As filed with the Securities and Exchange Commission on August 29, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
Annual Report of Proxy Voting Record of Registered Management Investment Company
Investment Company Act file number: 811-03802
NEUBERGER BERMAN INCOME FUNDS
-----------------------------
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices - Zip Code)
Registrant's telephone number, including area code: (212) 476-8800
Peter E. Sundman, Chief Executive Officer
Neuberger Berman Income Funds
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
Arthur Delibert, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1221
(Names and Addresses of agents for service)
Date of fiscal year end: October 31, 2005
Date of Reporting Period: July 1, 2004 to June 30, 2005
Form N-PX is to be used by a registered investment management company,
other than a small business investment company registered on Form N-5 (s.s.
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 on 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 of the Secretary, Securities of Exchange Commission, 100 F Street, NE,
Washington DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. s. 3507.
ITEM 1. PROXY VOTING RECORD.
Neuberger Berman Cash Reserves
No Proxies Received July 1, 2004 to June 30, 2005.
Neuberger Berman Government Money Fund
No Proxies Received July 1, 2004 to June 30, 2005.
Neuberger Berman High Income Bond Fund
No Proxies Received July 1, 2004 to June 30, 2005.
Neuberger Berman Limited Maturity Bond Fund
No Proxies Received July 1, 2004 to June 30, 2005.
Neuberger Berman Municipal Money Fund
No Proxies Received July 1, 2004 to June 30, 2005.
Neuberger Berman Municipal Securities Trust
No Proxies Received July 1, 2004 to June 30, 2005.
============================ STRATEGIC INCOME FUND =============================
3M CO
Ticker: MMM Security ID: 88579Y101
Meeting Date: MAY 10, 2005 Meeting Type: Annual
5 ADOPTION OF THE WILLIS GROUP SENIOR For For Management
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Vance D. Coffman For For Management
1.2 Elect Director Rozanne L. Ridgway For For Management
1.3 Elect Director Louis W. Sullivan For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Eliminate Animal Testing Against Against Shareholder
5 Implement China Principles Against Against Shareholder
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ALEXANDRIA REAL ESTATE EQUITIES, INC.
Ticker: ARE Security ID: 015271109
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 31, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jerry M. Sudarsky For Withhold Management
1.2 Elect Director Joel S. Marcus For For Management
1.3 Elect Director James H. Richardson For For Management
1.4 Elect Director Richard B. Jennings For For Management
1.5 Elect Director Richard H. Klein For For Management
Page 1
1.6 Elect Director Alan G. Walton For For Management
1.7 Elect Director Richmond A. Wolf For For Management
2 Ratify Auditors For For Management
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AMEREN CORPORATION
Ticker: AEE Security ID: 023608102
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Susan S. Elliott For For Management
1.2 Elect Director Gayle P.W. Jackson For For Management
1.3 Elect Director James C. Johnson For For Management
1.4 Elect Director Richard A. Liddy For For Management
1.5 Elect Director Gordon R. Lohman For For Management
1.6 Elect Director Richard A. Lumpkin For For Management
1.7 Elect Director Paul L. Miller, Jr. For For Management
1.8 Elect Director Charles W. Mueller For For Management
1.9 Elect Director Douglas R. Oberhelman For For Management
1.10 Elect Director Gary L. Rainwater For For Management
1.11 Elect Director Harvey Saligman For For Management
1.12 Elect Director Patrick T. Stokes For For Management
2 Ratify Auditors For For Management
3 Report on Risks of Nuclear Waste Storage Against Against Shareholder
4 Require Independent Director To Serve As Against Against Shareholder
Chairman Of The Board
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APARTMENT INVESTMENT & MANAGEMENT CO.
Ticker: AIV Security ID: 03748R101
Meeting Date: APR 29, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Terry Considine For For Management
1.2 Elect Director James N. Bailey For For Management
1.3 Elect Director Richard S. Ellwood For For Management
1.4 Elect Director J. Landis Martin For Withhold Management
1.5 Elect Director Thomas L. Rhodes For For Management
1.6 Elect Director Michael A. Stein For For Management
2 Ratify Auditors For For Management
3 Approval of the Sale of High Performance For For Management
Units
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ARDEN REALTY, INC.
Ticker: ARI Security ID: 039793104
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: MAR 31, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard S. Ziman For Withhold Management
1.2 Elect Director Victor J. Coleman For Withhold Management
Page 2
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
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ASHFORD HOSPITALITY TRUST INC.
Ticker: AHT Security ID: 044103109
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Archie Bennett, Jr. For For Management
1.2 Elect Director Montgomery J. Bennett For For Management
1.3 Elect Director Martin L. Edelman For For Management
1.4 Elect Director W.D. Minami For For Management
1.5 Elect Director W. Michael Murphy For For Management
1.6 Elect Director Phillip S. Payne For For Management
1.7 Elect Director Charles P. Toppino For For Management
2 Ratify Auditors For For Management
3 Approve Conversion of Securities For For Management
4 Approve Conversion of Securities For For Management
5 Amend Stock Option Plan For For Management
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AVALONBAY COMMUNITIES, INC.
Ticker: AVB Security ID: 053484101
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 9, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bryce Blair For For Management
1.2 Elect Director Bruce A. Choate For For Management
1.3 Elect Director John J. Healy, Jr. For For Management
1.4 Elect Director Gilbert M. Meyer For For Management
1.5 Elect Director Charles D. Peebler, Jr. For For Management
1.6 Elect Director Lance R. Primis For For Management
1.7 Elect Director Allan D. Schuster For For Management
1.8 Elect Director Amy P. Williams For For Management
2 Ratify Auditors For For Management
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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
Page 3
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 Withhold 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
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BOSTON PROPERTIES INC.
