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 811-06669 Name of Fund: Merrill Lynch Fundamental Growth Fund, Inc. Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Robert C. Doll, Jr., Chief Executive Officer, Merrill Lynch Fundamental Growth Fund, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrant's telephone number, including area code: (609) 282-2800 Date of fiscal year end: 08/31/2005 Date of reporting period: 07/01/04 - 06/30/05 Item 1 - Proxy Voting Record The information contained herein discloses the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote: (a) The name of the issuer of the portfolio security; (b) The exchange ticker symbol of the portfolio security; (c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; (d) The shareholder meeting date; (e) A brief identification of the matter voted on; (f) Whether the matter was proposed by the issuer or by a security holder; (g) Whether the registrant cast its vote on the matter; (h) How the registrant cast its vote; and (i) Whether the registrant cast its vote for or against management. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-06669 Reporting Period: 07/01/2004 - 06/30/2005 Merrill Lynch Fundamental Growth Fund, Inc. ================= MERRILL LYNCH FUNDAMENTAL GROWTH FUND, INC. ================== 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # 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 - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 2, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joe W. Forehand For For Management 1.2 Elect Director Blythe J. Mcgarvie For For Management 1.3 Elect Director Sir Mark Moody-Stuart For For Management 2 APPROVAL OF BYE-LAW AMENDMENTS TO For For Management RELOCATE INTO THE BYE-LAWS EXISTING CONTRACTUAL RESTRICTIONS APPLICABLE TO CLASS A COMMON SHARES OF PARTNERS AND FORMER PARTNERS BENEFICIALLY OWNED BY THEM PRIOR TO ACCENTURE S INITIAL PUBLIC OFFERING. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 27, 2005 Meeting Type: Annual Record Date: NOV 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Donahue For For Management 1.2 Elect Director Ursula F. Fairbairn For For Management 1.3 Elect Director John P. Jones III For For Management 1.4 Elect Director Lawrence S. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALCON INC. Ticker: ACL Security ID: H01301102 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 2004 ANNUAL REPORT AND For Did Not Management ACCOUNTS OF ALCON, INC. AND THE 2004 Vote CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES 2 APPROPRIATION OF AVAILABLE EARNINGS AND For Did Not Management PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE Vote FINANCIAL YEAR 2004 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For Did Not Management DIRECTORS Vote 4 ELECTION TO THE BOARD OF DIRECTORS OF: For Did Not Management THOMAS G. PLASKETT Vote 5 ELECTION TO THE BOARD OF DIRECTORS OF: For Did Not Management WOLFGANG H. REICHENBERGER Vote 6 ELECTION TO THE BOARD OF DIRECTORS OF: For Did Not Management CARY RAYMENT Vote 7 ELECTION OF KPMG KLYNVELD PEAT MARWICK For Did Not Management GOERDELER SA, ZURICH, AS GROUP AND PARENT Vote COMPANY AUDITORS 8 ELECTION OF ZENSOR REVISIONS AG, ZUG, AS For Did Not Management SPECIAL AUDITORS Vote - -------------------------------------------------------------------------------- ASHLAND INC. Ticker: ASH Security ID: 044204105 Meeting Date: JUN 29, 2005 Meeting Type: Special Record Date: MAY 12, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Transfer of Interest in Joint For For Management Venture - -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred Hassan For For Management 1.2 Elect Director Ann S. Moore For For Management 1.3 Elect Director Lawrence A. Weinbach For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Disclose Charitable Contributions and Against Against Shareholder Fundraising Efforts 6 Reformulate Products to Remove Chemicals Against Against Shareholder Banned by EU - -------------------------------------------------------------------------------- BAKER HUGHES INCORPORATED Ticker: BHI Security ID: 057224107 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry D. Brady For For Management 1.2 Elect Director Clarence P. Cazalot, Jr. For Withhold Management 1.3 Elect Director Anthony G. Fernandes For For Management 1.4 Elect Director J. Larry Nichols For Withhold Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Act on Shareholder Resolutions that Against For Shareholder Receive Majority Support - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director W. Steven Jones For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Walter E. Massey For For Management 1.10 Elect Director Thomas J. May For For Management 1.11 Elect Director Patricia E. Mitchell For For Management 1.12 Elect Director Edward L. Romero For For Management 1.13 Elect Director Thomas M. Ryan For For Management 1.14 Elect Director O. Temple Sloan, Jr. For For Management 1.15 Elect