. . . UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0582 WASHINGTON, DC 20549 Expires: March 31, 2006 Estimated average burden FORM N-PX hours per response..14.4 ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-2631 --------------------------------------------- Chestnut Street Exchange Fund - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 400 Bellevue Parkway Wilmington, DE 19809 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Edward J. Roach 400 Bellevue Parkway Wilmington, DE 19809 - ------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (302) 792-2555 --------------------------- Date of fiscal year end: December 31st ------------------- Date of reporting period: June 30, 2004 ------------------ Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 10/13/03 - A ORACLE CORP. *ORCL* 68389X105 08/21/03 50,000 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan SHAREHOLDER PROPOSAL 5 Implement China Principles Against Against ShrHoldr 10/30/03 - A SARA LEE CORP. *SLE* 803111103 09/02/03 48,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt SHAREHOLDER PROPOSALS 3 Report on Charitable Contributions Against Against ShrHoldr 4 Implement and Monitor Code of Corporate Against Against ShrHoldr Conduct - ILO Standards 11/11/03 - A MICROSOFT CORP. *MSFT* 594918104 09/12/03 110,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Amend Non-Employee Director Stock Option For For Mgmt Plan SHAREHOLDER PROPOSAL 4 Refrain from Giving Charitable Contributions Against Against ShrHoldr 01/22/04 - A AIR PRODUCTS & CHEMICALS, INC. *APD* 009158106 11/28/03 106,123 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 02/03/04 - A EMERSON ELECTRIC CO. *EMR* 291011104 11/24/03 102,364 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Ratify Auditors For For Mgmt 03/03/04 - A THE WALT DISNEY COMPANY *DIS* 254687106 01/16/04 136,206 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 China Principles Against Against ShrHoldr 4 Report on Supplier Labor Standards in China Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 5 Report on Amusement Park Safety Against Against ShrHoldr 03/09/04 - A CABOT MICROELECTRONICS CORP. *CCMP* 12709P103 01/20/04 52,855 1 Elect Directors For For Mgmt 2 Elect Director William P. Noglows For For Mgmt 3 Ratify Auditors For For Mgmt 4 Approve Omnibus Stock Plan For For Mgmt 03/11/04 - A CABOT CORP. *CBT* 127055101 01/12/04 90,747 1 Elect Directors For For Mgmt 03/17/04 - S BANK OF AMERICA CORP. *BAC* 060505104 01/26/04 208,286 1 Approve Merger Agreement For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Adjourn Meeting For For Mgmt 03/17/04 - A HEWLETT-PACKARD CO. *HPQ* 428236103 01/20/04 122,194 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr 04/14/04 - A SCHLUMBERGER LTD. *SLB* 806857108 02/25/04 60,432 MEETING FOR HOLDERS OF ADRS 1 Elect Directors For For Mgmt 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Mgmt DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 STOCK AND For For Mgmt DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Mgmt 04/15/04 - A BP PLC (FORM. BP AMOCO PLC ) 055622104 02/23/04 44,280 MEETING FOR HOLDERS OF ADRS 1 Elect Directors For For Mgmt 2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Mgmt 3 Ratify Auditors For For Mgmt 4 TO AMEND THE ARTICLES OF ASSOCIATION OF THE For For Mgmt COMPANY 5 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Mgmt SPECIFIED AMOUNT - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 6 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Mgmt ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Mgmt AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 8 TO AUTHORISE THE USE OF TREASURY SHARES FOR For For Mgmt EMPLOYEE SHARE SCHEMES 9 TO APPROVE THE DIRECTORS REMUNERATION REPORT For For Mgmt 10 TO DETERMINE THE LIMIT FOR THE AGGREGATE For For Mgmt REMUNERATION OF THE NON-EXECUTIVE DIRECTORS 11 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND For For Mgmt THE ACCOUNTS 12 SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT Against Against ShrHoldr THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS 04/16/04 - A UNION PACIFIC CORP. *UNP* 907818108 02/06/04 40,000 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr 5 Report on Political Contributions/Activities Against Against ShrHoldr 04/20/04 - A WACHOVIA CORP. *WB* 929903102 02/18/04 97,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Require Two Candidates for Each Board Seat Against Against ShrHoldr 4 Report on Political Contributions/Activities Against Against ShrHoldr 5 Separate Chairman and CEO Positions Against For ShrHoldr 04/21/04 - A BURLINGTON NORTHERN SANTA FE CORP. 12189T104 02/27/04 119,796 *BNI* 1 Elect Directors For For Mgmt - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 2 Amend Omnibus Stock Plan For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A MEDCO HEALTH SOLUTIONS INC *MHS* 58405U102 03/10/04 48,448 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/21/04 - A THE COCA-COLA COMPANY *KO* 191216100 02/23/04 234,213 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Operational Impact of HIV/AIDS For For ShrHoldr Pandemic 4 Report on Stock Option Distribution by Race Against Against ShrHoldr