Ticker: BXP Security ID: 101121101
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 16, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lawrence S. Bacow For Withhold Management
1.2 Elect Director Zoe Baird For For Management
1.3 Elect Director Alan J. Patricof For Withhold Management
1.4 Elect Director Martin Turchin For Withhold Management
2 Declassify the Board of Directors Against For Shareholder
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BP PLC (FORM. BP AMOCO PLC )
Ticker: BP.PP Security ID: 055622104
Meeting Date: APR 14, 2005 Meeting Type: Annual
Record Date: FEB 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dr D C Allen For For Management
1.2 Elect Director Lord Browne For For Management
1.3 Elect Director Mr J H Bryan For For Management
1.4 Elect Director Mr A Burgmans For For Management
1.5 Elect Director Mr I C Conn For For Management
1.6 Elect Director Mr E B Davis, Jr For For Management
1.7 Elect Director Mr D J Flint For For Management
1.8 Elect Director Dr B E Grote For For Management
1.9 Elect Director Dr A B Hayward For For Management
1.10 Elect Director Dr D S Julius For For Management
1.11 Elect Director Sir Tom Mckillop For For Management
1.12 Elect Director Mr J A Manzoni For For Management
1.13 Elect Director Dr W E Massey For For Management
1.14 Elect Director Mr H M P Miles For For Management
1.15 Elect Director Sir Ian Prosser For For Management
1.16 Elect Director Mr M H Wilson For For Management
1.17 Elect Director Mr P D Sutherland For For Management
2 Ratify Auditors For For Management
3 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management
SPECIFIED AMOUNT
4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management
ALLOT A LIMITED NUMBER OF SHARES FOR CASH
WITHOUT MAKING AN OFFER TO SHAREHOLDERS
Page 4
5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management
AUTHORITY FOR THE PURCHASE OF ITS OWN
SHARES BY THE COMPANY
6 TO APPROVE THE DIRECTORS REMUNERATION For For Management
REPORT
7 TO APPROVE THE RENEWAL OF EXECUTIVE For For Management
DIRECTORS INCENTIVE PLAN
8 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management
AND THE ACCOUNTS
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BRANDYWINE REALTY TRUST
Ticker: BDN Security ID: 105368203
Meeting Date: MAY 2, 2005 Meeting Type: Annual
Record Date: MAR 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Trustee Walter D'Alessio For For Management
1.2 Elect Trustee D. Pike Aloian For For Management
1.3 Elect Trustee Donald E. Axinn For For Management
1.4 Elect Trustee Wyche Fowler For For Management
1.5 Elect Trustee Michael J. Joyce For For Management
1.6 Elect Trustee Anthony A. Nichols Sr. For For Management
1.7 Elect Trustee Charles P. Pizzi For For Management
1.8 Elect Trustee Gerard H. Sweeney For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
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BRE PROPERTIES, INC.
Ticker: BRE Security ID: 05564E106
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert A. Fiddaman For For Management
1.2 Elect Director L. Michael Foley For For Management
1.3 Elect Director Roger P. Kuppinger For For Management
1.4 Elect Director Matthew T. Medeiros For For Management
1.5 Elect Director Constance B. Moore For For Management
1.6 Elect Director Jeanne R. Myerson For For Management
1.7 Elect Director Gregory M. Simon For For Management
2 Increase Authorized Preferred Stock For For Management
3 Ratify Auditors For For Management
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BROOKFIELD PROPERTIES CORP.
Ticker: BPO. Security ID: 112900105
Meeting Date: APR 27, 2005 Meeting Type: Annual/Special
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Fix Number of Directors at Thirteen (13) For For Management
Page 5
2.1 Elect Director Gordon E. Arnell For For Management
2.2 Elect Director William T. Cahill For For Management
2.3 Elect Director Richard B. Clark For For Management
2.4 Elect Director Jack L. Cockwell For Withhold Management
2.5 Elect Director J. Bruce Flatt For For Management
2.6 Elect Director Roderick D. Fraser For For Management
2.7 Elect Director Lance Liebman For For Management
2.8 Elect Director Paul D. Mcfarlane For For Management
2.9 Elect Director Allan S. Olson For For Management
2.10 Elect Director Sam Pollock For For Management
2.11 Elect Director Robert L. Stelzl For For Management
2.12 Elect Director William C. Wheaton For For Management
2.13 Elect Director John E. Zuccotti For For Management
3 Adopt New By-Laws For For Management
4 Approve Deloitte & Touche LLP as Auditors For For Management
and Authorize Board to Fix Remuneration
of Auditors
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CALIFORNIA WATER SERVICE GROUP
Ticker: CWT Security ID: 130788102
Meeting Date: APR 27, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas M. Brown For For Management
1.2 Elect Director Robert W. Foy For For Management
1.3 Elect Director Edward D. Harris, Jr. For For Management
M.D.
1.4 Elect Director Bonnie G. Hill For For Management
1.5 Elect Director David N. Kennedy For For Management
1.6 Elect Director Richard P. Magnuson For For Management
1.7 Elect Director Linda R. Meier For For Management
1.8 Elect Director Peter C. Nelson For For Management
1.9 Elect Director George A. Vera For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
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CAMDEN PROPERTY TRUST
Ticker: CPT Security ID: 133131102
Meeting Date: MAY 6, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard J. Campo For Withhold Management
1.2 Elect Director William R. Cooper For For Management
1.3 Elect Director George A. Hrdlicka For For Management
1.4 Elect Director Scott S. Ingraham For Withhold Management
1.5 Elect Director Lewis A. Levey For For Management
1.6 Elect Director William B. McGuire, Jr. For Withhold Management
1.7 Elect Director D. Keith Oden For Withhold Management
1.8 Elect Director F. Gardner Parker For For Management
1.9 Elect Director William F. Paulsen For Withhold Management
1.10 Elect Director Steven A. Webster For Withhold Management
Page 6
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CANADIAN NATURAL RESOURCES LTD.