Director Meredith R. Spangler For For Management 1.16 Elect Director Robert L. Tillman For For Management 1.17 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder 4 Director Nominee Amendment Against Against Shareholder - -------------------------------------------------------------------------------- BOEING CO., THE Ticker: BA Security ID: 097023105 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth M. Duberstein For Withhold Management 1.2 Elect Director W. James McNerney, Jr. For Withhold Management 1.3 Elect Director Lewis E. Platt For Withhold Management 1.4 Elect Director Mike S. Zafirovski For For Management 2 Ratify Auditors For For Management 3 Adopt Human Rights Policy Against Against Shareholder 4 Develop Ethical Criteria for Military Against Against Shareholder Contracts 5 Report on Political Contributions Against Against Shareholder 6 Declassify the Board of Directors Against For Shareholder 7 Adopt Simple Majority Vote Requirement Against For Shareholder 8 Establish Other Board Committee Against For Shareholder 9 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ray J. Groves For For Management 1.2 Elect Director Peter M. Nicholas For For Management 1.3 Elect Director Warren B. Rudman For For Management 1.4 Elect Director James R. Tobin For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- CANON INC. Ticker: CAJ Security ID: JP3242800005 Meeting Date: MAR 30, 2005 Meeting Type: Annual Record Date: DEC 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, Including For For Management the Following Dividends: Interim JY 25, Final JY 40, Special JY 0 2 Amend Articles to: Expand Business Lines For For Management 3.1 Elect Director For For Management 3.2 Elect Director For For Management 3.3 Elect Director For For Management 3.4 Elect Director For For Management 3.5 Elect Director For For Management 3.6 Elect Director For For Management 3.7 Elect Director For For Management 3.8 Elect Director For For Management 3.9 Elect Director For For Management 3.10 Elect Director For For Management 3.11 Elect Director For For Management 3.12 Elect Director For For Management 3.13 Elect Director For For Management 3.14 Elect Director For For Management 3.15 Elect Director For For Management 3.16 Elect Director For For Management 3.17 Elect Director For For Management 3.18 Elect Director For For Management 3.19 Elect Director For For Management 3.20 Elect Director For For Management 3.21 Elect Director For For Management 3.22 Elect Director For For Management 3.23 Elect Director For For Management 3.24 Elect Director For For Management 3.25 Elect Director For For Management 4 Approve Retirement Bonuses for Directors For For Management - -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edwin M. Crawford For For Management 1.2 Elect Director Kristen Gibney Williams For For Management 1.3 Elect Director Edward L. Hardin For For Management 2 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- CARNIVAL CORP. Ticker: CCL Security ID: 143658300 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Micky Arison For For Management 1.2 Elect Director Amb Richard G. Capen Jr For For Management 1.3 Elect Director Robert H. Dickinson For For Management 1.4 Elect Director Arnold W. Donald For For Management 1.5 Elect Director Pier Luigi Foschi For For Management 1.6 Elect Director Howard S. Frank For For Management 1.7 Elect Director Richard J. Glasier For For Management 1.8 Elect Director Baroness Hogg For For Management 1.9 Elect Director A. Kirk Lanterman For For Management 1.10 Elect Director Modesto A. Maidique For For Management 1.11 Elect Director John P. Mcnulty For For Management 1.12 Elect Director Sir John Parker For For Management 1.13 Elect Director Peter G. Ratcliffe For For Management 1.14 Elect Director Stuart Subotnick For For Management 1.15 Elect Director Uzi Zucker For For Management 2 TO APPROVE THE AMENDED AND RESTATED For For Management CARNIVAL CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN. 3 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For For Management SHARE PLAN. 4 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For For Management STOCK PURCHASE PLAN. 5 Ratify Auditors For For Management 6 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Management CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS. 7 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Management CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2004. 