T. Rowe Price Value Fund NPX Annual report of proxy voting record

Value Fund

07/01/2004 - 06/30/2005

ICA File Number: 811-07209
Reporting Period: 07/01/2004 - 06/30/2005
T. Rowe Price Value Fund, Inc.

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY

Investment Company Act file number 811-07209

T. Rowe Price Value Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street Baltimore, Maryland 21202

(Address of principal executive offices)

Joseph A. Carrier
100 East Pratt Street
Baltimore, Maryland 21202

(Name and address of agent for service)

Registrant's telephone number, including area code: (410) 345-2653

Date of fiscal year end: 12/31

Date of reporting period: 7/1/04 to 6/30/05

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.

T. Rowe Price Value Fund, Inc. (Registrant)

By (Signature and Title) /s/ Joseph A. Carrier
Joseph A. Carrier, Vice-President
Date August 25, 2005

================================== VALUE FUND ==================================




ALCOA INC.

Ticker: AA		Security ID: 013817101
Meeting Date: APR 22, 2005		Meeting Type: Annual
Record Date: JAN 24, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph T. Gorman	For	For	Management
1.2	Elect Director Klaus Kleinfeld	For	For	Management
2	Ratify Auditors	For	For	Management



ALLTEL CORP.

Ticker: AT	Security ID: 020039103
Meeting Date: APR 21, 2005	Meeting Type: Annual
Record Date: FEB24, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John Belk	For	For	Management
1.2	Elect Director Gregory W. Penske	For	For	Management
1.3	Elect Director Warren A. Stephens	For	For	Management
2	Ratify Auditors	For	For	Management



ALTRIA GROUP, INC.

Ticker: MO	Security ID: 02209S103
Meeting Date: APR 28, 2005	Meeting Type: Annual
Record Date: MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Elizabeth E. Bailey	For	For	Management
1.2	Elect Director Harold Brown	For	For	Management
1.3	Elect Director Mathis Cabiallavetta	For	For	Management
1.4	Elect Director Louis C. Camilleri	For	For	Management
1.5	Elect Director J. Dudley Fishburn	For	For	Management
1.6	Elect Director Robert E. R. Huntley	For	For	Management
1.7	Elect Director Thomas W. Jones	For	Withhold	Management
1.8	Elect Director George Munoz	For	For	Management
1.9	Elect Director Lucio A. Noto	For	For	Management
1.10	Elect Director John S. Reed	For	For	Management
1.11	Elect Director Carlos Slim Helu	For	For	Management
1.12	Elect Director Stephen M. Wolf	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option	For	For	Management
	Plan
4	Ratify Auditors	For	For	Management
5	Eliminate Animal Testing	Against	Against	Shareholder
6	Product Warnings for Pregnant Women	Against	Against	Shareholder
7	Cease Use of Light and Ultra Light in	Against	Against	Shareholder
	Cigarette Marketing
8	Apply Fire Safety Standards for	Against	Against	Shareholder
	Cigarettes



AMERADA HESS CORP.

Ticker: AHC	Security ID: 023551104
Meeting Date: MAY 4, 2005	Meeting Type: Annual
Record Date: MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edith E. Holiday	For	For	Management
1.2	Elect Director John J. O' Connor	For	For	Management
1.3	Elect Director F. Borden Walker	For	For	Management
1.4	Elect Director Robert N. Wilson	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	Against	Shareholder



BAKER HUGHES INCORPORATED

Ticker: BHI	Security ID: 057224107
Meeting Date: APR 28, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Larry D. Brady	For	For	Management
1.2	Elect Director Clarence P. Cazalot, Jr.	For	For	Management
1.3	Elect Director Anthony G. Fernandes	For	For	Management
1.4	Elect Director J. Larry Nichols	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Act on Shareholder Resolutions that	Against	For	Shareholder
	Receive Majority Support



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: 084670108
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



BOSTON SCIENTIFIC CORP.

Ticker: BSX	Security ID: 101137107
Meeting Date: MAY 10, 2005	Meeting Type: Annual
Record Date: MAR 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ray J. Groves	For	For	Management
1.2	Elect Director Peter M. Nicholas	For	For	Management
1.3	Elect Director Warren B. Rudman	For	For	Management
1.4	Elect Director James R. Tobin	For	For	Management
2	Ratify Auditors	For	For	Management
3	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



BOWATER INC.

Ticker: BOW	Security ID: 102183100
Meeting Date: MAY 11, 2005	Meeting Type: Annual
Record Date: MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Francis J. Aguilar	For	Withhold	Management
1.2	Elect Director John A. Rolls	For	For	Management
1.3	Elect Director L. Jacques Menard	For	For	Management
2	Ratify Auditors	For	For	Management



BRISTOL-MYERS SQUIBB CO.

Ticker: BMY	Security ID: 110122108
Meeting Date: MAY 3, 2005	Meeting Type: Annual
Record Date: MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director V.D. Coffman	For	For	Management
1.2	Elect Director J.M. Cornelius	For	For	Management
1.3	Elect Director P.R. Dolan	For	For	Management
1.4	Elect Director E.V. Futter	For	For	Management
1.5	Elect Director L.V. Gershtner, Jr.	For	For	Management
1.6	Elect Director L. Johansson	For	For	Management
1.7	Elect Director L.W. Sullivan	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Articles to Eliminate Certain	For	For	Management
	Supermajority Vote Requirements
4	Report on Political Contributions	Against	Against	Shareholder
5	Report on Operational Impact of HIV/AIDS,	Against	Against	Shareholder
	TB, and Malaria Pandemic
6	Eliminate Animal Testing	Against	Against	Shareholder
7	Separate Chairman and CEO Positions	Against	For	Shareholder
8	Proposal Regarding Restatement Situations	Against	Against	Shareholder
9	Limit/Prohibit Awards to Executives	Against	For	Shareholder
10	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



CABLEVISION SYSTEMS CORP.

Ticker: CVC	Security ID: 12686C109
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: APR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles D. Ferris	For	Withhold	Management
1.2	Elect Director Richard H. Hochman	For	For	Management
1.3	Elect Director Victor Oristano	For	For	Management
1.4	Elect Director Vincent Tese	For	For	Management
1.5	Elect Director Thomas V. Reifenheiser	For	For	Management
1.6	Elect Director John R. Ryan	For	For	Management
2	Ratify Auditors	For	For	Management



CAMPBELL SOUP CO.

Ticker: CPB	Security ID: 134429109
Meeting Date: NOV 18, 2004	Meeting Type: Annual
Record Date: SEP 21, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John F. Brock	For	For	Management
1.2	Elect Director Edmund M. Carpenter	For	For	Management
1.3	Elect Director Paul R. Charron	For	For	Management
1.4	Elect Director Douglas R. Conant	For	For	Management
1.5	Elect Director Bennett Dorrance	For	For	Management
1.6	Elect Director Kent B. Foster	For	For	Management
1.7	Elect Director Harvey Golub	For	For	Management
1.8	Elect Director Randall W. Larrimore	For	For	Management
1.9	Elect Director Philip E. Lippincott	For	For	Management
1.10	Elect Director Mary Alice D. Malone	For	For	Management
1.11	Elect Director David C. Patterson	For	For	Management
1.12	Elect Director Charles R. Perrin	For	For	Management
1.13	Elect Director Donald M. Stewart	For	For	Management
1.14	Elect Director George Strawbridge, Jr.	For	For	Management
1.15	Elect Director Les C. Vinney	For	For	Management
1.16	Elect Director Charlotte C. Weber	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Executive Incentive Bonus Plan	For	For	Management



CARDINAL HEALTH, INC.

Ticker: CAH	Security ID: 14149Y108
Meeting Date: DEC 8, 2004	Meeting Type: Annual
Record Date: OCT 25, 2004	2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George H. Conrades	For	For	Management
1.2	Elect Director Robert L. Gerbig	For	For	Management
1.3	Elect Director Richard C. Notebaert	For	For	Management
2	Amend Executive Incentive Bonus Plan	For	For	Management
3	Declassify the Board of Directors	Against	For	Shareholder



CHARLES SCHWAB CORP., THE

Ticker: SCH	Security ID: 808513105
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank C. Herringer	For	For	Management
1.2	Elect Director Stephen T. McLin	For	Withhold	Management
1.3	Elect Director Charles R. Schwab	For	For	Management
1.4	Elect Director Roger O. Walther	For	For	Management
1.5	Elect Director Robert N. Wilson	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Declassify the Board of Directors	Against	For	Shareholder



CHIRON CORP.

Ticker: CHIR	Security ID: 170040109
Meeting Date: MAY 25, 2005	Meeting Type: Annual
Record Date: MAR 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lewis W. Coleman	For	For	Management
1.2	Elect Director J. Richard Fredericks	For	For	Management
1.3	Elect Director Paul L. Herrling	For	For	Management
1.4	Elect Director Howard H. Pien	For	For	Management
2	Ratify Auditors	For	For	Management



CIGNA CORP.

Ticker: CI	Security ID: 125509109
Meeting Date: APR 27, 2005	Meeting Type: Annual
Record Date: FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter N. Larson	For	For	Management
1.2	Elect Director Carol Cox Wait	For	For	Management
1.3	Elect Director William D. Zollars	For	For	Management
1.4	Elect Director Marilyn Ware	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management



CITIGROUP INC.

Ticker: C	Security ID: 172967101
Meeting Date: APR 19, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Michael Armstrong	For	For	Management
1.2	Elect Director Alain J.P. Belda	For	For	Management
1.3	Elect Director George David	For	For	Management
1.4	Elect Director Kenneth T. Derr	For	For	Management
1.5	Elect Director John M. Deutch	For	For	Management
1.6	Elect Director Roberto Hernandez Ramirez	For	For	Management
1.7	Elect Director Ann Dibble Jordan	For	For	Management
1.8	Elect Director Klaus Kleinfeld	For	For	Management
1.9	Elect Director Dudley C. Mecum	For	For	Management
1.10	Elect Director Anne Mulcahy	For	For	Management
1.11	Elect Director Richard D. Parsons	For	For	Management
1.12	Elect Director Charles Prince	For	For	Management
1.13	Elect Director Judith Rodin	For	For	Management
1.14	Elect Director Robert E. Rubin	For	For	Management
1.15	Elect Director Franklin A. Thomas	For	For	Management
1.16	Elect Director Sanford I. Weill	For	For	Management
1.17	Elect Director Robert B. Willumstad	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Limit/Prohibit Awards to Executives	Against	Against	Shareholder
5	Report on Political Contributions	Against	Against	Shareholder
6	Prohibit Chairman From Management Duties,	Against	Against	Shareholder
	Titles or Responsibilities
7	Limit Executive Compensation	Against	Against	Shareholder
8	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
9	Review/Limit Executive Compensation	Against	Against	Shareholder
10	Adopt Simple Majority Vote	Against	For	Shareholder



CLOROX COMPANY, THE

Ticker: CLX	Security ID: 189054109
Meeting Date: NOV 17, 2004	Meeting Type: Annual
Record Date: SEP 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel Boggan, Jr.	For	For	Management
1.2	Elect Director Tully M. Friedman	For	For	Management
1.3	Elect Director Christoph Henkel	For	For	Management
1.4	Elect Director William R. Johnson	For	For	Management
1.5	Elect Director Gerald E. Johnston	For	For	Management
1.6	Elect Director Robert W. Matschullat	For	For	Management
1.7	Elect Director Gary G. Michael	For	For	Management
1.8	Elect Director Klaus Morwind	For	For	Management
1.9	Elect Director Jan L. Murley	For	For	Management
1.10	Elect Director Lary R. Scott	For	For	Management
1.11	Elect Director Michael E. Shannon	For	For	Management
2	Approve Outside Director Stock	For	For	Management
	Awards/Options in Lieu of Cash
3	Ratify Auditors	For	For	Management



COCA-COLA COMPANY, THE

Ticker: KO	Security ID: 191216100
Meeting Date: APR 19, 2005	Meeting Type: Annual
Record Date: FEB 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Herbert A. Allen	For	For	Management
1.2	Elect Director Ronald W. Allen	For	For	Management
1.3	Elect Director Cathleen P. Black	For	For	Management
1.4	Elect Director Warren E. Buffett	For	For	Management
1.5	Elect Director Barry Diller	For	For	Management
1.6	Elect Director E. Neville Isdell	For	For	Management
1.7	Elect Director Donald R. Keough	For	For	Management
1.8	Elect Director Maria Elena Lagomasino	For	For	Management
1.9	Elect Director Donald F. McHenry	For	For	Management
1.10	Elect Director Sam Nunn	For	For	Management
1.11	Elect Director J. Pedro Reinhard	For	For	Management
1.12	Elect Director James D. Robinson III	For	For	Management
1.13	Elect Director Peter V. Ueberroth	For	For	Management
1.14	Elect Director James B. Williams	For	For	Management
2	Ratify Auditors	For	For	Management
3	Review Labor Rights in Columbia	Against	Against	Shareholder
4	Performance- Based/Indexed Options	Against	For	Shareholder
5	Submit Severance Agreement to Shareholder	Against	For	Shareholder
	Vote



COCA-COLA ENTERPRISES INC.