Ticker: CNQ. Security ID: 136385101
Meeting Date: MAY 5, 2005 Meeting Type: Annual/Special
Record Date: MAR 17, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Catherine M. Best, N. Murray For For Management
Edwards, Gordon D. Giffin, John G.
Langille, Keith A.J MacPhail, Allan B.
Markin, James S. Palmer, Eldon R. Smith
and David A. Tuer as Directors
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Remuneration of Auditors
3 Approve 2:1 Stock Split For For Management
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CANADIAN OIL SANDS TRUST
Ticker: COS.U Security ID: 13642L100
Meeting Date: APR 25, 2005 Meeting Type: Annual/Special
Record Date: MAR 10, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve PricewaterhouseCoopers LLP as For For Management
Auditors of Canadian Oil Sands Limited
and Authorize Board to Fix Remuneration
of Auditors
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors of the Trust and Authorize Board
to Fix Remuneration of Auditors
3 Elect Marcel R. Coutu, E. Susan Evans, For For Management
Donald F. Mazankowski, Wayne M. Newhouse,
Walter B. O'Donoghue, C.E. Shultz, Wesley
R. Twiss, John B. Zaozirny as Directors
of Canadian Oil Sands Limited
4 Approve Unit Option Incentive Plan For For Management
5 Amend Trust Indenture Re: Housekeeping For For Management
Amendments
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CBL & ASSOCIATES PROPERTIES, INC.
Ticker: CBL Security ID: 124830100
Meeting Date: MAY 9, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles B. Lebovitz For Withhold Management
1.2 Elect Director Claude M. Ballard For For Management
1.3 Elect Director Gary L. Bryenton For Withhold Management
1.4 Elect Director Leo Fields For Withhold Management
2 Increase Authorized Common Stock For For Management
3 Ratify Auditors For For Management
Page 7
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CENTERPOINT PROPERTIES TRUST
Ticker: CNT Security ID: 151895109
Meeting Date: MAY 16, 2005 Meeting Type: Annual
Record Date: MAR 10, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas C. Babson For For Management
1.2 Elect Director Martin Barber For Withhold Management
1.3 Elect Director Norman R. Bobins For For Management
1.4 Elect Director Alan D. Feld For For Management
1.5 Elect Director Paul S. Fisher For For Management
1.6 Elect Director John S. Gates, Jr. For For Management
1.7 Elect Director Donald A. King, Jr. For For Management
1.8 Elect Director Michael M. Mullen For For Management
1.9 Elect Director Thomas E. Robinson For For Management
1.10 Elect Director John C. Staley For For Management
1.11 Elect Director Robert L. Stovall For For Management
2 Ratify Auditors For For Management
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CINERGY CORP.
Ticker: CIN Security ID: 172474108
Meeting Date: MAY 5, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas E. Petry For For Management
1.2 Elect Director Mary L. Schapiro For For Management
1.3 Elect Director Philip R. Sharp For For Management
2 Ratify Auditors For For Management
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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
Page 8
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 For 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
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CONSTELLATION BRANDS, INC.
Ticker: STZ.B Security ID: 21036P108
Meeting Date: JUL 20, 2004 Meeting Type: Annual
Record Date: MAY 24, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George Bresler For Withhold Management
1.2 Elect Director Jeananne K. Hauswald For Withhold Management
1.3 Elect Director James A. Locke III For Withhold Management
1.4 Elect Director Richard Sands For Withhold Management
1.5 Elect Director Robert Sands For Withhold Management
1.6 Elect Director Thomas C. Mcdermott For Withhold Management
1.7 Elect Director Paul L. Smith For Withhold Management
2 Ratify Auditors For Against Management
3 Amend Omnibus Stock Plan For Against Management
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DEVELOPERS DIVERSIFIED REALTY CORP.
Ticker: DDR Security ID: 251591103
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 Fix Number of Directors For For Management
2.1 Elect Directors Dean S. Adler For For Management
2.2 Elect Directors Craig Macnab For For Management
2.3 Elect Directors Terrance R. Ahern For For Management
2.4 Elect Directors Scott D. Roulston For For Management
2.5 Elect Directors Mohsen Anvari For For Management
2.6 Elect Directors Barry A. Sholem For For Management
2.7 Elect Directors Robert H. Gidel For For Management
2.8 Elect Directors William B. Summers, Jr. For For Management
2.9 Elect Directors Victor B. MacFarlane For For Management
2.10 Elect Directors Scott A. Wolstein For For Management
3 Ratify Auditors For For Management
Page 9
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DIAGEO PLC (FORMERLY GUINNESS PLC)
Ticker: Security ID: 25243Q205
Meeting Date: OCT 20, 2004 Meeting Type: Annual
Record Date: SEP 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 REPORTS AND ACCOUNTS 2004 For For Management
2 DIRECTORS REMUNERATION REPORT 2004 For For Management
3 DECLARATION OF FINAL DIVIDEND For For Management
4.1 Elect Director Lord Hollick (1,3,4) For For Management
4.2 Elect Director Mr Nc Rose (2) For For Management
4.3 Elect Director Mr Pa Walker (1,3,4) For For Management
4.4 Elect Director Mr Ht Stitzer (1,3,4) For For Management
4.5 Elect Director Mr Jr Symonds (1,3,4) For For Management
5 Ratify Auditors For For Management
6 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management
7 AMENDMENT TO ARTICLES OF ASSOCIATION For For Management
8 AUTHORITY TO PURCHASE OWN ORDINARY SHARES For For Management
9 AMENDMENTS TO THE DIAGEO LONG TERM For For Management
INCENTIVE PLAN
10 AMENDMENTS TO THE DIAGEO EXECUTIVE SHARE For For Management
OPTION PLAN
11 AMENDMENTS TO THE DISCRETIONARY INCENTIVE For For Management
PLAN
12 AMENDMENTS TO THE DIAGEO 2001 SHARE For For Management
INCENTIVE PLAN
13 AMENDMENTS TO THE DIAGEO UK SHARESAVE For For Management
SCHEME 2000
14 AMENDMENTS TO THE DIAGEO 1999 IRISH For For Management
SHARESAVE SCHEME
15 AMENDMENT TO THE DIAGEO LONG TERM For For Management
INCENTIVE PLAN AWARDS
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DOMINION RESOURCES, INC.
