UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-10189 --------------------------------------------- Principal Partners LargeCap Value Fund, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 711 High Street, Des Moines, Iowa 50392-2080 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) MICHAEL D. ROUGHTON Copy to: The Principal Financial Group John W. Blouch, Esq. Des Moines, Iowa 50392-0300 Dykema Gossett PLLC Franklin Square, Suite 300 West 1300 I Street, N.W. Washington, DC 20005-3306 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 515-248-3842 ---------------------------- Date of fiscal year end: 10/31/2004 ------------------------- Date of reporting period: 07/01/2004 - 06/30/2005 ------------------------- Vote Summary Report Jul 01, 2004 - Jun 30, 2005 PRINCIPAL PARTNERS LARGE CAP VALUE FUND- 03733554 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------- ---------------------------------------- ------------ ------------- --------------------- ---------- ---------- - ----------------------------------------------------------------------------------------------------------------------------------- 05/26/05 - A Ace Ltd. *ACE* G0070K103 04/08/05 2,800 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 03/01/05 - A ADC Telecommunications, Inc. *ADCT* 000886101 01/12/05 79,300 1 Elect Directors For For Mgmt 2 Redeem Shareholder Rights Plan Agreement Against For ShrHoldr 3 Ratify Auditors For For Mgmt 02/17/05 - A Agere Systems Inc *AGR* 00845V100 12/20/04 71,000 1 Elect Directors For For Mgmt 2 Reclassify Common Stock and Class B Stock For For Mgmt into a Single Class 3 Approve Reverse Stock Split For For Mgmt 4 Approve Reverse Stock Split For For Mgmt 5 Approve Reverse Stock Split For For Mgmt 6 Approve Reverse Stock Split For For Mgmt 7 Amend Articles to Make Administrative For For Mgmt Changes 12/22/04 - S Alcan Inc. *AL.* 013716105 11/19/04 5,600 1 Approve Arrangement Resolution for the For For Mgmt Reoganisation. 04/22/05 - A Alcoa Inc. *AA* 013817101 01/24/05 5,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/05 - A Alliant Energy Corp. *LNT* 018802108 03/30/05 9,300 1 Elect Directors For For Mgmt 04/28/05 - A Altria Group, Inc. *MO* 02209S103 03/07/05 27,350 1 Elect Directors For Split Mgmt 1.1 Elect Director Elizabeth E. Bailey --- For 1.2 Elect Director Harold Brown --- For 1.3 Elect Director Mathis Cabiallavetta --- For 1.4 Elect Director Louis C. Camilleri --- For 1.5 Elect Director J. Dudley Fishburn --- For 1.6 Elect Director Robert E. R. Huntley --- For 1.7 Elect Director Thomas W. Jones --- Withhold 1.8 Elect Director George Munoz --- For 1.9 Elect Director Lucio A. Noto --- For 1.10 Elect Director John S. Reed --- For 1.11 Elect Director Carlos Slim Helu --- For 1.12 Elect Director Stephen M. Wolf --- For 2 Approve Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock Option For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Eliminate Animal Testing Against Against ShrHoldr 6 Product Warnings for Pregnant Women Against Against ShrHoldr 7 Cease Use of Light and Ultra Light in Against Against ShrHoldr Cigarette Marketing 8 Apply Fire Safety Standards for Cigarettes Against Against ShrHoldr 04/28/05 - A American Axle & Manufacturing 024061103 03/01/05 4,600 Holdings, Inc. *AXL* 1 Elect Directors For For Mgmt 04/26/05 - A American Electric Power Co. *AEP* 025537101 03/02/05 12,750 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Submit Executive Retirement Plan to Against Against ShrHoldr Shareholder Vote 11/04/04 - A Archer-Daniels-Midland Company *ADM* 039483102 09/15/04 11,625 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt 4 Report on Genetically Engineered Products Against Against ShrHoldr 01/27/05 - A Ashland Inc. *ASH* 044204105 11/22/04 5,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/05 - A Astoria Financial Corp. *AF* 046265104 03/25/05 9,750 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/26/05 - A Autoliv Inc. *ALV* 052800109 03/01/05 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 11/11/04 - A Avnet, Inc. *AVT* 053807103 09/13/04 11,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/05 - A Bank of America Corp. *BAC* 060505104 03/04/05 51,866 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Contributions Against Against ShrHoldr 4 Director Nominee Amendment Against Against ShrHoldr 04/26/05 - A BB&T Corporation *BBT* 054937107 03/07/05 6,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/25/05 - A Bellsouth Corp. *BLS* 079860102 03/07/05 6,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Political Contributions Against Against ShrHoldr 04/27/05 - A Borg-Warner, Inc. *BWA* 099724106 03/04/05 4,800 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/14/05 - A BP PLC (Form. Bp Amoco Plc ) 055622104 02/18/05 5,300 Meeting for Holders of ADR's 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Mgmt