UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-2631
Chestnut Street Exchange Fund
(Exact name of registrant as specified in charter)
400 Bellevue Parkway, 4th Floor
Wilmington, DE 19809
(Address of principal executive offices) (Zip code)
Edward J. Roach, President & Treasurer
400 Bellevue Parkway, 4th Floor
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, 2005
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (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 there under (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.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2004 TO JUNE 30, 2005
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
05/10/05 - A 3M CO *MMM* 88579Y101 03/11/05 144,103
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Eliminate Animal Testing Against Against ShrHoldr
5 Implement China Principles Against Against ShrHoldr
04/22/05 - A ABBOTT LABORATORIES *ABT* 002824100 02/23/05 231,254
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Link Executive Compensation to Government Fines Against Against ShrHoldr
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Political Contributions Against Against ShrHoldr
7 Report on Operational Imact of HIV/AIDS, TB, and Against Against ShrHoldr
Malaria Pandemic
8 Separate Chairman and CEO Positions Against For ShrHoldr
01/27/05 - A AIR PRODUCTS & CHEMICALS, INC. *APD* 009158106 11/30/04 106,123
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
06/02/05 - A ALBERTSON'S, INC. *ABS* 013104104 04/13/05 54,165
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
4 Adopt Simply Majority Vote Requirement Against For ShrHoldr
5 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
6 Separate Chairman and CEO Positions Against For ShrHoldr
7 Performance- Based/Indexed Options Against For ShrHoldr
04/27/05 - A AMERICAN EXPRESS CO. *AXP* 025816109 02/28/05 111,332
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Company-Specific--Compensation-Related Against Against ShrHoldr
4 Report on Political Contributions Against Against ShrHoldr
04/27/05 - A BANK OF AMERICA CORP. *BAC* 060505104 03/04/05 394,928
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
05/03/05 - A BAXTER INTERNATIONAL INC. *BAX* 071813109 03/04/05 64,986
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against Against ShrHoldr
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
4 Prohibit Auditor from Providing Non-Audit Services Against Against ShrHoldr
5 Declassify the Board of Directors None Against ShrHoldr
04/14/05 - A BP PLC (FORM. BP AMOCO PLC ) 055622104 02/18/05 44,280
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 SPECIFIED For For Mgmt
AMOUNT
4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A For For Mgmt
LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN
OFFER TO SHAREHOLDERS
5 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR For For Mgmt
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 DIRECTORS For For Mgmt
INCENTIVE PLAN
8 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE For For Mgmt
ACCOUNTS
04/20/05 - A BURLINGTON NORTHERN SANTA FE CORP. *BNI* 12189T104 02/22/05 113,572
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
03/10/05 - A CABOT CORP. *CBT* 127055101 01/14/05 90,747
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
03/08/05 - A CABOT MICROELECTRONICS CORP. *CCMP* 12709P103 01/18/05 44,695
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/01/05 - A COMCAST CORP. *CMCSA* 20030N101 03/24/05 99,829
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 Pill) to Against For ShrHoldr
Shareholder Vote
7 Approve Recapitalization Plan Against For ShrHoldr
02/01/05 - A EMERSON ELECTRIC CO. *EMR* 291011104 11/24/04 95,519
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Restricted Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Amend Equal Employment Policy Regarding Sexual Against Against ShrHoldr
Orientation
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
05/25/05 - A EXXON MOBIL CORP. *XOM* 30231G102 04/06/05 147,227
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 Industry Against Against ShrHoldr
Experience
6 Report on Payments to Indonesian Military Against Against ShrHoldr
7 Adopt Policy Prohibiting Discrimination based on Against Against ShrHoldr
Sexual Orientation
8 Report on Potential Damage of Drilling in Protected Against Against ShrHoldr
Regions
9 Disclose Information Supporting the Company Against Against ShrHoldr
Position on Climate Change
10 Report on Company Policies for Compliance with the Against Against ShrHoldr
Kyoto Protocol
04/29/05 - A FREESCALE SEMICONDUCTOR, INC. *FSL* 35687M206 03/01/05 30,192
1 Elect Directors For For Mgmt
2 Amend Articles For For Mgmt
3 Amend Bylaws For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Ratify Auditors For For Mgmt
04/27/05 - A GENERAL ELECTRIC CO. *GE* 369604103 02/28/05 364,049
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
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
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
03/16/05 - A HEWLETT-PACKARD CO. *HPQ* 428236103 01/18/05 61,097
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/09/05 - A HOSPIRA INC *HSP* 441060100 03/11/05 23,125
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 IMS HEALTH INC. *RX* 449934108 03/04/05 75,385
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Submit Poison Pill to Shareholder Vote Against For ShrHoldr
05/18/05 - A INTEL CORP. *INTC* 458140100 03/21/05 1,332,517
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
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
04/26/05 - A INTERNATIONAL BUSINESS MACHINES CORP. *IBM* 459200101 02/25/05 39,708
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 Benefits Against Against ShrHoldr
5 Calculate Executive Salary Without Regard to Against For ShrHoldr