Ticker: CCE	Security ID: 191219104
Meeting Date: APR 29, 2005	Meeting Type: Annual
Record Date: MAR 2, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fernando Aguirre	For	For	Management
1.2	Elect Director James E. Copeland, Jr.	For	For	Management
1.3	Elect Director Irial Finan	For	For	Management
1.4	Elect Director Summerfield K. Johnston,	For	Withhold	Management
	III
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Limit Executive Compensation	Against	For	Shareholder
5	Performance- Based/Indexed Options	Against	For	Shareholder
6	Amendment of Governance Documents to	Against	For	Shareholder
	Require Election of Directors by Majority
	Vote
7	Performance and Time-Based Restricted	Against	Against	Shareholder
	Share Grant Program for Senior Executives



COMCAST CORP.

Ticker: CMCSA	Security ID: 20030N101
Meeting Date: JUN 1, 2005	Meeting Type: Annual
Record Date: MAR 24, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director S. Decker Anstrom	For	For	Management
1.2	Elect Director Kenneth J. Bacon	For	For	Management
1.3	Elect Director Sheldon M. Bonovitz	For	For	Management
1.4	Elect Director Edward D. Breen	For	For	Management
1.5	Elect Director Julian A. Brodsky	For	For	Management
1.6	Elect Director Joseph L. Castle, II	For	Withhold	Management
1.7	Elect Director Joseph J. Collins	For	For	Management
1.8	Elect Director J. Michael Cook	For	For	Management
1.9	Elect Director Brian L. Roberts	For	For	Management
1.10	Elect Director Ralph J. Roberts	For	For	Management
1.11	Elect Director Dr. Judith Rodin	For	For	Management
1.12	Elect Director Michael I. Sovern	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Restricted Stock Plan	For	For	Management
4	Report on Political Contributions	Against	Against	Shareholder
5	Separate Chairman and CEO Positions	Against	Against	Shareholder
6	Submit Shareholder Rights Plan (Poison	Against	For	Shareholder
	Pill) to Shareholder Vote
7	Approve Recapitalization Plan	Against	For	Shareholder



COMERICA INC.

Ticker: CMA	Security ID: 200340107
Meeting Date: MAY 17, 2005	Meeting Type: Annual
Record Date: MAR 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph J. Buttigieg, III	For	For	Management
1.2	Elect Director J. Philip DiNapoli	For	For	Management
1.3	Elect Director Roger Fridholm	For	For	Management
1.4	Elect Director Alfred A. Piergallini	For	For	Management
1.5	Elect Director Patricia M. Wallington	For	For	Management
1.6	Elect Director Gail L. Warden	For	For	Management
2	Ratify Auditors	For	For	Management



CONOCOPHILLIPS

Ticker: COP	Security ID: 20825C104
Meeting Date: MAY 5, 2005	Meeting Type: Annual
Record Date: MAR 10, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J.J. Mulva	For	For	Management
1.2	Elect Director Norman R. Augustine	For	For	Management
1.3	Elect Director Larry D. Horner	For	For	Management
1.4	Elect Director Charles C. Krulak	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder
4	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors




COOPER INDUSTRIES LTD

Ticker: CBE		Security ID: G24182100
Meeting Date: APR 26, 2005		Meeting Type: Annual
Record Date: MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R.M. Devlin	For	For	Management
1.2	Elect Director L.A. Hill	For	For	Management
1.3	Elect Director J.J. Postl	For	For	Management
1.4	Elect Director H.J. Riley, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	SHAREHOLDER PROPOSAL REQUESTING COOPER TO	Against	Against	Shareholder
	IMPLEMENT A CODE OF CONDUCT BASED ON
	INTERNATIONAL LABOR ORGANIZATION HUMAN
	RIGHTS STANDARDS.



CSX CORP.

Ticker: CSX	Security ID: 126408103
Meeting Date: MAY 4, 2005	Meeting Type: Annual
Record Date: MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E.E. Bailey	For	For	Management
1.2	Elect Director J.B. Breaux	For	For	Management
1.3	Elect Director E.J. Kelly, III	For	For	Management
1.4	Elect Director R.D. Kunisch	For	For	Management
1.5	Elect Director S.J. Morcott	For	For	Management
1.6	Elect Director D.M. Ratcliff	For	For	Management
1.7	Elect Director C.E. Rice	For	For	Management
1.8	Elect Director W.C. Richardson	For	For	Management
1.9	Elect Director F.S. Royal	For	For	Management
1.10	Elect Director D.J. Shepard	For	For	Management
1.11	Elect Director M.J. Ward	For	For	Management
2	Ratify Auditors	For	For	Management
3	Subject Non-Deductible Executive	Against	Against	Shareholder
	Compensation to Shareholder Vote
4	Adopt Simple Majority Vote Requirement	Against	For	Shareholder



CVS CORPORATION

Ticker: CVS	Security ID: 126650100
Meeting Date: MAY 12, 2005	Meeting Type: Annual
Record Date: MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Don Cornwell	For	For	Management
1.2	Elect Director Thomas P. Gerrity	For	For	Management
1.3	Elect Director Stanley P. Goldstein	For	For	Management
1.4	Elect Director Marian L. Heard	For	For	Management
1.5	Elect Director William H. Joyce	For	Withhold	Management
1.6	Elect Director Terrence Murray	For	For	Management
1.7	Elect Director Sheli Z. Rosenberg	For	For	Management
1.8	Elect Director Thomas M. Ryan	For	For	Management
1.9	Elect Director Alfred J. Verrecchia	For	For	Management
2	Ratify Auditors	For	For	Management
3	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
4	Performance- Based/Indexed Options	Against	Against	Shareholder
5	Review/Limit Executive Compensation	Against	Against	Shareholder



DELTA AIR LINES, INC.

Ticker: DAL	Security ID: 247361108
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: MAR 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward H. Budd	For	For	Management
1.2	Elect Director David R. Goode	For	For	Management
1.3	Elect Director Gerald Grinstein	For	For	Management
1.4	Elect Director Arthur E. Johnson	For	For	Management
1.5	Elect Director Karl J. Krapek	For	For	Management
1.6	Elect Director Paula Rosput Reynolds	For	For	Management
1.7	Elect Director John F. Smith, Jr.	For	For	Management
1.8	Elect Director Joan E. Spero	For	For	Management
1.9	Elect Director Kenneth B. Woodrow	For	For	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Adopt Policy to Prohibit Discrimination	Against	Against	Shareholder
	based on Sexual Orientation
5	Limit Executive Compensation	Against	Against	Shareholder
6	Company-Specific--Compensation-Related	Against	Against	Shareholder
7	Company-Specific--Compensation-Related	Against	Against	Shareholder
8	Provide for Cumulative Voting	Against	Against	Shareholder
9	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



DOW JONES & CO., INC.

Ticker: DJ	Security ID: 260561105
Meeting Date: APR 20, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Irvin O. Hockaday, Jr.	For	For	Management
1.2	Elect Director Vernon Jordan, Jr.	For	For	Management
1.3	Elect Director M. Peter McPherson	For	For	Management
1.4	Elect Director William C. Steere	For	For	Management
1.5	Elect Director Christopher Bancroft	For	For	Management
1.6	Elect Director Lewis B. Campbell	For	For	Management
1.7	Elect Director Michael B. Elefante	For	For	Management
1.8	Elect Director Leslie Hill	For	For	Management
1.9	Elect Director Peter R. Kann	For	For	Management
1.10	Elect Director Elizabeth Steele	For	For	Management
1.11	Elect Director Dieter Von Holtzbrinck	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Amend Certificate to Reduce Automatic	For	Against	Management
	Conversion Threshold for Class B Common
	Stock
5	Amend Articles/Bylaws/Charter-Non-Routine	For	For	Management
6	Fix Number of Directors	For	For	Management
7	Separate Chairman and CEO Positions	Against	For	Shareholder



DUKE ENERGY CORP.

Ticker: DUK	Security ID: 264399106
Meeting Date: MAY 12, 2005	Meeting Type: Annual
Record Date: MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Roger Agnelli	For	For	Management
1.2	Elect Director G. Alex Bernhardt, Sr.	For	For	Management
1.3	Elect Director Dennis R. Hendrix	For	For	Management
1.4	Elect Director A. Max Lennon	For	For	Management
2	Declassify the Board of Directors	For	For	Management
3	Ratify Auditors	For	For	Management



E.I. DU PONT DE NEMOURS &	CO.

Ticker: DD	Security ID: 263534109
Meeting Date: APR 27, 2005	Meeting Type: Annual
Record Date: MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alain J.P. Belda	For	For	Management
1.2	Elect Director Richard H. Brown	For	For	Management
1.3	Elect Director Curtis J. Crawford	For	For	Management
1.4	Elect Director John T. Dillon	For	For	Management
1.5	Elect Director Louisa C. Duemling	For	For	Management
1.6	Elect Director Charles O. Holliday, Jr.	For	For	Management
1.7	Elect Director Lois D. Juliber	For	For	Management
1.8	Elect Director Masahisa Naitoh	For	For	Management
1.9	Elect Director William K. Reilly	For	For	Management
1.10	Elect Director H. Rodney Sharp, III	For	For	Management
1.11	Elect Director Charles M. Vest	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Government Service of Employees	Against	Against	Shareholder
4	Implement ILO Code of Conduct	Against	Against	Shareholder
5	Executive Compensation	Against	Against	Shareholder
6	Eliminate Animal Testing	Against	Against	Shareholder
7	Report on Genetically Modified Organisms	Against	Against	Shareholder
8	Performance- Based/Indexed Options	Against	Against	Shareholder
9	Report on PFOA Chemical Remediation	Against��	Against	Shareholder



EASTMAN KODAK CO.

Ticker: EK	Security ID: 277461109
Meeting Date: MAY 11, 2005	Meeting Type: Annual
Record Date: MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard S. Braddock	For	For	Management
1.2	Elect Director Daniel A. Carp	For	For	Management
1.3	Elect Director Durk I. Jager	For	For	Management
1.4	Elect Director Debra L. Lee	For	For	Management
1.5	Elect Director Antonio M. Perez	For	For	Management
1.6	Elect Director Michael J. Hawley	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Amend Executive Incentive Bonus Plan	For	For	Management
5	Declassify the Board of Directors	For	For	Management
6	Amend Articles	For	For	Management
7	Amend Articles	For	For	Management



EATON CORP.