8 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT OF CARNIVAL PLC. 9 TO APPROVE LIMITS ON THE AUTHORITY TO For For Management ALLOT SHARES BY CARNIVAL PLC. 10 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS FOR CARNIVAL PLC. 11 TO APPROVE A GENERAL AUTHORITY FOR For For Management CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET. - -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Frank Blount For For Management 1.2 Elect Director John R. Brazil For For Management 1.3 Elect Director Eugene V. Fife For For Management 1.4 Elect Director Gaul D. Fosler For For Management 1.5 Elect Director Peter A. Magowan For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 4 Report on Equipment Sales to Israel Against Against Shareholder 5 Report on Operational Imact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 6 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: SEP 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. James F. Gibbons For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Donald T. Valentine For For Management 1.11 Elect Director Steven M. West For For Management 1.12 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Report on Pay Disparity Against For Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Klaus Kleinfeld For For Management 1.9 Elect Director Dudley C. Mecum For For Management 1.10 Elect Director Anne Mulcahy For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Charles Prince For For Management 1.13 Elect Director Judith Rodin For For Management 1.14 Elect Director Robert E. Rubin For For Management 1.15 Elect Director Franklin A. Thomas For For Management 1.16 Elect Director Sanford I. Weill For For Management 1.17 Elect Director Robert B. Willumstad For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit/Prohibit Awards to Executives Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Prohibit Chairman From Management Duties, Against 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 - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 3, 2004 Meeting Type: Annual Record Date: SEP 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Ellis For For Management 1.2 Elect Director Lew Frankfort For For Management 1.3 Elect Director Sally Frame Kasaks For For Management 1.4 Elect Director Gary Loveman For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 2 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CORNING INC. Ticker: GLW Security ID: 219350105 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Seely Brown For For Management 1.2 Elect Director Gordon Gund For For Management 1.3 Elect Director John M. Hennessy For For Management 1.4 Elect Director H. Onno Ruding For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 23, 2005 Meeting Type: Annual Record Date: DEC 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Block For For Management 1.2 Elect Director T. Kevin Dunnigan For For Management 1.3 Elect Director Dipak C. Jain For For Management 1.4 Elect Director Joachim Milberg For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DORAL FINANCIAL CORP. Ticker: DRL Security ID: 25811P100 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: MAR 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard F. Bonini For For Management 1.2 Elect Director Edgar M. Cullman, Jr. For For Management 1.3 Elect Director John L. Ernst For For Management 1.4 Elect Director Peter A. Hoffman For For Management 1.5 Elect Director Efraim Kier For For Management 1.6 Elect Director Salomon Levis For For Management 1.7 Elect Director Zoila Levis For For Management 1.8 Elect Director Harold D. Vicente For For Management 1.9 Elect Director John B. Hughes For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director Anthony J. Carbone For For Management 1.3 Elect Director Barbara H. Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Harold T. Shapiro For For Management 2 Ratify Auditors For For Management 3 Report on Persistent Bioaccumulative and Against Against Shareholder Toxic Chemicals - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director John T. Dillon For For Management 1.5 Elect Director Louisa C. Duemling For For Management 1.6 Elect Director Charles O. Holliday, Jr. For For Management 1.7 Elect Director Lois D. Juliber For For Management 1.8 Elect Director Masahisa Naitoh For For Management 1.9 Elect Director William K. Reilly For For Management 1.10 Elect Director H. Rodney Sharp, III For For Management 1.11 Elect Director Charles M. Vest For For Management 2 Ratify Auditors For For Management 3 Report on Government Service of Employees Against Against Shareholder 4 Implement ILO Code of Conduct Against Against Shareholder 5 Executive Compensation Against For Shareholder 6 Eliminate Animal Testing Against Against Shareholder 7 Report on Genetically Modified Organisms Against Against Shareholder 8 Performance- Based/Indexed Options Against Against Shareholder 9 Report on PFOA Chemical Remediation Against Against Shareholder - -------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Ticker: ERTS Security ID: 285512109 Meeting Date: JUL 29, 2004 Meeting Type: Annual Record Date: JUN 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Richard Asher For For Management 1.2 Elect Director William J. Byron For For Management 1.3 Elect Director Leonard S. Coleman For For Management 1.4 Elect Director Gary M. Kusin For For Management 1.5 Elect Director Gregory B. Maffei For For Management 1.6 Elect Director Timothy Mott For For