Ticker: D Security ID: 25746U109
Meeting Date: APR 22, 2005 Meeting Type: Annual
Record Date: FEB 25, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter W. Brown For For Management
1.2 Elect Director Ronald J. Calise For For Management
1.3 Elect Director Thos. E. Capps For For Management
1.4 Elect Director George A. Davidson, Jr. For For Management
1.5 Elect Director Thomas F. Farrell, II For For Management
1.6 Elect Director John W. Harris For For Management
1.7 Elect Director Robert S. Jepson, Jr. For For Management
1.8 Elect Director Mark J. Kington For For Management
1.9 Elect Director Benjamin J. Lambert, III For For Management
1.10 Elect Director Richard L. Leatherwood For For Management
1.11 Elect Director Margaret A. McKenna For For Management
1.12 Elect Director Kenneth A. Randall For For Management
1.13 Elect Director Frank S. Royal For For Management
1.14 Elect Director S. Dallas Simmons For For Management
1.15 Elect Director David A. Wollard For For Management
2 Approve Non-Employee Director Omnibus For For Management
Stock Plan
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Report on Greenhouse Gas Emissions Against Against Shareholder
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Page 10
DOVER CORP.
Ticker: DOV Security ID: 260003108
Meeting Date: APR 19, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David H. Benson For For Management
1.2 Elect Director Robert W. Cremin For For Management
1.3 Elect Director Jean-Pierre M. Ergas For For Management
1.4 Elect Director Kristiane C. Graham For For Management
1.5 Elect Director Ronald L. Hoffman For For Management
1.6 Elect Director James L. Koley For For Management
1.7 Elect Director Richard K. Lochridge For For Management
1.8 Elect Director Thomas L. Reece For For Management
1.9 Elect Director Bernard G. Rethore For For Management
1.10 Elect Director Michael B. Stubbs For For Management
1.11 Elect Director Mary A. Winston For For Management
2 Other Business For Against Management
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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
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EQUITY LIFESTYLE PROPERTIES INC
Ticker: ELS Security ID: 29472R108
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald S. Chisholm For For Management
1.2 Elect Director Thomas E. Dobrowski For For Management
1.3 Elect Director Thomas P. Heneghan For For Management
1.4 Elect Director Joe B. McAdams For For Management
1.5 Elect Director Sheli Z. Rosenberg For For Management
1.6 Elect Director Howard Walker For For Management
1.7 Elect Director Gary L. Waterman For For Management
1.8 Elect Director Samuel Zell For For Management
Page 11
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EQUITY OFFICE PROPERTIES TRUST
Ticker: EOP Security ID: 294741103
Meeting Date: MAY 24, 2005 Meeting Type: Annual
Record Date: MAR 17, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marilyn A. Alexander For For Management
1.2 Elect Director Thomas E. Dobrowski For For Management
1.3 Elect Director William M. Goodyear For For Management
1.4 Elect Director James D. Harper, Jr. For For Management
1.5 Elect Director Richard D. Kincaid For For Management
1.6 Elect Director David K. McKown For For Management
1.7 Elect Director Sheli Z. Rosenberg For For Management
1.8 Elect Director Stephen I. Sadove For For Management
1.9 Elect Director Sally Susman For For Management
1.10 Elect Director Jan H.W.R. van der Vlist For For Management
1.11 Elect Director Samuel Zell For For Management
2 Ratify Auditors For For Management
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ESSEX PROPERTY TRUST, INC.
Ticker: ESS Security ID: 297178105
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: FEB 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David W. Brady For For Management
1.2 Elect Director Robert E. Larson For For Management
1.3 Elect Director Michael J. Schall For For Management
1.4 Elect Director Willard M. Smith, Jr. For For Management
2 Ratify Auditors For For Management
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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
- --------------------------------------------------------------------------------
FPL GROUP, INC.
Ticker: FPL Security ID: 302571104
Meeting Date: MAY 20, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Director H. Jesse Arnelle For For Management
1.2 Elect Director Director Sherry S. Barrat For For Management
Page 12
1.3 Elect Director Director Robert M. Beall, For For Management
II
1.4 Elect Director Director J. Hyatt Brown For Withhold Management
1.5 Elect Director Director James L. Camaren For For Management
1.6 Elect Director Director Lewis Hay, III For For Management
1.7 Elect Director Director Rudy E. Schupp For For Management
1.8 Elect Director Director Michael H. For For Management
Thaman
1.9 Elect Director Director Hansel E. For For Management
Tookes, II
1.10 Elect Director Director Paul R. For For Management
Tregurtha
1.11 Elect Director Director Frank G. Zarb For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
FTI CONSULTING, INC.