Ticker: ETN	Security ID: 278058102
Meeting Date: APR 27, 2005	Meeting Type: Annual
Record Date: FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ned C. Lautenbach	For	For	Management
1.2	Elect Director John R. Miller	For	For	Management
1.3	Elect Director Gregory R. Page	For	For	Management
1.4	Elect Director Victor A. Pelson	For	For	Management
2	Ratify Auditors	For	For	Management



EXXON MOBIL CORP.

Ticker: XOM	Security ID: 30231G102
Meeting Date: MAY 25, 2005	Meeting Type: Annual
Record Date: APR 6, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Boskin	For	For	Management
1.2	Elect Director William W. George	For	For	Management
1.3	Elect Director James R. Houghton	For	For	Management
1.4	Elect Director William R. Howell	For	For	Management
1.5	Elect Director Reatha Clark King	For	For	Management
1.6	Elect Director Philip E. Lippincott	For	For	Management
1.7	Elect Director Henry A. McKinnell, Jr.	For	For	Management
1.8	Elect Director Marilyn Carlson Nelson	For	For	Management
1.9	Elect Director Lee R. Raymond	For	For	Management
1.10	Elect Director Walter V. Shipley	For	For	Management
1.11	Elect Director Rex W. Tillerson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Political Contributions/Activities	Against	Against	Shareholder
4	Review/Limit Executive Compensation	Against	Against	Shareholder
5	Nominate Independent Directors with	Against	Against	Shareholder
	Industry Experience
6	Report on Payments to Indonesian Military	Against	Against	Shareholder
7	Adopt Policy Prohibiting Discrimination	Against	For	Shareholder
	based on Sexual Orientation
8	Report on Potential Damage of Drilling in	Against	Against	Shareholder
	Protected Regions
9	Disclose Information Supporting the	Against	Against	Shareholder
	Company Position on Climate Change
10	Report on Company Policies for Compliance	Against	Against	Shareholder
	with the Kyoto Protocol



FAIRMONT HOTELS &

Ticker: FHR.	Security ID: 305204109
Meeting Date: MAY 3, 2005	Meeting Type: Annual/Special
Record Date: MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Stephen E. Bachand, Terence P.	For	For	Management
	Badour, William R. Fatt, Peter C. Godsoe,
	Michael J. Kowalski, David P. O'Brien,
	Karen M. Rose, John L. Sharpe, L. Peter
	Sharpe, and Robert S. Singer as Directors
2	Ratify PricewaterhouseCoopers LLP as	For	For	Management
	Auditors
3	Approve the Amended and Restated Rights	For	For	Management
	Plan (Poison Pill)



FAMILY DOLLAR STORES, INC.

Ticker: FDO	Security ID: 307000109
Meeting Date: JAN 20, 2005	Meeting Type: Annual
Record Date: NOV 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark R. Bernstein	For	For	Management
1.2	Elect Director Sharon Allred Decker	For	For	Management
1.3	Elect Director Edward C. Dolby	For	For	Management
1.4	Elect Director Glenn A. Eisenberg	For	For	Management
1.5	Elect Director Howard R. Levine	For	For	Management
1.6	Elect Director George R. Mahoney, Jr.	For	For	Management
1.7	Elect Director James G. Martin	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management



FIRST DATA CORP.

Ticker: FDC	Security ID: 319963104
Meeting Date: MAY 11, 2005	Meeting Type: Annual
Record Date: MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alison Davis	For	For	Management
1.2	Elect Director James D. Robinson III	For	For	Management
1.3	Elect Director Bernard L. Schwartz	For	For	Management
1.4	Elect Director Arthur F. Weinbach	For	For	Management
2	Amend Qualified Employee Stock Purchase	For	For	Management
	Plan
3	Amend Executive Incentive Bonus Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Report on Outsourcing	Against	Against	Shareholder
6	Amend Director/Officer	Against	Against	Shareholder
	Liability/Indemnifications Provisions



FIRSTENERGY CORPORATION

Ticker: FE	Security ID: 337932107
Meeting Date: MAY 17, 2005	Meeting Type: Annual
Record Date: MAR 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anthony J. Alexander	For	For	Management
1.2	Elect Director Russell W. Maier	For	For	Management
1.3	Elect Director Robert N. Pokelwaldt	For	For	Management
1.4	Elect Director Wes M. Taylor	For	For	Management
1.5	Elect Director Jesse T. Williams, Sr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Political Contributions	Against	Against	Shareholder
4	Amend Vote Requirements to Amend	Against	For	Shareholder
	Articles/Bylaws/Charter
5	Performance- Based/Indexed Options	Against	Against	Shareholder



FORTUNE BRANDS, INC.

Ticker: FO	Security ID: 349631101
Meeting Date: APR 26, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas C. Hays	For	For	Management
1.2	Elect Director Pierre E. Leroy	For	For	Management
1.3	Elect Director Gordon R. Lohman	For	For	Management
1.4	Elect Director J. Christopher Reyes	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Stock	For	For	Management
	Option Plan



FRANKLIN RESOURCES, INC.

Ticker: BEN	Security ID: 354613101
Meeting Date: JAN 25, 2005	Meeting Type: Annual
Record Date: NOV 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Samuel H. Armacost	For	For	Management
1.2	Elect Director Harmon E. Burns	For	For	Management
1.3	Elect Director Charles Crocker	For	For	Management
1.4	Elect Director Robert D. Joffe	For	For	Management
1.5	Elect Director Charles B. Johnson	For	For	Management
1.6	Elect Director Rupert H. Johnson, Jr.	For	For	Management
1.7	Elect Director Thomas H. Kean	For	For	Management
1.8	Elect Director Chutta Ratnathicam	For	For	Management
1.9	Elect Director Peter M. Sacerdote	For	For	Management
1.10	Elect Director Anne M. Tatlock	For	For	Management
1.11	Elect Director Louis E. Woodworth	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Increase Authorized Common Stock	For	For	Management



FREDDIE MAC

Ticker: FRE	Security ID: 313400301
Meeting Date: NOV 4, 2004	Meeting Type: Annual
Record Date: SEP 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara T. Alexander	For	For	Management
1.2	Elect Director Geoffrey T. Boisi	For	For	Management
1.3	Elect Director Michelle Engler	For	For	Management

1.4	Elect Director Richard Karl Goeltz	For	For	Management
1.5	Elect Director Thomas S. Johnson	For	For	Management
1.6	Elect Director William M. Lewis, Jr.	For	For	Management
1.7	Elect Director John B. Mccoy	For	For	Management
1.8	Elect Director Eugene M. Mcquade	For	For	Management
1.9	Elect Director Shaun F. O'Malley	For	For	Management
1.10	Elect Director Ronald F. Poe	For	For	Management
1.11	Elect Director Stephen A. Ross	For	For	Management
1.12	Elect Director Richard F. Syron	For	For	Management
1.13	Elect Director William J. Turner	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Amend Employee Stock Purchase Plan	For	For	Management



FREESCALE SEMICONDUCTOR, INC.

Ticker: FSL	Security ID: 35687M206
Meeting Date: APR 29, 2005	Meeting Type: Annual
Record Date: MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director H. Raymond Bingham	For	For	Management
1.2	Elect Director Stephen P. Kaufman	For	For	Management
2	Amend Articles	For	For	Management
3	Amend Bylaws	For	For	Management
4	Approve Omnibus Stock Plan	For	Against	Management
5	Ratify Auditors	For	For	Management



GENERAL ELECTRIC CO.

Ticker: GE	Security ID: 369604103
Meeting Date: APR 27, 2005	Meeting Type: Annual
Record Date: FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.	For	For	Management
1.2	Elect Director William M. Castell	For	For	Management
1.3	Elect Director Dennis D. Dammerman	For	For	Management
1.4	Elect Director Ann M. Fudge	For	For	Management
1.5	Elect Director Claudio X. Gonzalez	For	Withhold	Management
1.6	Elect Director Jeffrey R. Immelt	For	For	Management
1.7	Elect Director Andrea Jung	For	For	Management
1.8	Elect Director Alan G. Lafley	For	For	Management
1.9	Elect Director Ralph S. Larsen	For	For	Management
1.10	Elect Director Rochelle B. Lazarus	For	For	Management
1.11	Elect Director Sam Nunn	For	For	Management
1.12	Elect Director Roger S. Penske	For	For	Management
1.13	Elect Director Robert J. Swieringa	For	For	Management
1.14	Elect Director Douglas A. Warner III	For	For	Management
1.15	Elect Director Robert C. Wright	For	For	Management
2	Ratify Auditors	For	For	Management
3	Provide for Cumulative Voting	Against	Against	Shareholder
4	Report on Nuclear Fuel Storage Risks	Against	Against	Shareholder
5	Report on PCB Clean-up Costs	Against	Against	Shareholder
6	Adopt Policy on Overboarded Directors	Against	For	Shareholder
7	Prepare a Sustainability Report	Against	Against	Shareholder
8	Political Contributions/Activities	Against	Against	Shareholder
9	Eliminate Animal Testing	Against	Against	Shareholder



GENERAL MILLS, INC.

Ticker: GIS	Security ID: 370334104
Meeting Date: SEP 27, 2004	Meeting Type: Annual
Record Date: JUL 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen R. Demeritt	For	For	Management
1.2	Elect Director Livio D. Desimone	For	For	Management
1.3	Elect Director William T. Esrey	For	For	Management
1.4	Elect Director Raymond V. Gilmartin	For	For	Management
1.5	Elect Director Judith R. Hope	For	For	Management
1.6	Elect Director Robert L. Johnson	For	Withhold	Management
1.7	Elect Director Heidi G. Miller	For	For	Management
1.8	Elect Director H. Ochoa-Brillembourg	For	For	Management
1.9	Elect Director Michael D. Rose	For	For	Management
1.10	Elect Director Stephen W. Sanger	For	For	Management
1.11	Elect Director A. Michael Spence	For	For	Management
1.12	Elect Director Dorothy A. Terrell	For	For	Management
2	Ratify Auditors	For	For	Management
3	Establish Range For Board Size	For	For	Management



GENERAL MOTORS CORP.

Ticker: GM	Security ID: 370442105
Meeting Date: JUN 7, 2005	Meeting Type: Annual
Record Date: APR 8, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Percy N. Barnevik	For	For	Management
1.2	Elect Director Erskine B. Bowles	For	For	Management
1.3	Elect Director John H. Bryan	For	For	Management
1.4	Elect Director Armando M. Codina	For	For	Management
1.5	Elect Director George M.C. Fisher	For	For	Management
1.6	Elect Director Karen Katen	For	For	Management
1.7	Elect Director Kent Kresa	For	For	Management
1.8	Elect Director Ellen J. Kullman	For	For	Management
1.9	Elect Director Philip A. Laskawy	For	For	Management
1.10	Elect Director E. Stanley O'Neal	For	For	Management
1.11	Elect Director Eckhard Pfeiffer	For	For	Management
1.12	Elect Director G. Richard Wagoner, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Prohibit Awards to Executives	Against	Against	Shareholder
4	Provide for Cumulative Voting	Against	For	Shareholder
5	Report on Greenhouse Gas Emissions	Against	Against	Shareholder
6	Submit Severance Agreement	Against	Against	Shareholder
	(Change-in-Control) to Shareholder Vote
7	Adopt Simple Majority Vote Requirement	Against	Against	Shareholder
	for All Issues



GENWORTH FINL INC

Ticker: GNW	Security ID: 37247D106
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank J. Borelli	For	For	Management
1.2	Elect Director Michael D. Fraizer	For	For	Management
1.3	Elect Director J. Robert 'bob' Kerrey	For	For	Management
1.4	Elect Director Thomas B. Wheeler	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management



HARLEY-DAVIDSON, INC.