SPECIFIED AMOUNT 4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Mgmt ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 6 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt 7 TO APPROVE THE RENEWAL OF EXECUTIVE For For Mgmt DIRECTORS INCENTIVE PLAN 8 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND For For Mgmt THE ACCOUNTS 05/03/05 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/07/05 4,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles to Eliminate Certain For For Mgmt Supermajority Vote Requirements 4 Report on Political Contributions Against Against ShrHoldr 5 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr TB, and Malaria Pandemic 6 Eliminate Animal Testing Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against For ShrHoldr 8 Proposal Regarding Restatement Situations Against Against ShrHoldr 9 Limit/Prohibit Awards to Executives Against Against ShrHoldr 10 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/27/05 - A Bunge Limited *BG* G16962105 03/31/05 5,900 Meeting for Holders of ADR's 1 Elect Directors For For Mgmt 2 TO APPOINT DELOITTE & TOUCHE LLP AS BUNGE For For Mgmt LIMITED S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005 AND TO AUTHORIZE BUNGE LIMITED S BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT COMMITTEE, TO DETERMINE THE INDEPENDENT AUDITORS FEES. 3 TO APPROVE THE AMENDMENTS TO BYE-LAWS 11 For Against Mgmt AND 41, AS RENUMBERED 4 TO APPROVE THE ADDITION OF BYE-LAW 35 AND For Against Mgmt CONSEQUENT RENUMBERING OF THE BYE-LAWS 5 TO APPROVE THE AMENDMENTS TO BYE-LAWS 7, For For Mgmt 15(2), 17 AND 18(3). 6 TO APPROVE THE AMENDMENTS TO BYE-LAWS 3(1), For Against Mgmt 3(2) AND 34. 7 TO APPROVE THE BUNGE LIMITED ANNUAL For For Mgmt INCENTIVE PLAN AND MATERIAL TERMS OF EXECUTIVE OFFICER PERFORMANCE MEASURES FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 8 TO APPROVE THE AMENDMENTS TO BYE-LAW 49(3), For Mgmt AS RENUMBERED. 9 TO APPROVE THE AMENDMENTS TO BYE-LAW 1(1), For Mgmt 49(4) AND 50(2), AS RENUMBERED, WHERE APPLICABLE. 10 TO AUTHORIZE THE BOARD OF DIRECTORS TO For Mgmt APPOINT ADDITIONAL DIR- ECTORS FROM TIME TO TIME IN ACCORDANCE WITH PROPOSED BYE-LAW 11. 04/20/05 - A Burlington Northern Santa Fe Corp. 12189T104 02/22/05 9,050 *BNI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/05 - A CHEVRON CORP *CVX* 166764100 03/01/05 22,850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Expense Stock Options Against For ShrHoldr 6 Eliminate Animal Testing Against Against ShrHoldr 7 Report on Drilling in Protected Areas Against Against ShrHoldr 8 Report on Remediation Programs in Ecuador Against Against ShrHoldr 04/19/05 - A Citigroup Inc. *C* 172967101 02/25/05 60,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Limit/Prohibit Awards to Executives Against Against ShrHoldr 5 Report on Political Contributions Against Against ShrHoldr 6 Prohibit Chairman From Management Duties, Against Against ShrHoldr Titles or Responsibilities 7 Limit Executive Compensation Against Against ShrHoldr 8 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 9 Review/Limit Executive Compensation Against Against ShrHoldr 10 Adopt Simple Majority Vote Against For ShrHoldr 06/01/05 - A Comcast Corp. *CMCSA* 20030N101 03/24/05 29,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Report on Political Contributions Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 7 Approve Recapitalization Plan Against For ShrHoldr 05/17/05 - A Comerica Inc. *CMA* 200340107 03/18/05 7,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/05 - A ConocoPhillips *COP* 20825C104 03/10/05 10,897 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/20/05 - A Constellation Energy Group, Inc. *CEG* 210371100 03/18/05 4,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/05 - A COOPER INDUSTRIES LTD *CBE* G24182100 03/01/05 3,800 Meeting for Holders of ADR's 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Against ShrHoldr IMPLEMENT A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS STANDARDS. 05/03/05 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/07/05 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prepare Sustainability Report Against Against ShrHoldr 04/28/05 - A Corning Inc. *GLW* 219350105 03/01/05 14,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 06/15/05 - A Countrywide Financial Corp. *CFC* 222372104 04/20/05 16,100 1 Elect Directors For For Mgmt 2 Amend Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/25/05 - A Crane Co. *CR* 224399105 02/28/05 4,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/05 - A CSX Corp. *CSX* 126408103 03/04/05 10,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Subject Non-Deductible Executive Against Against ShrHoldr Compensation to Shareholder Vote 4 Adopt Simple Majority Vote Requirement Against For ShrHoldr 04/18/05 - A Dana Corp. *DCN* 235811106 02/22/05 