Ticker: FCN Security ID: 302941109
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: MAR 16, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark H. Berey For For Management
1.2 Elect Director Jack B. Dunn, IV For Withhold Management
1.3 Elect Director Gerard E. Holthaus For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GENERAL DYNAMICS CORP.
Ticker: GD Security ID: 369550108
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 11, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas D. Chabraja For Withhold Management
1.2 Elect Director James S. Crown For Withhold Management
1.3 Elect Director Lester Crown For Withhold Management
1.4 Elect Director William P. Fricks For Withhold Management
1.5 Elect Director Charles H. Goodman For Withhold Management
1.6 Elect Director Jay L. Johnson For Withhold Management
1.7 Elect Director George A. Joulwan For Withhold Management
1.8 Elect Director Paul G. Kaminski For Withhold Management
1.9 Elect Director John M. Keane For Withhold Management
1.10 Elect Director Lester L. Lyles For Withhold Management
1.11 Elect Director Carl E. Mundy, Jr For Withhold Management
1.12 Elect Director Robert Walmsley For Withhold Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against For Shareholder
4 Report on Foreign Weapons Sales Against Against Shareholder
Page 13
- --------------------------------------------------------------------------------
GENERAL GROWTH PROPERTIES, INC.
Ticker: GGP Security ID: 370021107
Meeting Date: MAY 4, 2005 Meeting Type: Annual
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Matthew Bucksbaum For For Management
1.2 Elect Director Bernard Freibaum For For Management
1.3 Elect Director Beth Stewart For For Management
2 Ratify Auditors For For Management
3 Amend Stock Option Plan For For Management
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
HILTON HOTELS CORP.
Ticker: HLT Security ID: 432848109
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen F. Bollenbach For For Management
1.2 Elect Director Barbara Bell Coleman For For Management
1.3 Elect Director Benjamin V. Lambert For For Management
1.4 Elect Director John L. Notter For For Management
1.5 Elect Director Peter V. Ueberroth For For Management
2 Ratify Auditors For For Management
3 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
HOST MARRIOTT CORP.
Ticker: HMT Security ID: 44107P104
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 30, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert M. Baylis For For Management
1.2 Elect Director Terence C. Golden For Withhold Management
1.3 Elect Director Ann McLaughlin Korologos For For Management
1.4 Elect Director Richard E. Marriott For For Management
1.5 Elect Director Judith A. McHale For For Management
1.6 Elect Director John B. Morse, Jr. For For Management
1.7 Elect Director Christopher J. Nassetta For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
Page 14
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
- --------------------------------------------------------------------------------
KILROY REALTY CORP.
Ticker: KRC Security ID: 49427F108
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: MAR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John B. Kilroy, Sr. For Withhold Management
1.2 Elect Director Edward F. Brennan, Ph.D. For Withhold Management
1.3 Elect Director Matthew J. Hart For Withhold Management
- --------------------------------------------------------------------------------
KIMCO REALTY CORP.
Ticker: KIM Security ID: 49446R109
Meeting Date: MAY 17, 2005 Meeting Type: Annual
Record Date: MAR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martin S. Kimmel For Withhold Management
1.2 Elect Director Milton Cooper For Withhold Management
1.3 Elect Director Richard G. Dooley For Withhold Management
1.4 Elect Director Michael J. Flynn For Withhold Management
1.5 Elect Director Joe Grills For For Management
1.6 Elect Director David B. Henry For Withhold Management
1.7 Elect Director F. Patrick Hughes For For Management
1.8 Elect Director Frank Lourenso For Withhold Management
1.9 Elect Director Richard Saltzman For For Management
2 Increase Authorized Common Stock For For Management
- --------------------------------------------------------------------------------
LA QUINTA CORP.
Ticker: LQI Security ID: 50419U202
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James P. Conn For For Management
1.2 Elect Director Terrell B. Jones For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
Page 15
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
MACK-CALI REALTY CORP.
Ticker: CLI Security ID: 554489104
Meeting Date: JUN 23, 2005 Meeting Type: Annual
Record Date: APR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nathan Gantcher For For Management
1.2 Elect Director David S. Mack For For Management
1.3 Elect Director William L. Mack For For Management
1.4 Elect Director Alan G. Philibosian For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against For Shareholder
of Directors
- --------------------------------------------------------------------------------
Page 16
MERISTAR HOSPITALITY CORPORATION
Ticker: MHX Security ID: 58984Y103
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: APR 20, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce G. Wiles For For Management
1.2 Elect Director James F. Dannhauser For For Management
1.3 Elect Director Paul J. Klaassen For For Management
2 Amend Non-Employee Director Stock Option For Against Management
Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MILLS CORPORATION, THE
Ticker: MLS Security ID: 601148109
Meeting Date: JUN 7, 2005 Meeting Type: Annual
Record Date: APR 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Laurence C. Siegel For For Management
1.2 Elect Director Franz von Perfall For For Management
1.3 Elect Director Cristina L. Rose For For Management
1.4 Elect Director Colombe M. Nicholas For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
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 Withhold 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
- --------------------------------------------------------------------------------
NORTH FORK BANCORPORATION, INC.
Ticker: NFB Security ID: 659424105
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 4, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John Bohlsen For For Management
1.2 Elect Director Daniel M. Healy For For Management
1.3 Elect Director Katherine Heaviside For For Management
Page 17
1.4 Elect Director Thomas S. Johnson For For Management
2 Increase Authorized Common Stock For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NOVARTIS AG
Ticker: NVS Security ID: 66987V109
Meeting Date: MAR 1, 2005 Meeting Type: Annual
Record Date: JAN 27, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE ANNUAL REPORT, THE For For Management
FINANCIAL STATEMENTS OF NOVARTIS AG AND
THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2004.
2 APPROVAL OF THE ACTIVITIES OF THE BOARD For For Management
OF DIRECTORS.
3 APPROPRIATION OF AVAILABLE EARNINGS OF For For Management
NOVARTIS AG AS PER BALANCE SHEET AND
DECLARATION OF DIVIDEND.
4 REDUCTION OF SHARE CAPITAL. For For Management
5 FURTHER SHARE REPURCHASE PROGRAM. For For Management
6 RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR For For Management
A TWO-YEAR TERM.
7 RE-ELECTION OF PROF. DR. PETER BURCKHARDT For For Management
FOR A THREE-YEAR TERM.