Management 1.7 Elect Director Robert W. Pittman For For Management 1.8 Elect Director Lawrence F. Probst III For For Management 1.9 Elect Director Linda J. Srere For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Amend Articles to Consolidate Common For For Management Stock 5 Increase Authorized Common Stock For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 1, 2005 Meeting Type: Annual Record Date: NOV 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D.N. Farr For For Management 1.2 Elect Director C.A. Peters For For Management 1.3 Elect Director D.C. Farrell For For Management 1.4 Elect Director J.W. Prueher For For Management 1.5 Elect Director R.B. Horton For For Management 2 Approve Non-Employee Director Restricted For For Management Stock Plan 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Amend Equal Employment Policy Regarding Against For Shareholder Sexual Orientation - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- FISHER SCIENTIFIC INTERNATIONAL INC. Ticker: FSH Security ID: 338032204 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rosanne F. Coppola For For Management 1.2 Elect Director Bruce L. Koepfgen For For Management 1.3 Elect Director Paul M. Meister For For Management 1.4 Elect Director W. Clayton Stephens For For Management 1.5 Elect Director Richard W. Vieser For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FOREST LABORATORIES, INC. Ticker: FRX Security ID: 345838106 Meeting Date: AUG 11, 2004 Meeting Type: Annual Record Date: JUN 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard Solomon For For Management 1.2 Elect Director William J. Candee, III For For Management 1.3 Elect Director George S. Cohan For For Management 1.4 Elect Director Dan L. Goldwasser For For Management 1.5 Elect Director Lester B. Salans For For Management 1.6 Elect Director Kenneth E. Goodman For For Management 1.7 Elect Director Phillip M. Satow For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Stock Option Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Dennis D. Dammerman For For Management 1.4 Elect Director Ann M. Fudge For For Management 1.5 Elect Director Claudio X. Gonzalez For For Management 1.6 Elect Director Jeffrey R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Report on Nuclear Fuel Storage Risks Against Against Shareholder 5 Report on PCB Clean-up Costs Against Against Shareholder 6 Adopt Policy on Overboarded Directors Against For Shareholder 7 Prepare a Sustainability Report Against Against Shareholder 8 Political Contributions/Activities Against Against Shareholder 9 Eliminate Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Berg For For Management 1.2 Elect Director Etienne F. Davignon For For Management 1.3 Elect Director James M. Denny For For Management 1.4 Elect Director John C. Martin For For Management 1.5 Elect Director Gordon E. Moore For For Management 1.6 Elect Director Nicholas G. Moore For For Management 1.7 Elect Director George P. Shultz For For Management 1.8 Elect Director Gayle E. Wilson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Impact of HIV/AIDS, TB, and Against For Shareholder Malaria Pandemics - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 6, 2005 Meeting Type: Annual Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Bryan For For Management 1.2 Elect Director Stephen Friedman For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director Henry M. Paulson, Jr. For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GRANT PRIDECO INC Ticker: GRP Security ID: 38821G101 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. Butters For For Management 1.2 Elect Director Eliot M. Fried For For Management 1.3 Elect Director Dennis R. Hendrix For For Management 1.4 Elect Director Harold E. Layman For For Management 1.5 Elect Director Sheldon B. Lubar For For Management 1.6 Elect Director Michael McShane For For Management 1.7 Elect Director Robert K. Moses, Jr. For For Management 1.8 Elect Director Joseph E. Reid For For Management 1.9 Elect Director David A. Trice For For Management - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Crandall For For Management 1.2 Elect Director Kenneth T. Derr For For Management 1.3 Elect Director S. Malcolm Gillis For For Management 1.4 Elect Director W.R. Howell For For Management 1.5 Elect Director Ray L. Hunt For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director J. Landis Martin For For Management 1.8 Elect Director Jay A. Precourt For For Management 1.9 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 4 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- HEWITT ASSOCIATES, INC. Ticker: HEW Security ID: 42822Q100 Meeting Date: FEB 2, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cheryl A. Francis For For Management 1.2 Elect Director Dale L. Gifford For For Management 1.3 Elect Director Thomas J. Neff For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HEWITT ASSOCIATES, INC. Ticker: HEW Security ID: 42822Q100 Meeting