9,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/05 - A E.I. Du Pont De Nemours & Co. *DD* 263534109 03/07/05 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Government Service of Employees Against Against ShrHoldr 4 Implement ILO Code of Conduct Against Against ShrHoldr 5 Executive Compensation Against Against ShrHoldr 6 Eliminate Animal Testing Against Against ShrHoldr 7 Report on Genetically Modified Organisms Against Against ShrHoldr 8 Performance- Based/Indexed Options Against Against ShrHoldr 9 Report on PFOA Chemical Remediation Against Against ShrHoldr 05/05/05 - A Eastman Chemical Co. *EMN* 277432100 03/15/05 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/05 - A Eastman Kodak Co. *EK* 277461109 03/15/05 13,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Declassify the Board of Directors For For Mgmt 6 Amend Articles For For Mgmt 7 Amend Articles For For Mgmt 04/27/05 - A Eaton Corp. *ETN* 278058102 02/28/05 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/05 - A Edison International *EIX* 281020107 03/21/05 2,600 1 Elect Directors For For Mgmt 2 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 04/22/05 - A Electronic Data Systems Corp. *EDS* 285661104 03/01/05 19,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Eliminate Supermajority Vote Requirement For For Mgmt 05/13/05 - A Entergy Corp. *ETR* 29364G103 03/16/05 7,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require the Chairman of the Board Be an Against Against ShrHoldr Independent Director 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/25/05 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/05 67,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Political Contributions/Activities Against Against ShrHoldr 4 Review/Limit Executive Compensation Against Against ShrHoldr 5 Nominate Independent Directors with Against Against ShrHoldr Industry Experience 6 Report on Payments to Indonesian Military Against Against ShrHoldr 7 Adopt Policy Prohibiting Discrimination Against For ShrHoldr based on Sexual Orientation 8 Report on Potential Damage of Drilling in Against Against ShrHoldr Protected Regions 9 Disclose Information Supporting the Company Against Against ShrHoldr Position on Climate Change 10 Report on Company Policies for Compliance Against Against ShrHoldr with the Kyoto Protocol 05/17/05 - A FirstEnergy Corporation *FE* 337932107 03/22/05 11,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Contributions Against Against ShrHoldr 4 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 5 Performance- Based/Indexed Options Against Against ShrHoldr 09/23/04 - A Flextronics International Ltd. *FLEX* Y2573F102 08/05/04 18,200 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 RE-APPOINTMENT OF PATRICK FOLEY AS A For For Mgmt DIRECTOR OF THE COMPANY. 3 Ratify Auditors For For Mgmt 4 TO APPROVE AN AMENDMENT TO THE COMPANY S For For Mgmt 1997 EMPLOYEE SHARE PURCHASE PLAN. 5 TO APPROVE AMENDMENTS TO THE COMPANY S 2001 For For Mgmt EQUITY INCENTIVE PLAN. 6 TO APPROVE AN AMENDMENT TO THE COMPANY S For For Mgmt 2001 EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES OF STOCK BONUSES. 7 TO APPROVE THE CONSOLIDATION OF ORDINARY For For Mgmt SHARES AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR 2001 EQUITY INCENTIVE PLAN. 8 TO APPROVE THE AUTHORIZATION FOR THE For For Mgmt DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES. 9 TO APPROVE THE AUTHORIZATION FOR THE For For Mgmt COMPANY TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION TO EACH OF ITS NON-EMPLOYEE DIRECTORS. 10 TO APPROVE THE AUTHORIZATION FOR THE For For Mgmt COMPANY TO PROVIDE AN ADDITIONAL $10,000 OF ANNUAL CASH COMPENSATION FOR EACH OF ITS NON-EMPLOYEE DIRECTORS FOR COMMITTEE PARTICIPATION. 11 TO APPROVE THE AUTHORIZATION OF THE For For Mgmt PROPOSED RENEWAL OF THE SHARE REPURCHASE MANDATE RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES. 12 TO APPROVE THE AUTHORIZATION OF THE For For Mgmt PROPOSAL APPROVAL OF A BONUS ISSUE. 11/04/04 - A Freddie Mac *FRE* 313400301 09/10/04 10,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Employee Stock Purchase Plan For For Mgmt 05/04/05 - A General Dynamics Corp. *GD* 369550108 03/11/05 1,700 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against For ShrHoldr 4 Report on Foreign Weapons Sales Against Against ShrHoldr 04/27/05 - A General Electric Co. *GE* 369604103 02/28/05 97,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 5 Report on PCB Clean-up Costs Against Against ShrHoldr 6 Adopt Policy on Overboarded Directors Against Against ShrHoldr 7 Prepare a Sustainability Report Against Against ShrHoldr 8 Political Contributions/Activities Against Against ShrHoldr 9 Eliminate Animal Testing Against Against ShrHoldr 05/19/05 - A Genworth Finl Inc *GNW* 37247D106 03/21/05 12,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/03/05 - A Georgia-Pacific Corp. *GP* 