8 RE-ELECTION OF ALEXANDRE F. JETZER FOR A For For Management
THREE-YEAR TERM.
9 RE-ELECTION OF PIERRE LANDOLT FOR A THREE For For Management
YEAR TERM.
10 RE-ELECTION OF PROF. DR. ULRICH LEHNER For For Management
FOR A THREE YEAR TERM.
11 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
ONEOK, INC.
Ticker: OKE Security ID: 682680103
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James C. Day For For Management
1.2 Elect Director David L. Kyle For For Management
1.3 Elect Director Bert H. Mackie For For Management
1.4 Elect Director Mollie B. Williford For For Management
1.5 Elect Director Eduardo A. Rodriguez For For Management
2 Approve Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PAN AMERICAN SILVER CORP.
Ticker: PAA. Security ID: 697900108
Meeting Date: APR 28, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ross J. Beaty For For Management
1.2 Elect Director Geoffrey A. Burns For For Management
Page 18
1.3 Elect Director William A. Fleckenstein For For Management
1.4 Elect Director Michael Larson For For Management
1.5 Elect Director Michael J.J. Maloney For For Management
1.6 Elect Director Paul B. Sweeney For For Management
1.7 Elect Director John M. Willson For For Management
1.8 Elect Director John H. Wright For For Management
2 Ratify Deloitte & Touche LLP as Auditors For For Management
3 Authorize Board to Fix Remuneration of For For Management
the Auditors
4 Amend Stock Option Plan For Against Management
5 Amend Notice of Articles to remove the For Against Management
application of Pre-existing Company
Provisions and Adopt new Articles
- --------------------------------------------------------------------------------
PAN PACIFIC RETAIL PROPERTIES, INC.
Ticker: PNP Security ID: 69806L104
Meeting Date: APR 29, 2005 Meeting Type: Annual
Record Date: FEB 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bernard M. Feldman For For Management
1.2 Elect Director Mark J. Riedy For For Management
2 Amend Articles of Incorporation Against For Shareholder
- --------------------------------------------------------------------------------
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Ticker: PEI Security ID: 709102107
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lee H. Javitch For For Management
1.2 Elect Director Mark E. Pasquerilla For For Management
1.3 Elect Director John J. Roberts For For Management
1.4 Elect Director Jonathan B. Weller For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PETROCHINA COMPANY LIMITED
Ticker: Security ID: 71646E100
Meeting Date: MAY 26, 2005 Meeting Type: Annual
Record Date: APR 19, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1 TO CONSIDER AND APPROVE THE REPORT OF THE For For Management
BOARD OF DIRECTORS OF THE COMPANY FOR THE
YEAR 2004.
Page 19
2 TO CONSIDER AND APPROVE THE REPORT OF THE For For Management
SUPERVISORY COMMITTEE OF THE COMPANY FOR
THE YEAR 2004.
3 TO CONSIDER AND APPROVE THE AUDITED For For Management
FINANCIAL STATEMENTS OF THE COMPANY FOR
THE YEAR 2004.
4 TO CONSIDER AND APPROVE THE DECLARATION For For Management
AND PAYMENT OF A FINAL DIVIDEND.
5 TO CONSIDER AND APPROVE THE AUTHORISATION For For Management
OF THE BOARD OF DIRECTORS TO DETERMINE
THE DISTRIBUTION OF INTERIM DIVIDEND FOR
THE YEAR 2005.
6 Ratify Auditors For For Management
7 TO CONSIDER AND APPROVE THE AMENDMENTS TO For For Management
THE ARTICLES OF ASSOCIATION OF THE
COMPANY.
8 TO GRANT A GENERAL MANDATE TO THE BOARD For Against Management
OF DIRECTORS TO ISSUE, ALLOT AND DEAL
WITH ADDITIONAL DOMESTIC SHARES AND
OVERSEAS LISTED FOREIGN SHARES.
9 Other Business None Against Management
- --------------------------------------------------------------------------------
PRAXAIR, INC.
Ticker: PX Security ID: 74005P104
Meeting Date: APR 26, 2005 Meeting Type: Annual
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jose Alves For For Management
1.2 Elect Director Ira D. Hall For For Management
1.3 Elect Director Raymond W. Leboeuf For For Management
1.4 Elect Director Wayne T. Smith For For Management
1.5 Elect Director Robert L. Wood For For Management
2 Amend Non-Employee Director Stock Option For For Management
Plan
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PROLOGIS
Ticker: PLD Security ID: 743410102
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: MAR 21, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Trustee K. Dane Brooksher For For Management
1.2 Elect Trustee Walter C. Rakowich For For Management
1.3 Elect Trustee Jeffrey H. Schwartz For For Management
1.4 Elect Trustee Kenneth N. Stensby For For Management
2 Declassify the Board of Trustees For For Management
3 Ratify Auditors For For Management
4 Other Business For Against Management
- --------------------------------------------------------------------------------
Page 20
PS BUSINESS PARKS, INC.
Ticker: PSB Security ID: 69360J107
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald L. Havner, Jr. For For Management
1.2 Elect Director Joseph D. Russell, Jr. For For Management
1.3 Elect Director Harvey Lenkin For For Management
1.4 Elect Director Vern O. Curtis For For Management
1.5 Elect Director Arthur M. Friedman For For Management
1.6 Elect Director James H. Kropp For For Management
1.7 Elect Director Alan K. Pribble For For Management
1.8 Elect Director Jack D. Steele For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
PUBLIC STORAGE, INC.