Ticker: HDI	Security ID: 412822108
Meeting Date: APR 30, 2005	Meeting Type: Annual
Record Date: MAR 9, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George H. Conrades	For	For	Management
1.2	Elect Director Sara L. Levinson	For	For	Management
1.3	Elect Director George L. Miles, Jr.	For	For	Management
2	Approve/Amend Employee Incentive Bonus	For	For	Management
	Plan
3	Ratify Auditors	For	For	Management



HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker: HIG	Security ID: 416515104
Meeting Date: MAY 18, 2005	Meeting Type: Annual
Record Date: MAR 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ramani Ayer	For	For	Management
1.2	Elect Director Ronald E. Ferguson	For	For	Management
1.3	Elect Director Edward J. Kelly, III	For	For	Management
1.4	Elect Director Paul G. Kirk, Jr.	For	For	Management
1.5	Elect Director Thomas M. Marra	For	For	Management
1.6	Elect Director Gail J. McGovern	For	For	Management
1.7	Elect Director Michael G. Morris	For	For	Management
1.8	Elect Director Robert W. Selander	For	For	Management
1.9	Elect Director Charles B. Strauss	For	For	Management
1.10	Elect Director H. Patrick Swygert	For	For	Management
1.11	Elect Director David K. Zwiener	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Amend Executive Incentive Bonus Plan	For	For	Management



HASBRO, INC.

Ticker: HAS	Security ID: 418056107
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: MAR 31, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Basil L. Anderson	For	For	Management
1.2	Elect Director Alan R. Batkin	For	For	Management
1.3	Elect Director Frank J. Biondi, Jr.	For	For	Management
1.4	Elect Director John M. Connors, Jr.	For	For	Management
1.5	Elect Director E. Gordon Gee	For	For	Management
1.6	Elect Director Jack M. Greenberg	For	For	Management
1.7	Elect Director Alan G. Hassenfeld	For	For	Management
1.8	Elect Director Claudine B. Malone	For	For	Management
1.9	Elect Director Edward M. Philip	For	For	Management
1.10	Elect Director Eli J. Segal	For	For	Management
1.11	Elect Director Paula Stern	For	For	Management
1.12	Elect Director Alfred J. Verrecchia	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Adopt ILO Based Code of Conduct	Against	Against	Shareholder



HEINEKEN NV

Ticker:	Security ID: NL0000009165
Meeting Date: APR 20, 2005	Meeting Type: Annual
Record Date: APR 13, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Receive Report of Management Board	None	None	Management
2	Approve Financial Statements and	For	For	Management
	Statutory Reports
3	Receive Explanation of Company's Reserves	None	None	Management
	and Dividend Policy
4	Approve Allocation of Income and	For	For	Management
	Dividends
5	Approve Discharge of Executive Board	For	For	Management
6	Approve Discharge of Supervisory Board	For	For	Management
7	Amend Articles to Reflect Recommendations	For	For	Management
	of Dutch Corporate Governance Code and
	Amendments to Book 2 of Dutch Civil Code
	on Two-tiered Company Regime
8	Approve Remuneration Report Containing	For	For	Management
	Remuneration Policy for Executive Board
	Members
9	Approve Long-Term Incentive Plan for	For	For	Management
	Executive Board
10	Authorize Repurchase of Up to Ten Percent	For	For	Management
	of Issued Share Capital
11	Grant Board Authority to Issue Authorized	For	For	Management

	Yet Unissued Shares Up to Ten Percent
	Restricting/Excluding Preemptive Rights
12.1A	Reelect Maarten Das to Supervisory Board	For	For	Management
12.1B	Elect Ruud Overgaauw to Supervisory Board	Against	Against	Management
12.2A	Reelect Jan Michiel Hessels to	For	For	Management
	Supervisory Board
12.2B	Elect Jos Buijs to Supervisory Board	Against	Against	Management
13	Approve Remuneration of Supervisory Board	For	For	Management
14	Discussion about Company's Corporate	None	None	Management
	Governance Code
15	Approve English as Official Language of	For	For	Management
	Annual Report



HERCULES INC.

Ticker: HPC	Security ID: 427056106
Meeting Date: JUN 16, 2005	Meeting Type: Annual
Record Date: APR 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anna Cheng Catalano	For	For	Management
1.2	Elect Director Burton M. Joyce	For	For	Management
1.3	Elect Director Jeffrey M. Lipton	For	For	Management
1.4	Elect Director John K. Wulff	For	For	Management
2	Ratify Auditors	For	For	Management



HEWLETT-PACKARD CO.

Ticker: HPQ	Security ID: 428236103
Meeting Date: MAR 16, 2005	Meeting Type: Annual
Record Date: JAN 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director L.T. Babbio, Jr.	For	For	Management
1.2	Elect Director P.C. Dunn	For	For	Management
1.3	Elect Director R.A. Hackborn	For	For	Management
1.4	Elect Director G.A. Keyworth	For	For	Management
1.5	Elect Director R.E. Knowling, Jr.	For	For	Management
1.6	Elect Director T.J. Perkins	For	For	Management
1.7	Elect Director R.L. Ryan	For	For	Management
1.8	Elect Director L.S. Salhany	For	For	Management
1.9	Elect Director R.P. Wayman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management



HONEYWELL INTERNATIONAL, INC.

Ticker: HON	Security ID: 438516106
Meeting Date: APR 25, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Marshall N. Carter	For	For	Management
1.2	Elect Director David M. Cote	For	For	Management
1.3	Elect Director Bradley T. Sheares	For	For	Management
1.4	Elect Director John R. Stafford	For	For	Management
1.5	Elect Director Michael W. Wright	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Amend the Certificate of Incorporation	For	For	Management
	and By-laws
5	Establish Other Board Committee	Against	For	Shareholder
6	Separate Chairman and CEO Positions	Against	For	Shareholder
7	Report on Pay Disparity	Against	Against	Shareholder
8	Performance- Based/Indexed Options	Against	Against	Shareholder
9	Approve Commonsense Executive	Against	Against	Shareholder
	Compensation Framework



INTEL CORP.

Ticker: INTC	Security ID: 458140100
Meeting Date: MAY 18, 2005	Meeting Type: Annual
Record Date: MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Craig R. Barrett	For	For	Management
1.2	Elect Director Charlene Barshefsky	For	For	Management
1.3	Elect Director E. John P. Browne	For	For	Management
1.4	Elect Director D. James Guzy	For	For	Management
1.5	Elect Director Reed E. Hundt	For	For	Management
1.6	Elect Director Paul S. Otellini	For	For	Management
1.7	Elect Director David S. Pottruck	For	For	Management
1.8	Elect Director Jane E. Shaw	For	For	Management
1.9	Elect Director John L. Thornton	For	For	Management
1.10	Elect Director David B. Yoffie	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Amend Executive Incentive Bonus Plan	For	For	Management



INTERNATIONAL PAPER CO.

Ticker: IP	Security ID: 460146103
Meeting Date: MAY 10, 2005	Meeting Type: Annual
Record Date: MAR 17, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert M. Amen	For	For	Management
1.2	Elect Director Samir G. Gibara	For	For	Management
1.3	Elect Director Charles R. Shoemate	For	For	Management
1.4	Elect Director William G. Walter	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder



JOHNSON & JOHNSON

Ticker: JNJ	Security ID: 478160104
Meeting Date: APR 28, 2005	Meeting Type: Annual
Record Date: MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mary Sue Coleman	For	For	Management
1.2	Elect Director James G. Cullen	For	For	Management
1.3	Elect Director Robert J. Darretta	For	For	Management
1.4	Elect Director Michael M. E. Johns	For	For	Management
1.5	Elect Director Ann Dibble Jordan	For	For	Management
1.6	Elect Director Arnold G. Langbo	For	For	Management
1.7	Elect Director Susan L. Lindquist	For	For	Management
1.8	Elect Director Leo F. Mullin	For	For	Management
1.9	Elect Director Christine A. Poon	For	For	Management
1.10	Elect Director Steven S. Reinemund	For	For	Management
1.11	Elect Director David Satcher	For	For	Management
1.12	Elect Director William C. Weldon	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management



JPMORGAN CHASE & CO.

Ticker: JPM	Security ID: 46625H100
Meeting Date: MAY 17, 2005	Meeting Type: Annual
Record Date: MAR 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Director Hans W. Becherer	For	For	Management
1.2	Elect Director Director John H. Biggs	For	For	Management
1.3	Elect Director Director Lawrence A.	For	For	Management
	Bossidy
1.4	Elect Director Director Stephen B. Burke	For	For	Management
1.5	Elect Director Director James S. Crown	For	For	Management
1.6	Elect Director Director James Dimon	For	For	Management
1.7	Elect Director Director Ellen V. Futter	For	For	Management
1.8	Elect Director Director William H. Gray,	For	For	Management
	III
1.9	Elect Director Director William B.	For	For	Management
	Harrison, Jr
1.10	Elect Director Director Laban P.	For	For	Management
	Jackson, Jr.
1.11	Elect Director Director John W. Kessler	For	For	Management
1.12	Elect Director Director Robert I. Lipp	For	For	Management
1.13	Elect Director Director Richard A.	For	For	Management
	Manoogian
1.14	Elect Director Director David C. Novak	For	For	Management
1.15	Elect Director Director Lee R. Raymond	For	For	Management
1.16	Elect Director Director William C.	For	For	Management
	Weldon
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	Against	Management
4	Establish Term Limits for Directors	Against	Against	Shareholder
5	Separate Chairman and CEO Positions	Against	For	Shareholder
6	Limit Executive Compensation	Against	Against	Shareholder
7	Adopt Executive Benefit Policy	Against	For	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	For	Shareholder
4	Submit Severance Agreement	Against	For	Shareholder
	(Change-in-Control) to Shareholder Vote



LIBERTY GLOBAL INC.

Ticker: LBTYA	Security ID: 530719103
Meeting Date: JUN 14, 2005	Meeting Type: Annual
Record Date: MAY 3, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement	For	For	Management
2.1	Elect Directors David E. Rapley	For	For	Management
2.2	Elect Directors Larry E. Romrell	For	For	Management
3	Approve Omnibus Stock Plan	For	Against	Management
4	Ratify Auditors	For	For	Management



LIBERTY MEDIA CORP.

Ticker: L	Security ID: 530718105
Meeting Date: JUN 8, 2005	Meeting Type: Annual
Record Date: APR 26, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David E. Rapley	For	For	Management
1.2	Elect Director Larry E. Romrell	For	For	Management
2	Ratify Auditors	For	For	Management



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	Against	For	Shareholder
	for All Issues
6	Report on Pay Disparity	Against	Against	Shareholder
7	and amend its code of conduct and	Against	Against	Shareholder
	policies related to bidding Review Code
	of Conduct on Military Contracts



MARSH & MCLENNAN COMPANIES, INC.

Ticker: MMC	Security ID: 571748102
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael G. Cherkasky	For	For	Management
1.2	Elect Director Stephen R. Hardis	For	For	Management
1.3	Elect Director The Rt. Hon. Lord Lang of	For	For	Management
	Monkton, DL
1.4	Elect Director Morton O. Schapiro	For	For	Management
1.5	Elect Director Adele Simmons	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Option Exchange Program	For	For	Management
4	Limit Executive Compensation	Against	Against	Shareholder
5	Request That the Board of Directors Adopt	Against	For	Shareholder
	an Executive Compensation Policy That All
	Future Stock Option Grants to Senior
	Executives Shall be Performance-Based
6	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



MCDONALD'S CORP.