373298108 03/01/05 12,550 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Declassify the Board of Directors Against For Mgmt 05/25/05 - A GlaxoSmithKline PLC (formerly Glaxo 37733W105 03/11/05 2,000 Wellcome Plc ) Meeting for Holders of ADR's 1 DIRECTORS REPORT AND FINANCIAL STATEMENTS For For Mgmt 2 REMUNERATION REPORT For For Mgmt 3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR For For Mgmt 4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR For For Mgmt 5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR For For Mgmt 6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A For For Mgmt DIRECTOR 7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR For For Mgmt 8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR For For Mgmt 9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR For For Mgmt 10 Ratify Auditors For For Mgmt 11 REMUNERATION OF AUDITORS For For Mgmt 12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS For For Mgmt TO EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL EXPENDITURE 13 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Mgmt 14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Mgmt OWN SHARES 15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES For For Mgmt OF ASSOCIATION 16 DELETION OF ARTICLE 154.2 OF ARTICLES OF For For Mgmt ASSOCIATION 17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF For For Mgmt ASSOCIATION 04/19/05 - A Goodrich Corporation *GR* 382388106 02/28/05 9,775 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 05/26/05 - A HCA, Inc. *HCA* 404119109 03/28/05 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 03/16/05 - A Hewlett-Packard Co. *HPQ* 428236103 01/18/05 49,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 04/25/05 - A Honeywell International, Inc. *HON* 438516106 02/25/05 16,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Amend the Certificate of Incorporation and For For Mgmt By-laws 5 Establish Other Board Committee Against Against ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr 7 Report on Pay Disparity Against Against ShrHoldr 8 Performance- Based/Indexed Options Against Against ShrHoldr 9 Approve Commonsense Executive Compensation Against Against ShrHoldr Framework 05/02/05 - A Hubbell Incorporated *HUB.B* 443510201 03/04/05 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 04/27/05 - A Huntington Bancshares Inc. *HBAN* 446150104 02/18/05 14,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/01/05 - A Ingersoll-Rand Company Limited G4776G101 04/04/05 1,600 Meeting for Holders of ADR's 1 Elect Directors For For Mgmt 2 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE For For Mgmt BYE-LAWS TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS. 3 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE For For Mgmt BYE-LAWS TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS. 4 Ratify Auditors For For Mgmt 06/01/05 - A Ingram Micro, Inc. *IM* 457153104 04/04/05 8,700 1 Elect Directors For For Mgmt 04/26/05 - A International Business Machines Corp. 459200101 02/25/05 2,600 *IBM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Eliminate Age Discrimination in Retirement Against Against ShrHoldr Benefits 5 Calculate Executive Salary Without Regard Against For ShrHoldr to Pension Income 6 Expense Stock Options Against For ShrHoldr 7 Report on Executive Compensation Against Against ShrHoldr 8 Report on Outsourcing Against Against ShrHoldr 05/10/05 - A International Paper Co. *IP* 460146103 03/17/05 13,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/18/05 - A Jones Apparel Group, Inc. *JNY* 480074103 03/18/05 9,050 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 05/17/05 - A JPMorgan Chase & Co. *JPM* 46625H100 03/22/05 29,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Establish Term Limits for Directors Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Limit Executive Compensation Against Against ShrHoldr 7 Adopt Executive Benefit Policy Against Against ShrHoldr 05/05/05 - A KeyCorp *KEY* 493267108 03/08/05 11,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/05 - A Laboratory Corporation of America 50540R409 03/31/05 7,000 Holdings *LH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/05/05 - A Lear Corporation *LEA* 521865105 03/18/05 3,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 04/05/05 - A Lehman Brothers Holdings Inc. *LEH* 524908100 02/11/05 6,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 05/16/05 - A Limited Brands *LTD* 532716107 03/31/05 18,700 1 Elect Directors For For Mgmt 05/03/05 - A Magna International Inc. *MG.SV.A* 559222401 03/21/05 3,800 Meeting For Holders of Both Class A Subordinate Voting Shares and Class B shares 1 Elect Directors For Withhold Mgmt 2 Approve Ernst & Young LLP as Auditors and For For Mgmt Authorize the Audit Committee to Fix Their Remuneration 04/27/05 - A Marathon Oil Corp *MRO* 