Ticker: PSA Security ID: 74460D109
Meeting Date: MAY 5, 2005 Meeting Type: Annual
Record Date: MAR 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director B. Wayne Hughes For For Management
1.2 Elect Director Ronald L. Havner, Jr. For For Management
1.3 Elect Director Harvey Lenkin For For Management
1.4 Elect Director Robert J. Abernethy For For Management
1.5 Elect Director Dann V. Angeloff For For Management
1.6 Elect Director William C. Baker For Withhold Management
1.7 Elect Director John T. Evans For For Management
1.8 Elect Director Uri P. Harkham For For Management
1.9 Elect Director B. Wayne Hughes, Jr. For For Management
1.10 Elect Director Daniel C. Staton For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SIMON PROPERTY GROUP, INC.
Ticker: SPG Security ID: 828806109
Meeting Date: MAY 11, 2005 Meeting Type: Annual
Record Date: MAR 14, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Birch Bayh For For Management
1.2 Elect Director Melvyn E. Bergstein For For Management
1.3 Elect Director Linda Walker Bynoe For For Management
1.4 Elect Director Karen N. Horn, Ph.D. For For Management
1.5 Elect Director Reuben S. Leibowitz For For Management
1.6 Elect Director J. Albert Smith, Jr. For For Management
1.7 Elect Director Pieter S. Van Den Berg For For Management
2 Ratify Auditors For For Management
3 Report on Greenhouse Gas Emissions and Against Against Shareholder
Energy Efficiency
- --------------------------------------------------------------------------------
Page 21
SL GREEN REALTY CORP.
Ticker: SLG Security ID: 78440X101
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 30, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc Holliday For For Management
1.2 Elect Director John S. Levy For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
SOUTHERN COMPANY
Ticker: SO Security ID: 842587107
Meeting Date: MAY 25, 2005 Meeting Type: Annual
Record Date: MAR 28, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel P. Amos For For Management
1.2 Elect Director Dorrit J. Bern For For Management
1.3 Elect Director Francis S. Blake For For Management
1.4 Elect Director Thomas F. Chapman For For Management
1.5 Elect Director Bruce S. Gordon For For Management
1.6 Elect Director Donald M. James For For Management
1.7 Elect Director Zack T. Pate For For Management
1.8 Elect Director J. Neal Purcell For For Management
1.9 Elect Director David M. Ratcliffe For For Management
1.10 Elect Director Gerald J. St. Pe For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
SOVRAN SELF STORAGE, INC.
Ticker: SSS Security ID: 84610H108
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Attea For For Management
1.2 Elect Director Kenneth F. Myszka For For Management
1.3 Elect Director John E. Burns For For Management
1.4 Elect Director Michael A. Elia For For Management
1.5 Elect Director Anthony P. Gammie For For Management
1.6 Elect Director Charles E. Lannon For For Management
2 Approve Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SUNSTONE HOTEL INVESTORS, INC.
Ticker: SHO Security ID: 867892101
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: APR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert A. Alter For For Management
1.2 Elect Director Lewis N. Wolff For For Management
Page 22
1.3 Elect Director Z. Jamie Behar For For Management
1.4 Elect Director Barbara S. Brown For For Management
1.5 Elect Director Anthony W. Dona For For Management
1.6 Elect Director Paul D. Kazilionis For For Management
1.7 Elect Director Jonathan H. Paul For For Management
1.8 Elect Director Keith P. Russell For For Management
1.9 Elect Director David M. Siegel For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TAUBMAN CENTERS, INC.
Ticker: TCO Security ID: 876664103
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: MAR 23, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert S. Taubman For For Management
1.2 Elect Director Lisa A. Payne For For Management
2 Approve Restricted Stock Plan For For Management
3 Approve Outside Director Stock For For Management
Awards/Options in Lieu of Cash
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TEXAS INSTRUMENTS INC.
Ticker: TXN Security ID: 882508104
Meeting Date: APR 21, 2005 Meeting Type: Annual
Record Date: FEB 22, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James R. Adams For For Management
1.2 Elect Director David L. Boren For For Management
1.3 Elect Director Daniel A. Carp For For Management
1.4 Elect Director Carrie S. Cox For For Management
1.5 Elect Director Thomas J. Engibous For For Management
1.6 Elect Director Gerald W. Fronterhouse For For Management
1.7 Elect Director David R. Goode For For Management
1.8 Elect Director Pamela H. Patsley For For Management
1.9 Elect Director Wayne R. Sanders For For Management
1.10 Elect Director Ruth J. Simmons For For Management
1.11 Elect Director Richard K. Templeton For For Management
1.12 Elect Director Christine T. Whitman For For Management
2 Ratify Auditors For For Management
3 Approve Qualified Employee Stock Purchase For For Management
Plan
4 Amend Stock Option Plan For For Management
- --------------------------------------------------------------------------------
TORTOISE ENERGY INFRASTRUCTURE CORP.
Ticker: TYG Security ID: 89147L100
Meeting Date: APR 15, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Conrad S. Ciccotello For For Management
2 Issue Shares at a Discount to Net Asset For For Management
Value
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
Page 23
TRIZEC PROPERTIES, INC.
Ticker: TRZ Security ID: 89687P107
Meeting Date: MAY 19, 2005 Meeting Type: Annual
Record Date: MAR 24, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter Munk For For Management
1.2 Elect Director Timothy H. Callahan For For Management
1.3 Elect Director L. Jay Cross For For Management
1.4 Elect Director Brian Mulroney For For Management
1.5 Elect Director James J. O'Connor For For Management
1.6 Elect Director Glenn J. Rufrano For For Management
1.7 Elect Director Richard M. Thomson For For Management
1.8 Elect Director Polyvios C. Vintiadis For For Management
1.9 Elect Director Stephen R. Volk For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
UNITED DOMINION REALTY TRUST, INC.