Ticker: MCD	Security ID: 580135101
Meeting Date: MAY 11, 2005	Meeting Type: Annual
Record Date: MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hall Adams, Jr.	For	For	Management
1.2	Elect Director Cary D. McMillan	For	For	Management
1.3	Elect Director Michael J. Roberts	For	For	Management
1.4	Elect Director James A. Skinner	For	For	Management
1.5	Elect Director Anne-Marie Slaughter	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Genetically Modified Organisms	Against	Against	Shareholder



MCI INC.

Ticker: MCIP	Security ID: 552691107
Meeting Date: MAY 16, 2005	Meeting Type: Annual
Record Date: APR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director N. Katzenbach	For	For	Management
1.2	Elect Director D. Beresford	For	For	Management
1.3	Elect Director M. Capellas	For	For	Management
1.4	Elect Director W. Gregory	For	For	Management
1.5	Elect Director J. Haberkorn	For	For	Management
1.6	Elect Director L. Harris	For	Withhold	Management
1.7	Elect Director E. Holder	For	For	Management
1.8	Elect Director M. Neporent	For	For	Management
1.9	Elect Director C. Rogers, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management



MEADWESTVACO CORP.

Ticker: MWV	Security ID: 583334107
Meeting Date: APR 26, 2005	Meeting Type: Annual
Record Date: MAR 1,	2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael E. Campbell	For	For	Management
1.2	Elect Director Dr. Thomas W. Cole,Jr.	For	For	Management
1.3	Elect Director Duane E. Collins	For	For	Management
1.4	Elect Director Susan J. Kropf	For	For	Management
1.5	Elect Director J. Lawrence Wilson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



MEDIMMUNE, INC.

Ticker: MEDI	Security ID: 584699102
Meeting Date: MAY	19, 2005 Meeting Type: Annual
Record Date: MAR	31, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Wayne T. Hockmeyer, Ph.D.	For	For	Management
1.2	Elect Director David M. Mott	For	For	Management
1.3	Elect Director David Baltimore, Ph.D.	For	For	Management
1.4	Elect Director M. James Barrett, Ph.D.	For	Withhold	Management
1.5	Elect Director James H. Cavanaugh, Ph.D.	For	Withhold	Management
1.6	Elect Director Barbara Hackman Franklin	For	Withhold	Management
1.7	Elect Director Gordon S. Macklin	For	Withhold	Management
1.8	Elect Director George M. Miline, Jr.,	For	For	Management
	Ph.D.
1.9	Elect Director Elizabeth H.S. Wyatt	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management



MEDTRONIC, INC.

Ticker: MDT		Security ID: 585055106
Meeting Date: AUG 26, 2004		Meeting Type: Annual
Record Date: JUL 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William R. Brody, M.D.,	For	For	Management
	Ph.D.
1.2	Elect Director Arthur D. Collins, Jr.	For	For	Management
1.3	Elect Director Antonio M. Gotto, Jr.,	For	For	Management
	M.D., D. Phil.
2	Ratify Auditors	For	For	Management
3	Charitable Contributions	Against	Against	Shareholder



MELLON FINANCIAL CORP.

Ticker: EL	Security ID: 58551A108
Meeting Date: APR 19, 2005	Meeting Type: Annual
Record Date: FEB 11, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ruth E. Bruch	For	Withhold	Management
1.2	Elect Director Steven G. Elliott	For	Withhold	Management
1.3	Elect Director Edmund F. Kelly	For	For	Management
1.4	Elect Director Robert Mehrabian	For	For	Management
1.5	Elect Director Wesley W. Von Schack	For	For	Management
2	Ratify Auditors	For	For	Management



MERCK & CO., INC.

Ticker: MRK	Security ID: 589331107
Meeting Date: APR 26, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Rochelle B. Lazarus	For	For	Management
1.2	Elect Director William G. Bowen	For	For	Management
1.3	Elect Director Raymond V. Gilmartin	For	For	Management
1.4	Elect Director Thomas E. Shenk	For	For	Management
1.5	Elect Director Anne M. Tatlock	For	For	Management
1.6	Elect Director Samuel O. Thier	For	For	Management
1.7	Elect Director Wendell P. Weeks	For	For	Management
1.8	Elect Director Peter C. Wendell	For	For	Management
2	Ratify Auditors	For	For	Management
3	Prohibit Awards to Executives	Against	Against	Shareholder
4	Limit Executive Compensation	Against	Against	Shareholder
5	Eliminate Animal Testing	Against	Against	Shareholder
6	Separate Chairman and CEO Positions	Against	For	Shareholder
7	Report on Product Availability in Canada	Against	Against	Shareholder
8	Report on Political Contributions	Against	Against	Shareholder
9	Report on Operational Impact of HIV/AIDS,	Against	Against	Shareholder
	TB, and Malaria Pandemic



MERRILL LYNCH & CO., INC.

Ticker: MER	Security ID: 590188108
Meeting Date: APR 22, 2005	Meeting Type: Annual
Record Date: FEB 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jill K. Conway	For	For	Management
1.2	Elect Director Heinz-Joachim Neuburger	For	For	Management
1.3	Elect Director E. Stanley O'Neal	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Restricted	For	For	Management
	Stock Plan
4	Provide for Cumulative Voting	Against	For	Shareholder
5	Limit Executive Compensation	Against	Against	Shareholder



MICROSOFT CORP.

Ticker: MSFT		Security ID: 594918104
Meeting Date: NOV 9, 2004		Meeting Type: Annual
Record Date: SEP 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William H. Gates III	For	For	Management
1.2	Elect Director Steven A. Ballmer	For	For	Management
1.3	Elect Director James I. Cash Jr., Ph.D.	For	For	Management
1.4	Elect Director Raymond V. Gilmartin	For	For	Management
1.5	Elect Director Ann McLaughlin Korologos	For	For	Management
1.6	Elect Director David F. Marquardt	For	For	Management
1.7	Elect Director Charles H. Noski	For	For	Management
1.8	Elect Director Dr. Helmut Panke	For	For	Management
1.9	Elect Director Jon A. Shirley	For	For	Management
2	Amend Bundled Compensation Plans	For	For	Management
3	Amend Bundled Compensation Plans	For	For	Management
4	Amend Stock Option Plan	For	For	Management
5	Ratify Auditors	For	For	Management



MORGAN STANLEY

Ticker: MWD	Security ID: 617446448
Meeting Date: MAR 15, 2005	Meeting Type: Annual
Record Date: JAN 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John E. Jacob	For	For	Management
1.2	Elect Director Charles F. Knight	For	For	Management
1.3	Elect Director Miles L. Marsh	For	For	Management
1.4	Elect Director Laura D'Andrea Tyson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Limit Executive Compensation	Against	Against	Shareholder



MOTOROLA, INC.

Ticker: MOT	Security ID: 620076109
Meeting Date: MAY 2, 2005	Meeting Type: Annual
Record Date: MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E. Zander	For	For	Management
1.2	Elect Director H. L. Fuller	For	For	Management
1.3	Elect Director J. Lewant	For	For	Management
1.4	Elect Director W. Massey	For	For	Management
1.5	Elect Director T. Meredith	For	For	Management
1.6	Elect Director N. Negroponte	For	For	Management
1.7	Elect Director I. Nooyi	For	For	Management
1.8	Elect Director S. Scott III	For	For	Management
1.9	Elect Director R. Sommer	For	For	Management
1.10	Elect Director J. Stengel	For	For	Management
1.11	Elect Director D. Warner III	For	For	Management
1.12	Elect Director J. White	For	For	Management
2	Limit Executive Compensation	Against	Against	Shareholder
3	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



NEW YORK TIMES CO., THE

Ticker: NYT	Security ID: 650111107
Meeting Date: APR 26, 2005	Meeting Type: Annual
Record Date: FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Raul E. Cesan	For	For	Management
1.2	Elect Director William E. Kennard	For	For	Management
1.3	Elect Director Ellen R. Marram	For	For	Management
1.4	Elect Director Thomas Middelhoff	For	For	Management
1.5	Elect Director Doreen A. Toben	For	For	Management
2	Amend Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management



NEWELL RUBBERMAID INC.

Ticker: NWL	Security ID: 651229106
Meeting Date: MAY 11, 2005	Meeting Type: Annual
Record Date: MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael T. Chowhig	For	For	Management
1.2	Elect Director Mark D. Ketchum	For	For	Management
1.3	Elect Director William D. Marohn	For	For	Management
1.4	Elect Director Raymond G. Viault	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	Against	For	Shareholder



NISOURCE INC.

Ticker: NI	Security ID: 65473P105
Meeting Date: MAY 10, 2005	Meeting Type: Annual
Record Date: MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven R. McCracken	For	For	Management
1.2	Elect Director Ian M. Rolland	For	For	Management
1.3	Elect Director Robert C. Skaggs, Jr.	For	For	Management
1.4	Elect Director John W. Thompson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Amend Qualified Employee Stock Purchase	For	For	Management
	Plan
5	Declassify the Board of Directors	Against	For	Shareholder
6	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors



NOKIA CORP.

Ticker: NKCAF	Security ID: 654902204
Meeting Date: APR 7, 2005	Meeting Type: Annual
Record Date: FEB 2, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
2	APPROVAL OF THE INCOME STATEMENTS AND THE	For	For	Management
	BALANCE SHEET.
3	APPROVAL OF A PROPOSAL TO THE ANNUAL	For	For	Management
	GENERAL MEETING OF A DIVIDEND OF EUR 0.33
	PER SHARE.
4	DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF	For	For	Management
	THE BOARD OF DIRECTORS, AND THE
	PRESIDENT, FROM LIABILITY.
6	PROPOSAL ON THE COMPOSITION OF THE BOARD	For	For	Management
	AS PROPOSED BY THE CORPORATE GOVERNANCE
	AND NOMINATION COMMITTEE.
7.1	Elect Directors Paul J. Collins	For	For	Management
7.2	Elect Directors Georg Ehrnrooth	For	For	Management
7.3	Elect Directors Bengt Holmstrom	For	For	Management
7.4	Elect Directors Per Karlsson	For	For	Management
7.5	Elect Directors Jorma Ollila	For	For	Management
7.6	Elect Directors Marjorie Scardino	For	For	Management
7.7	Elect Directors Vesa Vainio	For	For	Management
7.8	Elect Directors Arne Wessberg	For	For	Management
7.9	Elect Directors Dan Hesse	For	For	Management
7.10	Elect Directors Edouard Michelin	For	For	Management
8	APPROVAL OF THE REMUNERATION TO BE PAID	For	For	Management
	TO THE AUDITOR.
9	APPROVAL OF THE RE-ELECTION OF	For	For	Management
	PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
	FOR FISCAL YEAR 2005.
10	APPROVAL OF THE PROPOSAL TO GRANT STOCK	For	For	Management
	OPTIONS TO SELECTED PERSONNEL OF THE
	COMPANY.
11	APPROVAL OF THE PROPOSAL OF THE BOARD TO	For	For	Management
	REDUCE THE SHARE CAPITAL THROUGH
	CANCELLATION OF NOKIA SHARES HELD BY
	COMPANY.
12	AUTHORIZATION TO THE BOARD TO INCREASE	For	For	Management
	THE SHARE CAPITAL OF THE COMPANY.
13	AUTHORIZATION TO THE BOARD TO REPURCHASE	For	For	Management
	NOKIA SHARES.
14	AUTHORIZATION TO THE BOARD TO DISPOSE	For	For	Management
	NOKIA SHARES HELD BY THE COMPANY.
15	MARK THE FOR BOX IF YOU WISH TO INSTRUCT	For	Against	Management
	NOKIA S LEGAL COUNSELS TO VOTE IN THEIR
	DISCRETION ON YOUR BEHALF ONLY UPON ITEM
	15.