565849106 02/28/05 12,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 4 Amend Governance Documents Regarding Against For ShrHoldr Director Nominees by Affirmative Votes 05/24/05 - A Martin Marietta Materials, Inc. *MLM* 573284106 03/18/05 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/10/05 - A Masco Corp. *MAS* 574599106 03/15/05 8,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 05/19/05 - A Mattel, Inc. *MAT* 577081102 03/23/05 11,000 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 5 Workplace Code of Conduct Against Against ShrHoldr 05/05/05 - A MBIA Inc. *MBI* 55262C100 03/11/05 5,100 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Remove Supermajority Vote Requirement For For Mgmt 5 Permit to Act by Written Consent For For Mgmt 6 Ratify Auditors For For Mgmt 05/11/05 - A McDonald's Corp. *MCD* 580135101 03/14/05 23,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Genetically Modified Organisms Against Against ShrHoldr 05/31/05 - A MEDCO Health Solutions Inc *MHS* 58405U102 04/04/05 11,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan 5 Approve Executive Incentive Bonus Plan For For Mgmt 04/26/05 - A Merck & Co., Inc. *MRK* 589331107 02/25/05 13,950 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Limit Executive Compensation Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr 7 Report on Product Availability in Canada Against Against ShrHoldr 8 Report on Political Contributions Against Against ShrHoldr 9 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr TB, and Malaria Pandemic 04/22/05 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/22/05 9,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Restricted For For Mgmt Stock Plan 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 04/26/05 - A Metlife, Inc *MET* 59156R108 03/01/05 10,850 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Other Board Committee Against Against ShrHoldr 05/12/05 - A MGIC Investment Corp. *MTG* 552848103 03/11/05 4,700 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 11/09/04 - A Microsoft Corp. *MSFT* 594918104 09/10/04 9,000 1 Elect Directors For For Mgmt 2 Amend Bundled Compensation Plans For For Mgmt 3 Amend Bundled Compensation Plans For For Mgmt 4 Amend Stock Option Plan For For Mgmt 5 Ratify Auditors For For Mgmt 02/01/05 - S Molson Coors Brewing Co *TAP* 217016104 11/22/04 1,300 1 Amend Certificate of Incorporation For For Mgmt 2 Increase Authorized Common Stock For None Mgmt 3 Authorize a New Class of Common Stock For None Mgmt 4 Amend Certificate/Governance-Related For None Mgmt 5 Amend Certificate/Dividend Right For None Mgmt 6 Convert Form of Securities For None Mgmt 7 Convert Form of Securities For None Mgmt 8 Company Specific--Board-Related For None Mgmt 9 Amend Certificate/Increase or Decrease For None Mgmt Authorized Class B Stock 10 Directors May be Removed With/Without Cause For None Mgmt 05/11/05 - A Molson Coors Brewing Co *TAP* 60871R209 03/28/05 1,300 1 Elect Directors For For Mgmt 03/15/05 - A Morgan Stanley *MWD* 617446448 01/14/05 6,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 04/26/05 - A National City Corp. *NCC* 635405103 03/04/05 13,850 1 Elect Directors For For Mgmt 2 Ratify Auditor For For Mgmt 05/11/05 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/05 16,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 05/24/05 - A Nordstrom, Inc. *JWN* 655664100 03/16/05 3,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/05 - A Norfolk Southern Corp. *NSC* 655844108 03/07/05 16,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 06/29/05 - A Nortel Networks Corp. *NT.* 656568102 05/02/05 72,100 Management Proposals 1 Elect Directors For For Mgmt 2 Ratify Deloitte & Touche LLP as Auditors For For Mgmt 3 Approve Adoption of the Nortel U.S. Stock For For Mgmt Purchase Plan, the Nortel Global Stock Purchase Plan, and the Nortel Stock Purchase Plan for Members of the Nortel Savings and Retirement Program 4 Approve Adoption of Nortel 2005 Stock For For Mgmt Incentive Plan Shareholder Proposals 5 Require Shareholder Approval of the Against Against ShrHoldr Compensation of the Ten Highest Paid Executives 6 Exclude Senior Executive's Bonuses From Against Against ShrHoldr Calculation of Pensions 7 Require List of Nominees for Board of Against Against ShrHoldr Directors To Have a Minimum of 25% More Candidates Than There Are Spaces to Fill 8 Roll Back the Salary Level of All Senior Against Against ShrHoldr Executives to Their Salary Level on Jan. 1, 1998 9 Take Legal or other Appropriate Action to Against Against ShrHoldr Get Back Bonus and Salary Increases Given to Senior Executives (Past and Present) From 1998 through 2004 10 Take Legal or other Appropriate Action to Against Against ShrHoldr Exclude Executives (Past and Present)Bonuses and Salary Increases from 1998 through 2004 from Their Pensions Calculation 11 Take Legal or