Pension Income
6 Expense Stock Options Against Against ShrHoldr
7 Report on Executive Compensation Against Against ShrHoldr
8 Report on Outsourcing Against Against ShrHoldr
04/28/05 - A JOHNSON & JOHNSON *JNJ* 478160104 03/01/05 680,414
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/17/05 - A JPMORGAN CHASE & CO. *JPM* 46625H100 03/22/05 140,310
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 For ShrHoldr
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
05/19/05 - A MARSH & MCLENNAN COMPANIES, INC. *MMC* 571748102 03/21/05 110,307
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Option Exchange Program For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
5 Request That the Board of Directors Adopt an Against For ShrHoldr
Executive Compensation Policy That All
Future Stock Option Grants to Senior Executives
Shall be Performance-Based
6 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
05/31/05 - A MEDCO HEALTH SOLUTIONS INC *MHS* 58405U102 04/04/05 45,931
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 Plan For For Mgmt
5 Approve Executive Incentive Bonus Plan For For Mgmt
04/26/05 - A MERCK & CO., INC. *MRK* 589331107 02/25/05 349,404
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
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLOCKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
9 Report on Operational Impact of HIV/AIDS, TB, and Against Against ShrHoldr
Malaria Pandemic
11/09/04 - A MICROSOFT CORP. *MSFT* 594918104 09/10/04 110,800
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
04/26/05 - A MOODY'S CORPORATION *MCO* 615369105 03/01/05 48,016
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/02/05 - A MOTOROLA, INC. *MOT* 620076109 03/04/05 273,453
1 Elect Directors For For Mgmt
2 Limit Executive Compensation Against Against ShrHoldr
3 Require a Majority Vote for the Election of Against Against ShrHoldr
Election of Directors
10/29/04 - A ORACLE CORP. *ORCL* 68389X105 09/02/04 78,000
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Implement China Principles Against Against ShrHoldr
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLOCKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
05/09/05 - A PITNEY BOWES INC. *PBI* 724479100 03/11/05 39,154
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/05 - A SAFEWAY INC. *SWY* 786514208 03/28/05 44,558
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 For 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 Against ShrHoldr
Directors
9 Limit Composition of Committee(s) to Independent Against Against ShrHoldr
Directors
10 Proposal Regarding the Office of The Board of Against Against ShrHoldr
Directors
10/28/04 - A SARA LEE CORP. *SLE* 803111103 09/01/04 48,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Charitable Contributions Against Against ShrHoldr
04/13/05 - A SCHLUMBERGER LTD. *SLB* 806857108 03/02/05 57,292
MEETING FOR HOLDERS OF ADR'S
1 Elect Directors For For Mgmt
2 ADOPTION AND APPROVAL For For Mgmt
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLOCKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
OF FINANCIALS AND DIVIDENDS
3 ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES OF For For Mgmt
INCORPORATION
4 ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES OF For For Mgmt
INCORPORATION
5 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 For For Mgmt
OPTION PLAN
6 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE For For Mgmt
SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN
7 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Mgmt
ACCOUNTING FIRM
04/19/05 - A THE COCA-COLA COMPANY *KO* 191216100 02/22/05 222,044
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Review Labor Rights in Columbia Against Against ShrHoldr
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Submit Severance Agreement to Shareholder Vote Against For ShrHoldr
02/11/05 - A THE WALT DISNEY COMPANY *DIS* 254687106 12/17/04 136,206
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
4 Prohibit Greenmail Payments Against For ShrHoldr
5 Report on Vendor Standards in China Against Against ShrHoldr
05/05/05 - A UNION PACIFIC CORP. *UNP* 907818108 02/25/05 37,922
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Performance- Based/Indexed Options Against Against ShrHoldr
05/05/05 - A VERIZON COMMUNICATIONS *VZ* 92343V104 03/07/05 143,830
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
5 Require Majority of Independent Directors on Board Against Against ShrHoldr
6 Separate Chairman and CEO Positions Against For ShrHoldr
7 Amend Director/Officer Liability/Indemnifications Against Against ShrHoldr
Provisions
8 Report on Political Contributions Against Against ShrHoldr
10/28/04 - S WACHOVIA CORP. *WB* 929903102 08/20/04 97,200
1 Approve Merger Agreement For For Mgmt
04/19/05 - A WACHOVIA CORP. *WB* 929903102 02/16/05 97,200
1 Elect Directors For For Mgmt
VOTE SUMMARY REPORT
Jul 01, 2004 - Jun 30, 2005
BLACKROCK CHESTNUT STREET EXCHANGE FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ------------ -------------------------------------------- ----------- ------- ------- -------- -------- ---------
2 Ratify Auditors For For Mgmt
04/26/05 - A WELLS FARGO & COMPANY *WFC* 949746101 03/08/05 298,190
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 Lending Against Against ShrHoldr
6 Performance- Based/Indexed Options Against For ShrHoldr
7 Limit Executive Compensation Against Against ShrHoldr
8 Separate Chairman and CEO Positions Against For ShrHoldr
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) *s/s
----------------------------------------------
Edward J. Roach, President & Treasurer
(Principal Executive Officer)
Date August 22, 2005
* Print the name and title of each signing officer under his or her
signature.