NUCOR CORP.

Ticker: NUE	Security ID: 670346105
Meeting Date: MAY 12, 2005	Meeting Type: Annual
Record Date: MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter C. Browing	For	For	Management
1.2	Elect Director Victoria F. Haynes	For	For	Management
1.3	Elect Director Thomas A. Waltermire	For	For	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Approve Omnibus Stock Plan	For	For	Management



PALL CORP.

Ticker: PLL	Security ID: 696429307
Meeting Date: NOV 17, 2004	Meeting Type: Annual
Record Date: SEP 28, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John H.F. Haskell, Jr.	For	For	Management
1.2	Elect Director Katharine L. Plourde	For	For	Management
1.3	Elect Director Heywood Shelley	For	For	Management
1.4	Elect Director Edward Travaglianti	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management



PEARSON PLC

Ticker: PSO	Security ID: GB0006776081
Meeting Date: APR 29, 2005	Meeting Type: Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and Statutory For		For	Management
	Reports
2	Approve Final Dividend of 15.7 Pence Per	For	For	Management
	Ordinary Share
3	Re-elect Marjorie Scardino as Director	For	For	Management
4	Re-elect Rona Fairhead as Director	For	For	Management
5	Re-elect Patrick Cescau as Director	For	For	Management
6	Re-elect Reuben Mark as Director	For	For	Management
7	Re-elect Vernon Sankey as Director	For	For	Management
8	Re-elect Susan Fuhrman as Director	For	For	Management
9	Approve Remuneration Report	For	For	Management
10	Reappoint PricewaterhouseCoopers LLP as	For	For	Management
	Auditors of the Company
11	Authorise Board to Fix Remuneration of	For	For	Management
	the Auditors
12	Authorise Issue of Equity or	For	For	Management
	Equity-Linked Securities with Pre-emptive
	Rights up to Aggregate Nominal Amount of
	GBP 66,955,000
13	Approve Increase in Authorised Capital	For	For	Management
	from GBP 295,500,000 to GBP 296,500,000
14	Authorise Issue of Equity or	For	For	Management
	Equity-Linked Securities without
	Pre-emptive Rights up to Aggregate
	Nominal Amount of GBP 10,040,000
15	Authorise 80,000,000 Ordinary Shares for	For	For	Management
	Market Purchase



PINNACLE WEST CAPITAL CORP.

Ticker: PNW	Security ID: 723484101
Meeting Date: MAY 18, 2005	Meeting Type: Annual
Record Date: MAR 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward N. Basha, Jr.	For	For	Management
1.2	Elect Director Michael L. Gallagher	For	For	Management
1.3	Elect Director Bruce J. Nordstrom	For	For	Management
1.4	Elect Director William J. Post	For	For	Management
2	Ratify Auditors	For	For	Management




PRINCIPAL FINANCIAL GROUP, INC.

Ticker: PFG	Security ID: 74251V102
Meeting Date: MAY 17, 2005	Meeting Type: Annual
Record Date: MAR 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Betsy J. Bernard	For	For	Management
1.2	Elect Director Jocelyn Carter-Miller	For	For	Management
1.3	Elect Director Gary E. Costley	For	For	Management
1.4	Elect Director William T. Kerr	For	For	Management
2	Approve Non-Employee Director Omnibus	For	For	Management
	Stock Plan
3	Ratify Auditors	For	For	Management
4	Approve Omnibus Stock Plan	For	For	Management



PRUDENTIAL FINANCIAL INC

Ticker: PRU	Security ID: 744320102
Meeting Date: JUN 7, 2005	Meeting Type: Annual
Record Date: APR 11, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James G. Cullen	For	For	Management
1.2	Elect Director James A. Unruh	For	For	Management
1.3	Elect Director Gordon M. Bethune	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Approve Qualified Employee Stock Purchase	For	For	Management
	Plan



QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker: Q	Security ID: 749121109
Meeting Date: MAY 24, 2005	Meeting Type: Annual
Record Date: MAR 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Linda G. Alvardo	For	For	Management
1.2	Elect Director Cannon Y. Harvey	For	Withhold	Management
1.3	Elect Director Richard C. Notebaert	For	For	Management
2	Ratify Auditors	For	For	Management
3	Require Majority of Independent Directors	Against	For	Shareholder
	on Board
4	Submit Executive Compensation to Vote	Against	For	Shareholder
5	Claw-Back of Awards Under Restatement	Against	For	Shareholder



RADIAN GROUP INC.

Ticker: RDN	Security ID: 750236101
Meeting Date: MAY 10, 2005	Meeting Type: Annual
Record Date: MAR 11, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David C. Carney	For	For	Management
1.2	Elect Director Howard B. Culang	For	For	Management
1.3	Elect Director Stephen T. Hopkins	For	For	Management
1.4	Elect Director Sanford A. Ibrahim	For	For	Management
1.5	Elect Director James W. Jennings	For	For	Management
1.6	Elect Director Roy J. Kasmar	For	For	Management
1.7	Elect Director Ronald W. Moore	For	For	Management
1.8	Elect Director Jan Nicholson	For	For	Management
1.9	Elect Director Robert W. Richards	For	For	Management
1.10	Elect Director Anthony W. Schweiger	For	For	Management
1.11	Elect Director Herbert Wender	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management



RADIOSHACK CORP.

Ticker: RSH	Security ID: 750438103
Meeting Date: MAY 19, 2005	Meeting Type: Annual
Record Date: MAR 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank J. Belatti	For	For	Management
1.2	Elect Director David J. Edmondson	For	For	Management
1.3	Elect Director Ronald E. Elmquist	For	For	Management
1.4	Elect Director Robert S. Falcone	For	For	Management
1.5	Elect Director Daniel R. Feehan	For	For	Management
1.6	Elect Director Richard J. Hernandez	For	For	Management
1.7	Elect Director Robert J. Kamerschen	For	For	Management
1.8	Elect Director Gary M. Kusin	For	For	Management
1.9	Elect Director H. Eugene Lockhart	For	For	Management
1.10	Elect Director Jack L. Messman	For	For	Management
1.11	Elect Director William G. Morton, Jr.	For	For	Management
1.12	Elect Director Thomas G. Plaskett	For	For	Management
1.13	Elect Director Leonard H. Roberts	For	For	Management
1.14	Elect Director Edwina D. Woodbury	For	For	Management



RAYTHEON CO.

Ticker: RTN	Security ID: 755111507
Meeting Date: MAY 4, 2005	Meeting Type: Annual
Record Date: MAR 9, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara M. Barrett	For	For	Management
1.2	Elect Director Frederic M. Poses	For	For	Management
1.3	Elect Director Linda G. Stuntz	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Amend Omnibus Stock Plan	For	For	Management
5	Amend Non-Employee Director Restricted	For	For	Management
	Stock Plan
6	Adopt MacBride Principles	Against	Against	Shareholder
7	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
8	Require Director Nominee Qualifications	Against	Against	Shareholder



REUTERS GROUP PLC (FORMERLY REUTERS HOLDINGS PLC)

Ticker:	Security ID: GB0002369139
Meeting Date: APR 21, 2005	Meeting Type: Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and Statutory	For	For	Management
	Reports
2	Approve Remuneration Report	For	For	Management
3	Approve Final Dividend of 6.15 Pence Per	For	For	Management
	Share
4	Elect Kenneth Olisa as Director	For	For	Management
5	Elect Lawton Fitt as Director	For	For	Management
6	Elect Penelope Hughes as Director	For	For	Management
7	Re-elect Thomas Glocer as Director	For	For	Management
8	Re-elect David Grigson as Director	For	For	Management
9	Re-elect Devin Wenig as Director	For	For	Management
10	Re-elect Niall FitzGerald as Director	For	For	Management
11	Re-elect Ian Strachan as Director	For	Against	Management
12	Re-elect Richard Olver as Director	For	For	Management
13	Re-elect Edward Kozel as Director	For	For	Management
14	Re-elect Charles Sinclair as Director	For	Against	Management
15	Reappoint PricewaterhouseCoopers LLP as	For	For	Management
	Auditors of the Company
16	Authorise Board to Fix Remuneration of	For	For	Management
	the Auditors
17	Authorise Issue of Equity or	For	For	Management
	Equity-Linked Securities with Pre-emptive
	Rights up to Aggregate Nominal Amount of
	GBP 108,000,000
18	Approve Renewal of Directors' Authority	For	For	Management
	to Grant Options Under the Reuters Group
	PLC International SAYE Share Option Plan
	1997
19	Authorise Issue of Equity or	For	For	Management
	Equity-Linked Securities without
	Pre-emptive Rights up to Aggregate
	Nominal Amount of GBP 17,000,000
20	Authorise 143,540,000 Shares for Market	For	For	Management
	Purchase



ROCKWELL COLLINS, INC.

Ticker: COL	Security ID: 774341101
Meeting Date: FEB 15, 2005	Meeting Type: Annual
Record Date: DEC 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M.P.C. Carns	For	For	Management
1.2	Elect Director C.A. Davis	For	For	Management
1.3	Elect Director J.F. Toot, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management



ROYAL BANK OF SCOTLAND GROUP PLC (THE)

Ticker: RBSPRE	Security ID: GB0007547838
Meeting Date: APR 20, 2005	Meeting Type: Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and Statutory	For	For	Management
	Reports
2	Approve Remuneration Report	For	For	Management
3	Approve Final Dividend of 41.2 Pence Per	For	For	Management
	Share
4	Re-elect Jim Currie as Director	For	For	Management
5	Re-elect Sir Fred Goodwin as Director	For	For	Management
6	Re-elect Sir Steve Robson as Director	For	For	Management
7	Elect Archie Hunter as Director	For	For	Management
8	Elect Charles Koch as Director	For	For	Management
9	Elect Joe MacHale as Director	For	For	Management
10	Reappoint Deloitte & Touche LLP as	For	For	Management
	Auditors of the Company
11	Authorise Board to Fix Remuneration of	For	For	Management
	the Auditors
12	Approve Increase in Authorised Share	For	For	Management
	Capital; Authorise Issue of Equity or
	Equity-Linked Securities with Pre-emptive
	Rights up to Aggregate Nominal Amount of
	GBP 264,579,936
13	Authorise Issue of Equity or	For	For	Management
	Equity-Linked Securities without
	Pre-emptive Rights up to Aggregate
	Nominal Amount of GBP 39,686,990
14	Authorise 317,495,924 Shares for Market	For	For	Management
	Purchase
15	Approve 71 M Category II Non-Cumulative	For	For	Management
	US$ Pref. Shares; Allot the Newly Created
	and 179.5 M Unissued Category II
	Non-Cumulative US$ Pref. Shares, the
	64.75 M Unissued Non-Cumulative Euro
	Pref. Shares and 300 M Unissued
	Non-Cumulative GBP Pref. Shares
16	Approve Citizens Financial Group, Inc.	For	For	Management
	Long Term Incentive Plan



ROYAL DUTCH SHELL PLC (FORMERLY ROYAL DUTCH PETROLEUM CO.)