other Appropriate Action to Against Against ShrHoldr Get Back Compensation and Perks Paid to Board of Directors (former and present) From 1998 through 2004 12 Require Economy Class for All Business Against Against ShrHoldr Travel of All Senior Executives, Company Employees, and Board of Directors 13 Allow Shareholders in Attendance at AGM to Against Against ShrHoldr Elect Two Additional Directors to the Board in Addition to the Slate of Candidates Proposed by the Existing Board of Director's Nominating Committee at the AGM 14 Take Legal or other Appropriate Actions to Against Against ShrHoldr Get Back Fees Paid to External Auditors From 1998 through 2004; Require Future Auditor's Fees To Be Approved by Shareholders at AGM 15 Require Nortel To Provide Letter to Against Against ShrHoldr Regulatory Agencies With Information The Agencies Should Have Been Looking For to Protect Shareholders of Publicly Traded Companies 05/10/05 - A Northeast Utilities *NU* 664397106 03/11/05 10,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Articles For For Mgmt 05/17/05 - A Northrop Grumman Corp. *NOC* 666807102 03/21/05 1,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Amend Nonemployee Director Plan (Stock For For Mgmt Awards in Lieu of Cash) 5 Adopt Simply Majority Vote Requirement Against For ShrHoldr 05/06/05 - A Occidental Petroleum Corp. *OXY* 674599105 03/03/05 10,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Proposal Regarding Board Sponsored Proposals Against Against ShrHoldr 5 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 05/13/05 - A Office Depot, Inc. *ODP* 676220106 03/10/05 19,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Review/Limit Executive Compensation Against Against ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/11/05 - A Owens-Illinois, Inc. *OI* 690768403 03/14/05 2,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 07/07/04 - A Oxford Health Plans, Inc. 691471106 06/11/04 5,500 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 05/04/05 - A PepsiCo, Inc. *PEP* 713448108 03/11/05 1,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Corporate Political Contributions Against Against ShrHoldr 04/26/05 - A PNC Financial Services Group, Inc. 693475105 02/28/05 7,300 *PNC* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/05 - A PPG Industries, Inc. *PPG* 693506107 02/22/05 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/07/05 - A Prudential Financial Inc *PRU* 744320102 04/11/05 9,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt 4 Approve Qualified Employee Stock Purchase For For Mgmt Plan 08/31/04 - S RenaissanceRe Holdings Ltd. *RNR* G7496G103 07/23/04 2,000 Meeting for Holders of ADRs 1 TO APPROVE THE RENAISSANCERE HOLDINGS LTD. For For Mgmt 2004 STOCK INCENTIVE PLAN. 05/25/05 - A Safeway Inc. *SWY* 786514208 03/28/05 21,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Seek Sale of Company Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against Against ShrHoldr 6 Prepare a Sustainability Report Against Against ShrHoldr 7 Limit Awards to Executives Against Against ShrHoldr 8 Require a Majority Vote for the Election of Against For ShrHoldr Directors 9 Limit Composition of Committee(s) to Against Against ShrHoldr Independent Directors 10 Proposal Regarding the Office of The Board Against Against ShrHoldr of Directors 12/23/04 - S Sanofi-Aventis (Formerly 80105N105 11/08/04 9,000 Sanofi-Synthelabo ) Meeting for Holders of ADRs 1 Approve Merger by Absorption of Aventis by For For Mgmt Sanofi-Aventis; Authorize Issuance of 19.1 Million Shares to Compensate Aventis Minority Shareholders 2 Approve Accounting Treatment of Absorption For For Mgmt 3 Assume Obligations of 257,248 Outstanding For For Mgmt Aventis Warrants; Authorize Issuance of Up to 301,984 Sanofi-Aventis Shares to Satisfy Conversion of Aventis Warrants 4 Assume Obligations of 48.08 Million For For Mgmt Outstanding Aventis Stock Options; Authorize Issuance of Sanofi-Aventis Shares to Satisfy Conversion of Aventis Stock Options 5 Set Dec. 31, 2004, as Effective Date of For For Mgmt Merger and Related Capital Increase to Aventis Minority Shareholders 6 Amend Articles to Reflect Changes in Capital For For Mgmt 7 Approve Capital Increase Reserved for For For Mgmt Employees Participating in Savings-Related Share Purchase Plan 8 Authorize Filing of Required For For Mgmt Documents/Other Formalities 04/29/05 - A SBC Communications Inc. *SBC* 78387G103 03/01/05 21,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Nonqualified Employee Stock For For Mgmt Purchase Plan 4 Report on Political Contributions Against Against ShrHoldr 5 Report on Executive Compensation Against Against ShrHoldr 6 Performance- Based/Indexed Options Against Against ShrHoldr 7 Adopt Simple Majority Vote Against For ShrHoldr 04/05/05 - A Sempra Energy *SRE* 816851109 02/18/05 11,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Collato --- Withhold 1.2 Elect Director Denise K. Fletcher --- For 1.3 Elect Director William C. Rusnack --- Withhold 1.4 Elect Director William P. Rutledge --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Option Expensing Against For ShrHoldr 4 Declassify the Board of Directors Against For ShrHoldr 5 Performance-Based/Indexed Options Against Against ShrHoldr 6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 05/11/05 - A Smurfit - Stone Container Corp. *SSCC* 832727101 03/14/05 12,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 01/13/05 - A Solectron Corp. *SLR* 834182107 11/18/04 40,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/28/04 - S SouthTrust Corp. 844730101 09/21/04 3,600 1 Approve Merger Agreement For For Mgmt 05/06/05 - A SPX Corp. *SPW* 784635104 03/18/05 6,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/05 - A Storage Technology Corp. *STK* 862111200 03/04/05 2,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Inclusion of Abstention Votes to the Total Against Against ShrHoldr Number of Votes Cast for a Proposal 09/15/04 - S SunTrust Banks, Inc. *STI* 867914103 07/30/04 6,700 1 Approve Merger Agreement For For Mgmt 2 Adjourn Meeting For For Mgmt 04/19/05 - A SunTrust Banks, Inc. *STI* 867914103 02/25/05 7,800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Management Incentive Plan For For Mgmt 4 Approve Performance Unit Plan For For Mgmt 06/15/05 - A SUPERVALU Inc. *SVU* 868536103 04/18/05 8,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 05/18/05 - A Target Corporation *TGT* 87612E106 03/21/05 6,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/07/05 - A Tech Data Corp. *TECD* 878237106 04/11/05 3,300 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 04/21/05 - A Tellabs, Inc. *TLAB* 879664100 02/22/05 36,500 1 Elect Directors For For Mgmt 2 Approve Qualified Employee Stock Purchase For For Mgmt Plan 3 Ratify Auditors For For Mgmt 05/06/05 - A Temple-Inland Inc. *TIN* 879868107 03/09/05 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/05 - A Textron Inc. *TXT* 883203101 03/04/05 6,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr 4 Performance- Based/Indexed Options Against Against ShrHoldr 05/17/05 - A The Allstate Corp. *ALL* 020002101 03/18/05 12,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 05/02/05 - A The Boeing Co. *BA* 097023105 03/03/05 7,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Kenneth M. Duberstein --- Withhold 1.2 Elect Director W. James McNerney, Jr. --- Withhold 1.3 Elect Director Lewis E. Platt --- Withhold 1.4 Elect Director Mike S. Zafirovski --- For 2 Ratify Auditors For For Mgmt 3 Adopt Human Rights Policy Against Against ShrHoldr 4 Develop Ethical Criteria for Military Against Against ShrHoldr Contracts 5 Report on Political Contributions Against Against ShrHoldr 6 Declassify the Board of Directors Against For ShrHoldr 7 Adopt Simple Majority Vote Requirement Against For ShrHoldr 8 Establish Other Board Committee Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against Against ShrHoldr 04/26/05 - A The Chubb Corp. *CB* 171232101 03/07/05 5,550 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/12/05 - A The Dow Chemical Company *DOW* 260543103 03/14/05 1,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Persistent Bioaccumulative and Against Against ShrHoldr Toxic Chemicals 04/06/05 - A The Goldman Sachs Group, Inc. *GS* 38141G104 02/07/05 4,500 1 Elect Directors For For Mgmt 2 Declassify the Board of Directors For For Mgmt 3 Ratify Auditors For For Mgmt 05/18/05 - A The Hartford Financial Services Group, 416515104 03/22/05 7,400 Inc. *HIG* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 06/23/05 - A The Kroger Co. *KR* 501044101 04/25/05 27,200 1 Elect Directors For Withhold Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Eliminate super-majority provision Against For ShrHoldr 5 Report on Feasibility of Improving Animal Against Against ShrHoldr Welfare Standards 6 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 07/28/04 - A The St. Paul Travelers Companies, Inc. 792860108 06/04/04 14,036 *STA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 05/03/05 - A The St. Paul Travelers Companies, Inc. 792860108 03/11/05 15,836 *STA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/05 - A The Stanley Works *SWK* 854616109 02/28/05 2,200 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against For ShrHoldr 4 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr Services 02/11/05 - A The Walt Disney Company *DIS* 254687106 12/17/04 3,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Prohibit Greenmail Payments Against For ShrHoldr 5 Report on Vendor Standards in China Against Against ShrHoldr 05/20/05 - A Time Warner Inc *TWX* 887317105 03/24/05 55,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Pay Disparity Against Against ShrHoldr 04/28/05 - A