. Williams	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

Page 9

STAPLES, INC.

Ticker:	SPLS	Security ID:	855030102
Meeting Date:	JUN 13, 2005	Meeting Type:	Annual
Record Date:	APR 19, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Brenda C. Barnes	For	For	Management
1.2	Elect Director Mary Elizabeth Burton	For	For	Management
1.3	Elect Director Richard J. Currie	For	For	Management
1.4	Elect Director Rowland T. Moriarty	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	Against	Shareholder

SUNCOR ENERGY INC

Ticker:	SU.	Security ID:	867229106
Meeting Date:	APR 28, 2005	Meeting Type:	Annual/Special
Record Date:	FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mel E. Benson	For	For	Management
1.2	Elect Director Brian A. Canfield	For	For	Management
1.3	Elect Director Bryan P. Davies	For	For	Management
1.4	Elect Director Brian A. Felesky	For	For	Management
1.5	Elect Director John T. Ferguson	For	For	Management
1.6	Elect Director W. Douglas Ford	For	For	Management
1.7	Elect Director Richard L. George	For	For	Management
1.8	Elect Director John R. Huff	For	For	Management
1.9	Elect Director Robert W. Korthals	For	For	Management
1.10	Elect Director M. Ann McCaig	For	For	Management
1.11	Elect Director Michael W. O’Brien	For	For	Management
1.12	Elect Director JR Shaw	For	For	Management
2	Ratify PricewaterhouseCoopers LLP as Auditors	For	For	Management
3	Amend Shareholder Rights Plan (Poison Pill)	For	For	Management

TEXAS INSTRUMENTS INC.

Ticker:	TXN	Security ID:	882508104
Meeting Date:	APR 21, 2005	Meeting Type:	Annual
Record Date:	FEB 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Adams	For	For	Management
1.2	Elect Director David L. Boren	For	For	Management
1.3	Elect Director Daniel A. Carp	For	For	Management
1.4	Elect Director Carrie S. Cox	For	For	Management
1.5	Elect Director Thomas J. Engibous	For	For	Management
1.6	Elect Director Gerald W. Fronterhouse	For	For	Management
1.7	Elect Director David R. Goode	For	For	Management
1.8	Elect Director Pamela H. Patsley	For	For	Management
1.9	Elect Director Wayne R. Sanders	For	For	Management
1.10	Elect Director Ruth J. Simmons	For	For	Management
1.11	Elect Director Richard K. Templeton	For	For	Management
1.12	Elect Director Christine T. Whitman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Qualified Employee Stock Purchase Plan	For	For	Management
4	Amend Stock Option Plan	For	For	Management

Page 10

UNITEDHEALTH GROUP INCORPORATED

Ticker:	UNH	Security ID:	91324P102
Meeting Date:	MAY 3, 2005	Meeting Type:	Annual
Record Date:	MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas H. Kean	For	For	Management
1.2	Elect Director Robert L. Ryan	For	For	Management
1.3	Elect Director William G. Spears	For	For	Management
1.4	Elect Director Gail R. Wilensky, Ph.D.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Performance- Based/Indexed Options	Against	For	Shareholder
4	Performance- Based/Indexed Options	Against	For	Shareholder

VODAFONE GROUP PLC

Ticker:	VOD	Security ID:	92857W100
Meeting Date:	JUL 27, 2004	Meeting Type:	Annual
Record Date:	JUN 11, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL STATEMENTS	For	Abstain	Management
2	TO APPROVE THE REMUNERATION REPORT	For	Abstain	Management
3	TO RE-ELECT PETER BAMFORD AS A DIRECTOR	For	Abstain	Management
4	TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR	For	Abstain	Management
5	TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)	For	Abstain	Management
6	TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER OF THE REMUNERATION COMMITTEE)	For	Abstain	Management
7	TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE PER ORDINARY SHARE	For	Abstain	Management
8	Ratify Auditors	For	Abstain	Management
9	TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION	For	Abstain	Management
10	TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000	For	Abstain	Management
11	TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE 16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION	For	Abstain	Management
12	TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION+	For	Abstain	Management
13	TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN SHARES+	For	Abstain	Management
14	TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS AND OFF-MARKET PURCHASES+	For	Abstain	Management

Page 11

WELLS FARGO & COMPANY

Ticker:	WFC	Security ID:	949746101
Meeting Date:	APR 26, 2005	Meeting Type:	Annual
Record Date:	MAR 8, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J.A. Blanchard III	For	For	Management
1.2	Elect Director Susan E. Engel	For	For	Management
1.3	Elect Director Enrique Hernandez, Jr.	For	For	Management
1.4	Elect Director Robert L. Joss	For	For	Management
1.5	Elect Director Reatha Clark King	For	For	Management
1.6	Elect Director Richard M. Kovacevich	For	For	Management
1.7	Elect Director Richard D. McCormick	For	For	Management
1.8	Elect Director Cynthia H. Milligan	For	Withhold	Management
1.9	Elect Director Philip J. Quigley	For	For	Management
1.10	Elect Director Donald B. Rice	For	Withhold	Management
1.11	Elect Director Judith M. Runstad	For	Withhold	Management
1.12	Elect Director Stephen W. Sanger	For	For	Management
1.13	Elect Director Susan G. Swenson	For	For	Management
1.14	Elect Director Michael W. Wright	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Adopt Policy on Payday Lenders	Against	Abstain	Shareholder
5	Link Executive Compensation to Predatory Lending	Against	Abstain	Shareholder
6	Performance- Based/Indexed Options	Against	For	Shareholder
7	Limit Executive Compensation	Against	Against	Shareholder
8	Separate Chairman and CEO Positions	Against	For	Shareholder

XM SATELLITE RADIO HOLDINGS INC.

Ticker:	XMSR	Security ID:	983759101
Meeting Date:	MAY 26, 2005	Meeting Type:	Annual
Record Date:	APR 8, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gary M. Parsons	For	For	Management
1.2	Elect Director Hugh Panero	For	For	Management
1.3	Elect Director Nathaniel A. Davis	For	For	Management
1.4	Elect Director Thomas J. Donohue	For	For	Management
1.5	Elect Director Eddy W. Hartenstein	For	For	Management
1.6	Elect Director George W. Haywood	For	For	Management
1.7	Elect Director Chester A. Huber, Jr.	For	For	Management
1.8	Elect Director John Mendel	For	For	Management
1.9	Elect Director Jarl Mohn	For	For	Management
1.10	Elect Director Pierce J. Roberts, Jr.	For	For	Management
1.11	Elect Director Jack Shaw	For	For	Management
2	Ratify Auditors	For	For	Management

Page 12

YAHOO!, INC.

Ticker:	YHOO	Security ID:	984332106
Meeting Date:	MAY 19, 2005	Meeting Type:	Annual
Record Date:	MAR 23, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Terry S. Semel	For	For	Management
1.2	Elect Director Jerry Yang	For	For	Management
1.3	Elect Director Roy J. Bostock	For	For	Management
1.4	Elect Director Ronald W. Burkle	For	For	Management
1.5	Elect Director Eric Hippeau	For	For	Management
1.6	Elect Director Arthur H. Kern	For	For	Management
1.7	Elect Director Robert A. Kotick	For	For	Management
1.8	Elect Director Edward R. Kozel	For	For	Management
1.9	Elect Director Gary L. Wilson	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

Page 13

SIGNATURES

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

CAPITAL APPRECIATION FUND
By:	/s/ Elizabeth M. Forget
	Elizabeth M. Forget
	President

Date: August 26, 2005