Ticker: RD	Security ID: 780257804
Meeting Date: JUN 28, 2005	Meeting Type: Annual
Record Date: MAY 23, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	ANNUAL ACCOUNTS 2004	For	For	Management
2	DECLARATION OF THE TOTAL DIVIDEND FOR THE	For	For	Management
	YEAR 2004
3	DISCHARGE OF THE MANAGING DIRECTORS	For	Against	Management
4	DISCHARGE OF THE MEMBERS OF THE	For	Against	Management
	SUPERVISORY BOARD
5	APPOINTMENT OF MR. L.R. RICCIARDI AS A	For	For	Management
	MEMBER OF THE SUPERVISORY BOARD
6	AUTHORIZATION FOR THE ACQUISITION OF	For	For	Management
	ORDINARY SHARES
7	CANCELLATION OF THE ORDINARY SHARES HELD	For	For	Management
	BY THE COMPANY
8	APPROVAL OF THE IMPLEMENTATION AGREEMENT	For	For	Management
9	PROPOSAL TO AMEND THE ARTICLES OF	For	Against	Management
	ASSOCIATION OF THE COMPANY
10	APPOINTMENT OF MR A.G. JACOBS AS A	For	For	Management
	NON-EXECUTIVE DIRECTOR
11	APPOINTMENT OF MS CH. MORIN-POSTEL AS A	For	For	Management
	NON-EXECUTIVE DIRECTOR
12	APPOINTMENT OF MR A.A. LOUDON AS A	For	For	Management
	NON-EXECUTIVE DIRECTOR
13	APPOINTMENT OF MR L.R. RICCIARDI AS A	For	For	Management
	NON-EXECUTIVE DIRECTOR
14	ADOPTION OF THE REMUNERATION POLICY FOR	For	For	Management
	THE BOARD OF DIRECTORS
15	APPROVAL OF AMENDED LONG-TERM INCENTIVE	For	For	Management
	PLAN
16	APPROVAL OF AMENDED RESTRICTED SHARE PLAN	For	For	Management
17	APPROVAL OF AMENDED DEFERRED BONUS PLAN	For	For	Management



SAFECO CORP.

Ticker: SAFC	Security ID: 786429100
Meeting Date: MAY 4, 2005	Meeting Type: Annual
Record Date: MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph W. Brown	For	For	Management
1.2	Elect Director Phyllis J. Campbell	For	For	Management
1.3	Elect Director Kerry Killinger	For	For	Management
1.4	Elect Director Gary Locke	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Amend Omnibus Stock Plan	For	For	Management



SAFEWAY INC.

Ticker: SWY	Security ID: 786514208
Meeting Date: MAY 25, 2005	Meeting Type: Annual
Record Date: MAR 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven A. Burd	For	For	Management
1.2	Elect Director Janet E. Grove	For	For	Management
1.3	Elect Director Mohan Gyani	For	For	Management
1.4	Elect Director Paul Hazen	For	For	Management
1.5	Elect Director Robert I. MacDonnell	For	For	Management
1.6	Elect Director Douglas J. MacKenzie	For	For	Management
1.7	Elect Director Rebecca A. Stirn	For	For	Management
1.8	Elect Director William Y. Tauscher	For	For	Management
1.9	Elect Director Raymond G. viault	For	For	Management
2	Ratify Auditors	For	For	Management
3	Provide for Cumulative Voting	Against	For	Shareholder
4	Seek Sale of Company	Against	Against	Shareholder
5	Separate Chairman and CEO Positions	Against	For	Shareholder
6	Prepare a Sustainability Report	Against	Against	Shareholder
7	Limit Awards to Executives	Against	Against	Shareholder
8	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
9	Limit Composition of Committee(s) to	Against	Against	Shareholder
	Independent Directors
10	Proposal Regarding the Office of The	Against	Against	Shareholder
	Board of Directors



SCHERING-PLOUGH CORP.

Ticker: SGP	Security ID: 806605101
Meeting Date: APR 26, 2005	Meeting Type: Annual
Record Date: MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hans W. Becherer	For	For	Management
1.2	Elect Director Kathryn C. Turner	For	For	Management
1.3	Elect Director Robert F. W. van Oordt	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	Against	For	Shareholder
4	Eliminate Animal Testing	Against	Against	Shareholder



SCHLUMBERGER LTD.

Ticker: SLB	Security ID: 806857108
Meeting Date: APR 13, 2005	Meeting Type: Annual
Record Date: MAR 2, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J. Deutch	For	Withhold	Management
1.2	Elect Director J.S. Gorelick	For	For	Management
1.3	Elect Director A. Gould	For	For	Management
1.4	Elect Director T. Isaac	For	For	Management
1.5	Elect Director A. Lajous	For	For	Management
1.6	Elect Director A. Levy-Lang	For	For	Management
1.7	Elect Director M.E. Marks	For	For	Management
1.8	Elect Director D. Primat	For	For	Management
1.9	Elect Director T.I. Sandvold	For	For	Management
1.10	Elect Director N. Seydoux	For	For	Management
1.11	Elect Director L.G. Stuntz	For	For	Management
1.12	Elect Director R. Talwar	For	For	Management
2	ADOPTION AND APPROVAL OF FINANCIALS AND	For	For	Management
	DIVIDENDS
3	ADOPTION OF MANDATORY AMENDMENTS TO THE	For	For	Management
	ARTICLES OF INCORPORATION
4	ADOPTION OF VOLUNTARY AMENDMENTS TO THE	For	For	Management
	ARTICLES OF INCORPORATION
5	APPROVAL OF ADOPTION OF THE SCHLUMBERGER	For	For	Management
	2005 OPTION PLAN
6	APPROVAL OF ADOPTION OF AN AMENDMENT TO	For	For	Management
	THE SCHLUMBERGER DISCOUNTED STOCK
	PURCHASE PLAN
7	APPROVAL OF INDEPENDENT REGISTERED PUBLIC	For	For	Management
	ACCOUNTING FIRM



SONY CORP.

Ticker: SNE	Security ID: 835699307
Meeting Date: JUN 22, 2005	Meeting Type: Annual
Record Date: MAR 30, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	TO AMEND A PART OF THE ARTICLES OF	For	For	Management
	INCORPORATION.
2	TO ELECT 12 DIRECTORS.	For	For	Management
3	TO ISSUE STOCK ACQUISITION RIGHTS FOR	For	For	Management
	SHARES OF COMMON STOCK OF THE CORPORATION
	FOR THE PURPOSE OF GRANTING STOCK
	OPTIONS.
4	TO AMEND THE ARTICLES OF INCORPORATION	Against	For	Shareholder
	WITH RESPECT TO DISCLOSURE TO
	SHAREHOLDERS REGARDING REMUNERATION PAID
	TO EACH DIRECTOR.



ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker: STA	Security ID: 792860108
Meeting Date: JUL 28, 2004	Meeting Type: Annual
Record Date: JUN 4, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard P. Berkowitz	For	For	Management
1.2	Elect Director Kenneth J. Bialkin	For	For	Management
1.3	Elect Director Carolyn H. Byrd	For	For	Management
1.4	Elect Director John H. Dasburg	For	For	Management
1.5	Elect Director Leslie B. Disharoon	For	For	Management
1.6	Elect Director Janet M. Dolan	For	For	Management
1.7	Elect Director Kenneth M. Duberstein	For	For	Management
1.8	Elect Director Jay S. Fishman	For	For	Management
1.9	Elect Director Lawrence G. Graev	For	For	Management
1.10	Elect Director Meryl D. Hartzband	For	For	Management
1.11	Elect Director Thomas R. Hodgson	For	For	Management
1.12	Elect Director William H. Kling	For	For	Management
1.13	Elect Director James A. Lawrence	For	For	Management
1.14	Elect Director Robert I. Lipp	For	For	Management
1.15	Elect Director Blythe J. McGarvie	For	For	Management
1.16	Elect Director Glen D. Nelson, M.D.	For	For	Management
1.17	Elect Director Clarence Otis, Jr.	For	For	Management
1.18	Elect Director Jeffrey M. Peek	For	For	Management
1.19	Elect Director Nancy A. Roseman	For	For	Management
1.20	Elect Director Charles W. Scharf	For	For	Management
1.21	Elect Director Gordon M. Sprenger	For	For	Management
1.22	Elect Director Frank J. Tasco	For	For	Management
1.23	Elect Director Laurie J. Thomsen	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management



ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker: STA	Security ID: 792860108
Meeting Date: MAY 3, 2005	Meeting Type: Annual
Record Date: MAR 11, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John H. Dasburg	For	For	Management
1.2	Elect Director Leslie B. Disharoon	For	For	Management
1.3	Elect Director Janet M. Dolan	For	For	Management
1.4	Elect Director Kenneth M. Duberstein	For	For	Management
1.5	Elect Director Jay S. Fishman	For	For	Management
1.6	Elect Director Lawrence G. Graev	For	Withhold	Management
1.7	Elect Director Thomas R. Hodgson	For	For	Management
1.8	Elect Director Robert I. Lipp	For	For	Management
1.9	Elect Director Blythe J. McGarvie	For	For	Management
1.10	Elect Director Glen D. Nelson, M.D.	For	For	Management
1.11	Elect Director Clarence Otis, Jr.	For	For	Management
1.12	Elect Director Charles W. Scharf	For	For	Management
1.13	Elect Director Laurie J. Thomsen	For	For	Management
2	Ratify Auditors	For	For	Management



STATE STREET CORP. (BOSTON)

Ticker: STT	Security ID: 857477103
Meeting Date: APR 20, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director T. Albright	For	For	Management
1.2	Elect Director K. Burnes	For	For	Management
1.3	Elect Director T. Casner	For	For	Management
1.4	Elect Director N. Darehshori	For	For	Management
1.5	Elect Director A. Goldstein	For	For	Management
1.6	Elect Director D. Gruber	For	For	Management
1.7	Elect Director L. Hill	For	For	Management
1.8	Elect Director C. LaMantia	For	For	Management
1.9	Elect Director R. Logue	For	For	Management
1.10	Elect Director R. Sergel	For	For	Management
1.11	Elect Director R. Skates	For	For	Management
1.12	Elect Director G. Summe	For	For	Management
1.13	Elect Director D. Walsh	For	For	Management
1.14	Elect Director R. Weissman	For	For	Management
2	Ratify Auditors	For	For	Management



STATOIL ASA

Ticker:	Security ID: NO0010096985
Meeting Date: MAY 11, 2005	Meeting Type: Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Open Meeting	None	None	Management
2	Prepare and Approve List of Shareholders	For	For	Management
3	Elect Chairman of Meeting	For	For	Management
4	Designate Inspector or Shareholder	For	For	Management
	Representative(s) of Minutes of Meeting
5	Approve Notice of Meeting and Agenda	For	For	Management
6	Approve Financial Statements, Allocation	For	For	Management
	of Income, Ordinary Dividends of NOK
	3.20, and Special Dividends of NOK 2.10
	Per Share
7	Approve Remuneration of Auditors	For	For	Management
8	Authorize Repurchase of Issued Shares Up	For	Against	Management
	to NOK 10 Million Nominal Value for
	Employee Share Investment Plan



SYNOPSYS, INC.