Torchmark Corp. *TMK* 891027104 03/04/05 1,225 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Stock Option For For Mgmt Plan 4 Approve Omnibus Stock Plan For For Mgmt 5 Make Effort to Locate Women and Minorities Against Against ShrHoldr for Board Nomination 03/10/05 - A Tyco International Ltd. *TYC* 902124106 01/10/05 10,600 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/05 - A U.S. Bancorp *USB* 902973304 02/28/05 20,597 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Reduce Supermajority Vote Requirement For For Mgmt 4 Performance- Based/Indexed Options Against For ShrHoldr 5 Prohibit Auditor from Providing Non-Audit Against For ShrHoldr Services 05/10/05 - A Unilever N.V. 904784709 03/18/05 4,800 Meeting for Holders of ADR's 1 ADOPTION OF THE ANNUAL ACCOUNTS AND For For Mgmt APPROPRIATION OF THE PROFIT FOR THE 2004 FINANCIAL YEAR. 2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For For Mgmt 3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For For Mgmt 4 CORPORATE GOVERNANCE AND ALTERATIONS TO THE For For Mgmt ARTICLES OF ASSOCIATION. 5 Elect Directors For For Mgmt 6 REMUNERATION OF DIRECTORS. For For Mgmt 7 NLG 0.10 CUMULATIVE PREFERENCE SHARES; For For Mgmt REDUCTION OF THE ISSUED CAPITAL BY CANCELLATION. 8 Ratify Auditors For For Mgmt 9 DESIGNATION, OF THE BOARD OF DIRECTORS AS For For Mgmt THE COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE OF SHARES IN THE COMPANY. 10 AUTHORIZATION, OF THE BOARD OF DIRECTORS TO For For Mgmt PURCHASE SHARES IN THE COMPANY AND DEPOSITARY RECEIPTS THEREFOR. 04/26/05 - A United States Steel Corp. *X* 912909108 02/25/05 11,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Approve Executive Incentive Bonus Plan For For Mgmt 05/03/05 - A UST Inc. *UST* 902911106 03/09/05 9,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Policy on Internet Advertising Against Against ShrHoldr 09/13/04 - S Valero Energy Corp. *VLO* 91913Y100 07/27/04 3,600 1 Increase Authorized Common Stock For For Mgmt 05/05/05 - A Verizon Communications *VZ* 92343V104 03/07/05 40,000 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Barker --- For 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- Withhold 1.6 Elect Director Thomas H. O' Brien --- For 1.7 Elect Director Hugh B. Price --- For 1.8 Elect Director Ivan G. Seidenberg --- For 1.9 Elect Director Walter V. Shipley --- For 1.10 Elect Director John R. Stafford --- For 1.11 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 4 Require a Majority Vote for the Election of Against For ShrHoldr Directors 5 Require Majority of Independent Directors Against Against ShrHoldr on Board 6 Separate Chairman and CEO Positions Against For ShrHoldr 7 Amend Director/Officer Against Against ShrHoldr Liability/Indemnifications Provisions 8 Report on Political Contributions Against Against ShrHoldr 04/26/05 - A VF Corp. *VFC* 918204108 03/08/05 3,600 1 Elect Directors For Withhold Mgmt 2 Ratify Auditors For For Mgmt 05/10/05 - A Vishay Intertechnology, Inc. *VSH* 928298108 04/01/05 13,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/05 - A Vulcan Materials Co. *VMC* 929160109 03/21/05 6,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 10/28/04 - S Wachovia Corp. *WB* 929903102 08/20/04 17,300 1 Approve Merger Agreement For For Mgmt 04/19/05 - A Wachovia Corp. *WB* 929903102 02/16/05 23,504 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/19/05 - A Washington Mutual, Inc *WM* 939322103 02/28/05 16,487 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/26/05 - A Wells Fargo & Company *WFC* 949746101 03/08/05 10,050 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Adopt Policy on Payday Lenders Against Against ShrHoldr 5 Link Executive Compensation to Predatory Against Against ShrHoldr Lending 6 Performance- Based/Indexed Options Against Against ShrHoldr 7 Limit Executive Compensation Against Against ShrHoldr 8 Separate Chairman and CEO Positions Against For ShrHoldr 09/30/04 - A Worthington Industries Inc. *WOR* 981811102 08/05/04 6,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/05 - A Xcel Energy Inc. *XEL* 98389B100 03/28/05 14,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt 4 Ratify Auditors For For Mgmt 04/29/05 - A Xl Capital Ltd (Formerly Exel Ltd. ) G98255105 03/14/05 4,200 *XL* Meeting for Holders of ADR's 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 TO APPROVE THE AMENDMENT AND RESTATEMENT OF For For Mgmt THE COMPANY S 1991 PERFORMANCE INCENTIVE PROGRAM. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Principal Partners LargeCap Value Fund, Inc. ------------------------------------------------------------------- By (Signature and Title) /s/ Arthur S. Filean ------------------------------------------------------- Arthur S. Filean Senior Vice President and Secretary Date August 29, 2005 ---------------------------------------------------------------------------