Ticker: UDR Security ID: 910197102
Meeting Date: MAY 3, 2005 Meeting Type: Annual
Record Date: MAR 1, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Eric J. Foss For For Management
1.2 Elect Director Robert P. Freeman For For Management
1.3 Elect Director Jon A. Grove For For Management
1.4 Elect Director James D. Klingbeil For For Management
1.5 Elect Director Robert C. Larson For For Management
1.6 Elect Director Thomas R. Oliver For For Management
1.7 Elect Director Lynne B. Sagalyn For For Management
1.8 Elect Director Mark J. Sandler For For Management
1.9 Elect Director Robert W. Scharar For For Management
1.10 Elect Director Thomas W. Toomey For For Management
2 Ratify Auditors For For Management
3 Approve Out-Performance Program For Against Management
4 Authorize New Class of Preferred Stock For Against Management
- --------------------------------------------------------------------------------
VERIZON COMMUNICATIONS
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 5, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James R. Barker For For Management
1.2 Elect Director Richard L. Carrion For For Management
Page 24
1.3 Elect Director Robert W. Lane For For Management
1.4 Elect Director Sandra O. Moose For For Management
1.5 Elect Director Joseph Neubauer For Withhold Management
1.6 Elect Director Thomas H. O' Brien For For Management
1.7 Elect Director Hugh B. Price 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. Stafford For For Management
1.11 Elect Director Robert D. Storey For For Management
2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against For Shareholder
4 Require a Majority Vote for the Election Against For Shareholder
of Directors
5 Require Majority of Independent Directors Against Against Shareholder
on Board
6 Separate Chairman and CEO Positions Against For Shareholder
7 Amend Director/Officer Against Against Shareholder
Liability/Indemnifications Provisions
8 Report on Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
VODAFONE GROUP PLC
Ticker: Security ID: 92857W100
Meeting Date: JUL 27, 2004 Meeting Type: Annual
Record Date: JUN 11, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management
AND FINANCIAL STATEMENTS
2 TO APPROVE THE REMUNERATION REPORT For For Management
3 TO RE-ELECT PETER BAMFORD AS A DIRECTOR For For Management
4 TO RE-ELECT JULIAN HORN-SMITH AS A For For Management
DIRECTOR
5 TO RE-ELECT SIR DAVID SCHOLEY AS A For For Management
DIRECTOR (MEMBER OF THE NOMINATIONS AND
GOVERNANCE AND AUDIT COMMITTEE)
6 TO ELECT LUC VANDEVELDE AS A DIRECTOR For For Management
(MEMBER OF THE REMUNERATION COMMITTEE)
7 TO APPROVE A FINAL DIVIDEND OF 1.07800 For For Management
PENCE PER ORDINARY SHARE
8 Ratify Auditors For For Management
9 TO AUTHORIZE THE AUDIT COMMITTEE TO For For Management
DETERMINE THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE For For Management
POLITICAL PARTIES, ELECTIONS AND
REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER For For Management
ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY For For Management
PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
THE COMPANY S ARTICLES OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management
ITS OWN SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management
ITS OWN SHARES PURSUANT TO CONTINGENT
PURCHASE CONTRACTS AND OFF-MARKET
PURCHASES+
Page 25
- --------------------------------------------------------------------------------
VORNADO REALTY TRUST
Ticker: VNO Security ID: 929042109
Meeting Date: MAY 18, 2005 Meeting Type: Annual
Record Date: APR 15, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anthony Deering For For Management
1.2 Elect Director Michael Lynne For For Management
1.3 Elect Director Robert H. Smith For For Management
1.4 Elect Director Ronald Targan For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
WELLPOINT INC
Ticker: WLP Security ID: 94973V107
Meeting Date: MAY 10, 2005 Meeting Type: Annual
Record Date: MAR 18, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H.T. Bush For For Management
1.2 Elect Director Warren Y. Jobe For For Management
1.3 Elect Director William G. Mays For For Management
1.4 Elect Director Senator Donald W. Riegle, For For Management
Jr.
1.5 Elect Director William J. Ryan For For Management
2 Ratify Auditors For For Management
3 Performance- Based/Indexed Options Against For Shareholder
- --------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LTD
Ticker: WSH Security ID: G96655108
Meeting Date: APR 29, 2005 Meeting Type: Annual
Record Date: MAR 7, 2005
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gordon M. Bethune For For Management
1.2 Elect Director William W. Bradley For For Management
1.3 Elect Director Joseph A. Califano, Jr. For For Management
1.4 Elect Director James R. Fisher For For Management
1.5 Elect Director Perry Golkin For For Management
1.6 Elect Director Paul M. Hazen For For Management
1.7 Elect Director Wendy E. Lane For For Management
1.8 Elect Director James F. Mccann For Withhold Management
1.9 Elect Director Scott C. Nuttall For For Management
1.10 Elect Director Joseph J. Plumeri For For Management
1.11 Elect Director Douglas B. Roberts For For Management
2 Ratify Auditors For For Management
3 AMENDMENTS TO THE 2001 SHARE PURCHASE AND For For Management
OPTION PLAN: INCREASE IN THE NUMBER OF
SHARES AVAILABLE
4 AMENDMENTS TO THE 2001 SHARE PURCHASE AND For For Management
OPTION PLAN: INCLUSION OF NON-EMPLOYEE
DIRECTORS IN THE 2001 PLAN
Page 26
5 ADOPTION OF THE WILLIS GROUP SENIOR For For Management
MANAGEMENT INCENTIVE PLAN
6 AMENDMENTS TO THE COMPANY S BYE-LAWS: For For Management
BYE-LAW 133(II), INCREASE IN MAXIMUM
RECORD DATE PERIOD
7 AMENDMENTS TO THE COMPANY S BYE-LAWS: For For Management
BYE-LAW 149 SUBSTITUTION OF MAY WITH
SHALL TO THE MAXIMUM EXTENT PERMITTED BY
LAW
Page 27
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.
Neuberger Berman Income Funds
By:/s/ Peter E. Sundman
----------------------------
Peter E. Sundman
Chief Executive Officer
Date: August 23, 2005