Ticker: SNPS	Security ID: 871607107
Meeting Date: MAY 23, 2005	Meeting Type: Annual
Record Date: MAR 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Aart J. De Geus	For	For	Management
1.2	Elect Director Chi-Foon Chan	For	For	Management
1.3	Elect Director Bruce R. Chizen	For	For	Management
1.4	Elect Director Deborah A. Coleman	For	For	Management
1.5	Elect Director A. Richard Newton	For	For	Management
1.6	Elect Director Sasson Somekh	For	For	Management
1.7	Elect Director Roy Vallee	For	For	Management
1.8	Elect Director Steven C. Walske	For	For	Management
2	Approve Non-Employee Director Omnibus	For	For	Management
	Stock Plan
3	Amend Qualified Employee Stock Purchase	For	For	Management
	Plan
4	Amend Qualified Employee Stock Purchase	For	For	Management
	Plan
5	Approve Option Exchange Progran	For	Against	Management
6	Ratify Auditors	For	For	Management



TELUS CORP. (FRMRLY. BC TELECOM)

Ticker: T.	Security ID: 87971M202
Meeting Date: MAY 4, 2005	Meeting Type: Special
Record Date: MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Amend Articles Re: 2/3 Majority Vote	For	For	Management
	Requirement
2	Amend Rights of Common and Non-Voting	For	For	Management
	Shares Re: Foreign Ownership Requirements
3	Reconfirm Shareholder Rights Plan (Poison	For	For	Management
	Pill)



TELUS CORP. (FRMRLY. BC TELECOM)

Ticker: T.	Security ID: CA87971M1032
Meeting Date: MAY 4, 2005	Meeting Type: Annual/Special
Record Date: MAR 21, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Amend Minimum Number of Directors	For	For	Management
2	Amend Notice of Articles Re: Pre-Existing	For	For	Management
	Company Provisions
3	Eliminate Cumulative Voting	For	For	Management
4	Amend Rights of Common and Non-Voting	For	For	Management
	Shares Re: Foreign Ownership Requirements
5.1	Elect Director R.H. Auchinleck	For	For	Management
5.2	Elect Director A. Charles Baillie	For	For	Management
5.3	Elect Director Micheline Bouchard	For	For	Management
5.4	Elect Director R. John Butler	For	For	Management
5.5	Elect Director Brian A. Canfield	For	For	Management
5.6	Elect Director Darren Entwistle	For	For	Management
5.7	Elect Director Ruston E.T. Goepel	For	For	Management
5.8	Elect Director John S. Lacey	For	For	Management
5.9	Elect Director Brian F. MacNeill	For	For	Management
5.10	Elect Director Ronald P. Triffo	For	For	Management
5.11	Elect Director Donald P. Woodley	For	For	Management
6	Approve Deloitte & Touche LLP as Auditors	For	For	Management
	and Authorize Board to Fix Remuneration
	of Auditors
7	Amend Management Share Option Plan Re:	For	For	Management
	Increase the Size
8	Amend Management Share Option Plan Re:	For	For	Management
	Stock Settlement Feature
9	Reconfirm Shareholder Rights Plan (Poison	For	For	Management
	Pill)



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	For	For	Management
	Plan
4	Amend Stock Option Plan	For	For	Management



TIME WARNER INC

Ticker: TWX	Security ID: 887317105
Meeting Date: MAY 20, 2005	Meeting Type: Annual
Record Date: MAR 24, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James L. Barksdale	For	For	Management
1.2	Elect Director Stephen F. Bollenbach	For	For	Management
1.3	Elect Director Stephen M. Case	For	For	Management
1.4	Elect Director Frank J. Caufield	For	For	Management
1.5	Elect Director Robert C. Clark	For	For	Management
1.6	Elect Director Jessica P. Einhorn	For	For	Management
1.7	Elect Director Miles R. Gilburne	For	For	Management
1.8	Elect Director Carla A. Hills	For	For	Management
1.9	Elect Director Reuben Mark	For	For	Management
1.10	Elect Director Michael A. Miles	For	For	Management
1.11	Elect Director Kenneth J. Novack	For	For	Management
1.12	Elect Director Richard D. Parsons	For	For	Management
1.13	Elect Director R. E. Turner	For	For	Management
1.14	Elect Director Francis T. Vincent, Jr	For	For	Management
1.15	Elect Director Deborah C. Wright	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Pay Disparity	Against	Against	Shareholder



TOTAL SA (FORMERLY TOTAL FINA ELF S.A )

Ticker: TOT	Security ID: 89151E109
Meeting Date: MAY 17, 2005	Meeting Type: Annual
Record Date: APR 8, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE PARENT COMPANY FINANCIAL	For	For	Management
	STATEMENTS
2	APPROVAL OF THE CONSOLIDATED FINANCIAL	For	For	Management
	STATEMENTS
3	ALLOCATION OF EARNINGS, DECLARATION OF	For	For	Management
	DIVIDEND
4	AGREEMENTS COVERED BY ARTICLE L. 225-38	For	Against	Management
	OF THE FRENCH COMMERCIAL CODE
5	AUTHORIZATION FOR THE BOARD OF DIRECTORS	For	For	Management
	TO TRADE SHARES OF THE COMPANY
6	RENEWAL OF THE APPOINTMENT OF MR. PAUL	For	For	Management
	DESMARAIS JR. AS A DIRECTOR
7	RENEWAL OF THE APPOINTMENT OF MR.	For	For	Management
	BERTRAND JACQUILLAT AS A DIRECTOR
8	RENEWAL OF THE APPOINTMENT OF MR. MAURICE	For	For	Management
	LIPPENS AS A DIRECTOR
9	APPOINTMENT OF LORD LEVENE OF PORTSOKEN,	For	For	Management
	KBE, AS A DIRECTOR
10	AUTHORITY TO BOARD TO RAISE CAPITAL BY	For	For	Management
	ISSUING EQUITY OR EQUITY- LINKED
	SECURITIES WITH PREFERENTIAL SUBSCRIPTION
	RIGHTS
11	AUTHORITY TO BOARD TO RAISE CAPITAL BY	For	For	Management
	ISSUING EQUITY OR EQUITY- LINKED
	SECURITIES WITHOUT PREFERENTIAL
	SUBSCRIPTION RIGHTS
12	AUTHORITY TO THE BOARD FOR THE PURPOSE OF	For	For	Management
	CAPITAL INCREASES PURSUANT TO ARTICLE L.
	443-5 OF THE FRENCH LABOR CODE
13	AUTHORIZATION TO GRANT SHARES OF THE	Against	Against	Management
	COMPANY TO EMPLOYEES AND EXECUTIVE
	OFFICERS OF THE COMPANY AND GROUP
	COMPANIES
14	AMENDED AUTHORIZATION TO GRANT SHARES TO	Against	Against	Shareholder
	EMPLOYEES AND EXECUTIVE OFFICERS OF THE
	COMPANY AND GROUP COMPANIES



TYCO INTERNATIONAL LTD.

Ticker: TYC	Security ID: 902124106
Meeting Date: MAR 10, 2005	Meeting Type: Annual
Record Date: JAN 10, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis C. Blair	For	For	Management
1.2	Elect Director Edward D. Breen	For	For	Management
1.3	Elect Director George W. Buckley	For	For	Management
1.4	Elect Director Brian Duperreault	For	For	Management
1.5	Elect Director Bruce S. Gordon	For	For	Management
1.6	Elect Director Rajiv L. Gupta	For	For	Management
1.7	Elect Director John A. Krol	For	For	Management
1.8	Elect Director Mackey J. Mcdonald	For	Withhold	Management
1.9	Elect Director H. Carl Mccall	For	For	Management
1.10	Elect Director Brendan R. O'Neill	For	For	Management
1.11	Elect Director Sandra S. Wijnberg	For	For	Management
1.12	Elect Director Jerome B. York	For	For	Management
2	Ratify Auditors	For	For	Management



U.S. BANCORP

Ticker: USB	Security ID: 902973304
Meeting Date: APR 19, 2005	Meeting Type: Annual
Record Date: FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joel W. Johnson	For	Withhold	Management
1.2	Elect Director David B. O'Maley	For	For	Management
1.3	Elect Director O'Dell M. Owens Md, Mph	For	For	Management
1.4	Elect Director Craig D. Schnuck	For	Withhold	Management
1.5	Elect Director Warren R. Staley	For	For	Management
2	Ratify Auditors	For	For	Management
3	Reduce Supermajority Vote Requirement	For	For	Management
4	Performance- Based/Indexed Options	Against	For	Shareholder
5	Prohibit Auditor from Providing Non-Audit	Against	Against	Shareholder
	Services



UNION PACIFIC CORP.

Ticker: UNP	Security ID: 907818108
Meeting Date: MAY 5, 2005	Meeting Type: Annual
Record Date: FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Philip F. Anschutz	For	For	Management
1.2	Elect Director Erroll B. Davis, Jr.	For	Withhold	Management
1.3	Elect Director Richard K. Davidson	For	For	Management
1.4	Elect Director Thomas J. Donohue	For	For	Management
1.5	Elect Director Archie W. Dunham	For	For	Management
1.6	Elect Director Spencer F. Eccles	For	For	Management
1.7	Elect Director Judith Richards Hope	For	For	Management
1.8	Elect Director Michael W. McConnell	For	For	Management
1.9	Elect Director Steven R. Rogel	For	For	Management
1.10	Elect Director James R. Young	For	For	Management
1.11	Elect Director Ernesto Zedillo Ponce de	For	For	Management
	Leon
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Performance- Based/Indexed Options	Against	Against	Shareholder



WALT DISNEY COMPANY, THE

Ticker: DIS	Security ID: 254687106
Meeting Date: FEB 11, 2005	Meeting Type: Annual
Record Date: DEC 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John E. Bryson	For	For	Management
1.2	Elect Director John S. Chen	For	For	Management
1.3	Elect Director Michael D. Eisner	For	For	Management
1.4	Elect Director Judith L. Estrin	For	For	Management
1.5	Elect Director Robert A. Iger	For	For	Management
1.6	Elect Director Fred H. Langhammer	For	For	Management
1.7	Elect Director Aylwin B. Lewis	For	For	Management
1.8	Elect Director Monica C. Lozano	For	For	Management
1.9	Elect Director Robert W. Matschullat	For	For	Management
1.10	Elect Director George J. Mitchell	For	For	Management
1.11	Elect Director Leo J. O'Donovan, S.J.	For	For	Management
1.12	Elect Director Gary L. Wilson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Prohibit Greenmail Payments	Against	For	Shareholder
5	Report on Vendor Standards in China	Against	Against	Shareholder



WASTE MANAGEMENT, INC.

Ticker: WMI	Security ID: 94106L109
Meeting Date: MAY 13, 2005	Meeting Type: Annual
Record Date: MAR 18, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Pastora San Juan Cafferty	For	For	Management
1.2	Elect Director Frank M. Clark, Jr.	For	For	Management
1.3	Elect Director Robert S. Miller	For	For	Management
1.4	Elect Director John C. Pope	For	For	Management
1.5	Elect Director W. Robert Reum	For	For	Management
1.6	Elect Director Steven G. Rothmeier	For	For	Management
1.7	Elect Director David P. Steiner	For	For	Management
1.8	Elect Director Thomas H. Weidemeyer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Privatization	Against	Against	Shareholder
4	Require a Majority Vote for the Election	Against	For	Shareholder
	of Directors
5	Report on Political Contributions	Against	Against	Shareholder
6	Submit Severance Agreement	Against	For	Shareholder
	(Change-in-Control) to Shareholder Vote



WYETH

Ticker: WYE	Security ID: 983024100
Meeting Date: APR 21, 2005	Meeting Type: Annual
Record Date: MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard L. Carrion	For	For	Management
1.2	Elect Director Robert Essner	For	For	Management
1.3	Elect Director John D. Feerick	For	For	Management
1.4	Elect Director Frances D. Fergusson	For	For	Management
1.5	Elect Director Robert Langer	For	For	Management
1.6	Elect Director John P. Mascotte	For	For	Management
1.7	Elect Director Mary Lake Polan	For	For	Management
1.8	Elect Director Ivan G. Seidenberg	For	For	Management
1.9	Elect Director Walter V. Shipley	For	For	Management
1.10	Elect Director John R. Torell III	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Review and Report on Drug Reimportation	Against	Against	Shareholder
	Policy
5	Separate Chairman and CEO Positions	Against	Against	Shareholder
6	Report on Political Contributions	Against	Against	Shareholder
7	Discontinue Promotion of Premarin and	Against	Against	Shareholder
	Report on Animal Testing

============================= END NPX REPORT ===========================

T. Rowe Price Value Fund (TRPIX) N-PXAnnual report of proxy voting record