and Gender 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Submit Executive Compensation to Vote Against For ShrHoldr 7 Submit Executive Compensation to Vote Against Against ShrHoldr 8 Implement China Principles Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against For ShrHoldr 04/22/04 - A JOHNSON & JOHNSON *JNJ* 478160104 02/24/04 752,094 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr 04/23/04 - A ABBOTT LABORATORIES *ABT* 002824100 02/25/04 243,928 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Drug Pricing Against Against ShrHoldr 4 Report on Political Contributions/Activities Against Against ShrHoldr 5 Prohibit Awards to Executives Against Against ShrHoldr 6 Report on Operational Imact of HIV/AIDS, Against Against ShrHoldr TB, and Malaria Pandemic 04/26/04 - A AMERICAN EXPRESS CO. *AXP* 025816109 02/27/04 117,433 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr 4 Report on Political Contributions/Activities Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 04/27/04 - A INTERNATIONAL BUSINESS MACHINES CORP. 459200101 02/27/04 41,884 *IBM* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's Business For For Mgmt Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Mgmt 5 Provide for Cumulative Voting Against Against ShrHoldr 6 Amend Pension and Retirement Medical Against Against ShrHoldr Insurance Plans 7 Submit Executive Compensation to Vote Against For ShrHoldr 8 Expense Stock Options Against For ShrHoldr 9 Limit Awards to Executives Against Against ShrHoldr 10 China Principles Against Against ShrHoldr 11 Report on Political Contributions/Activities Against Against ShrHoldr 12 Report on Executive Compensation Against Against ShrHoldr 04/27/04 - A MERCK & CO., INC. *MRK* 589331107 02/24/04 397,150 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Social Issues Against Against ShrHoldr 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr TB, and Malaria Pandemic 04/27/04 - A MOODY'S CORPORATION *MCO* 615369105 03/01/04 50,647 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 5 Performance- Based Against Against ShrHoldr 04/27/04 - A WELLS FARGO & COMPANY *WFC* 949746101 03/09/04 314,532 1 Elect Directors For For Mgmt 2 Approve Retirement Plan For For Mgmt 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr 5 Limit Executive Compensation Against Against ShrHoldr 6 Link Executive Compensation to Social Issues Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 5 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 7 Report on Political Contributions/Activities Against Against ShrHoldr 04/28/04 - A GENERAL ELECTRIC CO. *GE* 369604103 03/01/04 384,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 5 Eliminate Animal Testing Against Against ShrHoldr 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Against ShrHoldr 9 Prepare Sustainability Report Against Against ShrHoldr 10 Limit Composition of Management Development Against For ShrHoldr and Compensation Committee to Independent Directors 11 Report on Pay Disparity Against Against ShrHoldr 12 Limit Awards to Executives Against Against ShrHoldr 13 Limit Board Service for Other Companies Against For ShrHoldr 14 Separate Chairman and CEO Positions Against For ShrHoldr 15 Hire Advisor/Maximize Shareholder Value Against Against ShrHoldr 16 Adopt a Retention Ratio for Executives and Against Against ShrHoldr Directors 17 Require 70% to 80% Independent Board Against Against ShrHoldr 18 Report on Political Contributions/Activities Against Against ShrHoldr 04/28/04 - A VERIZON COMMUNICATIONS *VZ* 92343V104 03/01/04 151,713 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against Against ShrHoldr 4 Require Majority of Independent Directors Against Against ShrHoldr on Board 5 Separate Chairman and CEO Positions Against For ShrHoldr 6 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote 7 Submit Executive Compensation to Vote Against For ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr 9 Report on Stock Option Distribution by Race Against Against ShrHoldr and Gender 10 Report on Political Contributions/Activities Against Against ShrHoldr 11 Cease Charitable Contributions Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 6 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 05/03/04 - A MOTOROLA, INC. *MOT* 620076109 03/05/04 357,354 1 Elect Directors For For Mgmt 2 Limit Executive Compensation Against Against ShrHoldr 3 Limit Awards to Executives Against Against ShrHoldr 05/04/04 - A BAXTER INTERNATIONAL INC. *BAX* 071813109 03/05/04 70,896 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provide for Cumulative Voting Against Against ShrHoldr 05/07/04 - A IMS HEALTH INC. *RX* 449934108 03/05/04 79,516 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors Against Against ShrHoldr 4 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 05/10/04 - A PITNEY BOWES INC. *PBI* 724479100 03/12/04 41,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Political Contributions/Activities Against Against ShrHoldr 05/11/04 - A 3M CO *MMM* 88579Y101 03/12/04 152,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 4 Separate Chairman and CEO Positions Against For ShrHoldr 05/19/04 - A AMERICAN INTERNATIONAL GROUP, INC. 026874107 03/26/04 30,000 *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt 3 Approve Non-Employee Director Stock Option For For Mgmt Plan 4 Ratify Auditors For For Mgmt 5 Report on Political Contributions/Activities Against Against ShrHoldr 6 Divest from Tobacco Equities Against Against ShrHoldr 7 Link Executive Compensation to Predatory Against Against ShrHoldr Lending - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 7 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 05/19/04 - A INTEL CORP. *INTC* 458140100 03/22/04 1,529,352 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Expense Stock Options Against For ShrHoldr 5 Limit/Prohibit Awards to Executives Against For ShrHoldr 6 Performance- Based/Indexed Options Against For ShrHoldr 05/20/04 - A MARSH & MCLENNAN COMPANIES, INC. *MMC* 571748102 03/22/04 116,352 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A SAFEWAY INC. *SWY* 786514208 03/25/04 47,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For Against Mgmt 4 Approve Repricing of Options For For Mgmt 5 Amend Bylaws to Require Independent Against For ShrHoldr Director as Chairman of the Board 6 Provide for Cumulative Voting Against Against ShrHoldr 7 Report on Genetically Modified Organisms Against Against ShrHoldr (GMO) 8 Prepare Sustainability Report Against Against ShrHoldr 9 Report on Political Contributions Against Against ShrHoldr 10 Expense Stock Options Against For ShrHoldr 05/25/04 - A FANNIE MAE *FNM* 313586109 04/06/04 70,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt 4 Provide for Cumulative Voting Against Against ShrHoldr 05/25/04 - A JP MORGAN CHASE & CO. *JPM* 46625H100 04/02/04 148,000 1 Approve Merger Agreement For For Mgmt 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 4 Amend Executive Incentive Bonus Plan For For Mgmt 5 Adjourn Meeting For For Mgmt 6 Establish Term Limits for Directors Against Against ShrHoldr 7 Charitable Contributions Against Against ShrHoldr 8 Political Contributions Against Against ShrHoldr 9 Separate Chairman and CEO Positions Against For ShrHoldr 10 Provide Adequate Disclosure for over the Against Against ShrHoldr counter Derivatives 11 Auditor Independence Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 8 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 12 Submit Non-Employee Director Compensation Against Against ShrHoldr to Vote 13 Report on Pay Disparity Against Against ShrHoldr 05/26/04 - A BANK OF AMERICA CORP. *BAC* 060505104 04/07/04 208,286 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr 4 Adopt Nomination Procedures for the Board Against Against ShrHoldr 5 Charitable Contributions Against Against ShrHoldr 6 Establish Independent Committee to Review Against Against ShrHoldr Mutual Fund Policy 7 Adopt Standards Regarding Privacy and Against Against ShrHoldr Information Security 05/26/04 - A COMCAST CORP. *CMCSA* 20030N101 03/15/04 105,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Restricted Stock Plan For For Mgmt 4 Amend Articles/Bylaws/Charter-Non-Routine For For Mgmt 5 Require Two-Thirds Majority of Independent Against For ShrHoldr Directors on Board 6 Political Contributions/Activities Against Against ShrHoldr 7 Nominate Two Directors for every open Against Against ShrHoldr Directorships 8 Limit Executive Compensation Against Against ShrHoldr 9 Adopt a Recapitalization Plan Against For ShrHoldr 05/26/04 - A EXXON MOBIL CORP. *XOM* 30231G102 04/05/04 155,296 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director Restricted For For Mgmt Stock Plan 4 Affirm Political Nonpartisanship Against Against ShrHoldr 5 Report on Political Contributions/Activities Against Against ShrHoldr 6 Report on Equatorial Guinea Against Against ShrHoldr 7 Separate Chairman and CEO Positions Against For ShrHoldr 8 Prohibit Awards to Executives Against Against ShrHoldr 9 Report on Stock Option Distribution by Race Against Against ShrHoldr and Gender 10 Amend EEO Statement to Include Reference to Against Against ShrHoldr Sexual Orientation 11 Report on Climate Change Research Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 9 VOTE SUMMARY REPORT Jul 01, 2003 - Jun 30, 2004 BLACKROCK CHESTNUT STREET EXCHANGE FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted - ------------------------------------------------------------------------------------------------------------------------------------ 06/10/04 - A ALBERTSON'S INC. *ABS* 013104104 04/14/04 57,133 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt 4 Require a Majority Vote for the Election of Against Against ShrHoldr Directors 5 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 6 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 7 Declassify the Board of Directors Against Against ShrHoldr - -------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 10 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) Chestnut Street Exchange Fund ------------------------------------------------------------------ By (Signature and Title)* Edward J. Roach ------------------------------------------------------ Edward J. Roach, President & Treasurer (Principal Executive Officer) Date August 5, 2004 -------------------------------------------------------------------------- 3