Date: SEP 30, 2004 Meeting Type: Special Record Date: AUG 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 16, 2005 Meeting Type: Annual Record Date: JAN 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director L.T. Babbio, Jr. For For Management 1.2 Elect Director P.C. Dunn For For Management 1.3 Elect Director R.A. Hackborn For For Management 1.4 Elect Director G.A. Keyworth For For Management 1.5 Elect Director R.E. Knowling, Jr. For For Management 1.6 Elect Director T.J. Perkins For For Management 1.7 Elect Director R.L. Ryan For For Management 1.8 Elect Director L.S. Salhany For For Management 1.9 Elect Director R.P. Wayman For For Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management - -------------------------------------------------------------------------------- KB HOME Ticker: KBH Security ID: 48666K109 Meeting Date: APR 7, 2005 Meeting Type: Annual Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James A. Johnson For For Management 1.2 Elect Director J. Terrence Lanni For For Management 1.3 Elect Director Barry Munitz For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORP. Ticker: LMT Security ID: 539830109 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director Marcus C. Bennett For For Management 1.4 Elect Director James O. Ellis, Jr. For For Management 1.5 Elect Director Gwendolyn S. King For For Management 1.6 Elect Director Douglas H. McCorkindale For For Management 1.7 Elect Director Eugene F. Murphy For For Management 1.8 Elect Director Joseph W. Ralston For For Management 1.9 Elect Director Frank Savage For For 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 - -------------------------------------------------------------------------------- MANDALAY RESORT GROUP Ticker: MBG Security ID: 562567107 Meeting Date: JUL 6, 2004 Meeting Type: Annual Record Date: MAY 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William E. Bannen, M.D. For For Management 1.2 Elect Director Jeffrey D. Benjamin For For Management 1.3 Elect Director Rose Mckinney-James For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARRIOTT INTERNATIONAL INC. (NEW) Ticker: MAR Security ID: 571903202 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.W. Marriott, Jr. For For Management 1.2 Elect Director Debra L. Lee For For Management 1.3 Elect Director George Munoz For For Management 1.4 Elect Director William J. Shaw For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Declassify the Board of Directors Against For Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- MBNA CORP. Ticker: KRB Security ID: 55262L100 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: FEB 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Berick For Withhold Management 1.2 Elect Director Mary M. Boies For For Management 1.3 Elect Director Benjamin R. Civiletti For Withhold Management 1.4 Elect Director Bruce L. Hammonds For Withhold Management 1.5 Elect Director William L. Jews For Withhold Management 1.6 Elect Director Randolph D. Lerner For Withhold Management 1.7 Elect Director Stuart L. Markowitz, M.D. For Withhold Management 1.8 Elect Director William B. Milstead For Withhold Management 1.9 Elect Director Thomas G. Murdough, Jr. For For Management 1.10 Elect Director Laura S. Unger For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder 4 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 26, 2004 Meeting Type: Annual Record Date: JUL 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Brody, M.D., For For Management Ph.D. 1.2 Elect Director Arthur D. Collins, Jr. For For Management 1.3 Elect Director Antonio M. Gotto, Jr., For For Management M.D., D. Phil. 2 Ratify Auditors For For Management 3 Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2004 Meeting Type: Annual Record Date: SEP 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Jon A. Shirley For For Management 2 Amend Bundled Compensation Plans For For Management 3 Amend Bundled Compensation Plans For For Management 4 Amend Stock Option Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 20, 2004 Meeting Type: Annual Record Date: JUL 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Alan B. Graf, Jr. For For Management 1.3 Elect Director Jeanne P. Jackson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 29, 2004 Meeting Type: Annual Record Date: SEP 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey O. Henley For For Management 1.2 Elect Director Lawrence J. Ellison For For Management 1.3 Elect Director Donald L. Lucas For For Management 1.4 Elect Director Michael J. Boskin For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey S. Berg For For Management 1.7 Elect Director Safra Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Joseph A. Grundfest For For Management 1.10 Elect Director H. Raymond Bingham For For Management 1.11 Elect Director Charles E. Phillips, Jr. For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- PAYCHEX, INC. Ticker: PAYX Security ID: 704326107 Meeting Date: OCT 6, 2004 Meeting Type: Annual Record Date: AUG 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Thomas Golisano For For Management 1.2 Elect Director G. Thomas Clark For For Management 1.3 Elect Director David J. S. Flaschen For For Management 1.4 Elect Director Phillip Horsley For For Management 1.5 Elect Director Grant M. Inman For For Management 1.6 Elect Director J. Robert Sebo For For Management 1.7 Elect Director Joseph M. Tucci For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Ray L. Hunt For For Management 1.4 Elect Director Arthur C. Martinez For For Management 1.5 Elect Director Indra K. Nooyi For For Management 1.6 Elect Director Steven S Reinemund For For Management 1.7 Elect Director Sharon P. Rockefeller For For Management 1.8 Elect Director James J. Schiro For For Management 1.9 Elect Director Franklin A. Thomas For For Management 1.10 Elect Director Cynthia M. Trudell For For Management 1.11 Elect Director Solomon D. Trujillo For For Management 1.12 Elect Director Daniel Vasella For For Management 2 Ratify Auditors For For Management 3 Report on Corporate Political Against Against Shareholder Contributions - -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES CO. Ticker: PXD Security ID: 723787107 Meeting Date: SEP 28, 2004 Meeting Type: Special Record Date: JUL 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For 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 - -------------------------------------------------------------------------------- ROCKWELL AUTOMATION INC Ticker: ROK Security ID: 773903109 Meeting Date: FEB 2, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce M. Rockwell For For Management 1.2 Elect Director Joseph F. Toot, Jr. For For Management 1.3 Elect Director Kenneth F. Yontz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: MAR 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For Did Not Management Vote 1.2 Elect Director J.S. Gorelick For Did Not Management Vote 1.3 Elect Director A. Gould For Did Not Management Vote 1.4 Elect Director T. Isaac For Did Not Management Vote 1.5 Elect Director A. Lajous For Did Not Management Vote 1.6 Elect Director A. Levy-Lang For Did Not Management Vote 1.7 Elect Director M.E. Marks For Did Not Management Vote 1.8 Elect Director D. Primat For Did Not Management Vote 1.9 Elect Director T.I. Sandvold For Did Not Management Vote 1.10 Elect Director N. Seydoux For Did Not Management Vote 1.11 Elect Director L.G. Stuntz For Did Not Management Vote 1.12 Elect Director R. Talwar For Did Not Management Vote 2 ADOPTION AND APPROVAL OF FINANCIALS AND For Did Not Management DIVIDENDS Vote 3 ADOPTION OF MANDATORY AMENDMENTS TO THE For Did Not Management ARTICLES OF INCORPORATION Vote 4 ADOPTION OF VOLUNTARY AMENDMENTS TO THE For Did Not Management ARTICLES OF INCORPORATION Vote 5 APPROVAL OF ADOPTION OF THE SCHLUMBERGER For Did Not Management 2005 OPTION PLAN Vote 6 APPROVAL OF ADOPTION OF AN AMENDMENT TO For Did Not Management THE SCHLUMBERGER DISCOUNTED STOCK Vote PURCHASE PLAN 7 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For Did Not Management ACCOUNTING FIRM Vote - -------------------------------------------------------------------------------- SIGMA-ALDRICH CORP. Ticker: SIAL Security ID: 826552101 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nina V. Fedoroff For For Management 1.2 Elect Director David R. Harvey For For Management 1.3 Elect Director W. Lee McCollum For For Management 1.4 Elect Director William C. O'Neil, Jr. For For Management 1.5 Elect Director J. Pedro Reinhard For For Management 1.6 Elect Director Timothy R. G. Sear For For Management 1.7 Elect Director D. Dean Spatz For For Management 1.8 Elect Director Barrett A. Toan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ST. JUDE MEDICAL, INC. Ticker: STJ Security ID: 790849103 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard R. Devenuti For For Management 1.2 Elect Director Stuart M. Essig For For Management 1.3 Elect Director Thomas H. Garrett III For For Management 1.4 Elect Director Wendy L. Yarno For For Management 2 Ratify Auditors For For Management 3 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 13, 2005 Meeting Type: Annual Record Date: APR 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brenda C. Barnes For For Management 1.2 Elect Director Mary Elizabeth Burton For For Management 1.3 Elect Director Richard J. Currie For For Management 1.4 Elect Director Rowland T. Moriarty For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- STARBUCKS CORP. Ticker: SBUX Security ID: 855244109 Meeting Date: FEB 9, 2005 Meeting Type: Annual Record Date: DEC 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara Bass For For Management 1.2 Elect Director Mellody Hobson For For Management 1.3 Elect Director Olden Lee For For Management 1.4 Elect Director Howard Schultz For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Commit to Free Trade certified Coffee Against Against Shareholder - -------------------------------------------------------------------------------- STARWOOD HOTELS & RESORTS WORLDWIDE, INC. Ticker: HOT Security ID: 85590A203 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charlene Barshefsky For For Management 1.2 Elect Director Jean-Marc Chapus For For Management 1.3 Elect Director Bruce W. Duncan For For Management 1.4 Elect Director Steven J. Heyer For For Management 1.5 Elect Director Eric Hippeau For For Management 1.6 Elect Director Steven Quazzo For For Management 1.7 Elect Director Thomas O. Ryder For For Management 1.8 Elect Director Barry S. Sternlicht For For Management 1.9 Elect Director Daniel W. Yih For For Management 1.10 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Provide for Confidential Voting Against For Shareholder 5 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- STATION CASINOS, INC. Ticker: STN Security ID: 857689103 Meeting Date: MAY 18, 2005 Meeting Type: Proxy Contest Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Fertitta III For For Management 1.2 Elect Director Lee S. Isgur For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Reduce Supermajority Vote Requirement Against Against Shareholder 5 Declassify the Board of Directors Against Against Shareholder 6 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 1.1 Elect Directors Frank J. Fertitta III None Did Not Management Vote 1.2 Elect Director Lee S. Isgur None Did Not Management Vote 2 Approve Omnibus Stock Plan None Did Not Management Vote 3 Ratify Auditors None Did Not Management Vote 4 Reduce Supermajority Vote Requirement For Did Not Shareholder Vote 5 Declassify the Board of Directors For Did Not Shareholder Vote 6 Submit Shareholder Rights Plan (Poison For Did Not Shareholder Pill) to Shareholder Vote Vote - -------------------------------------------------------------------------------- TEKTRONIX, INC. Ticker: TEK Security ID: 879131100 Meeting Date: SEP 23, 2004 Meeting Type: Annual Record Date: JUL 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David N. Campbell For For Management 1.2 Elect Director Merrill A. Mcpeak For For Management 1.3 Elect Director Richard H. Wills For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: Security ID: G90078109 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Judy J. Kelly For For Management 1.2 Elect Director Roberto Monti For For Management 1.3 Elect Director Ian C. Strachan For For Management 2 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE For For Management STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 2,500,000 TO 3,500,000. 3 APPROVAL OF THE APPOINTMENT OF ERNST & For For Management YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joel W. Johnson For Withhold Management 1.2 Elect Director David B. O'Maley For For Management 1.3 Elect Director O'Dell M. Owens Md, Mph For For Management 1.4 Elect Director Craig D. Schnuck For Withhold Management 1.5 Elect Director Warren R. Staley For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Performance- Based/Indexed Options Against For Shareholder 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas H. Kean For For Management 1.2 Elect Director Robert L. Ryan For For Management 1.3 Elect Director William G. Spears For For Management 1.4 Elect Director Gail R. Wilensky, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Performance- Based/Indexed Options Against Against Shareholder 4 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 17, 2005 Meeting Type: Annual Record Date: DEC 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan L. Bostrom For For Management 1.2 Elect Director Richard M. Levy For For Management 1.3 Elect Director Allen S. Lichter, M.D. For For Management 1.4 Elect Director R. Andrew Eckert For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WASHINGTON MUTUAL, INC Ticker: WM Security ID: 939322103 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip D. Matthews For For Management 1.2 Elect Director Mary E. Pugh For For Management 1.3 Elect Director William G. Reed, Jr. For For Management 1.4 Elect Director James H. Stever For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WATERS CORP. Ticker: WAT Security ID: 941848103 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For For Management 1.2 Elect Director Michael J. Berendt, Ph. D. For For Management 1.3 Elect Director Douglas A. Berthiaume For For Management 1.4 Elect Director Edward Conard For For Management 1.5 Elect Director Laurie H. Glimcher For For Management 1.6 Elect Director William J. Miller For For Management 1.7 Elect Director Thomas P. Salice For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Other Business For Against 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 Against Shareholder - -------------------------------------------------------------------------------- WOLSELEY PLC Ticker: Security ID: GB0009764027 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend of 16 Pence Per For For Management Share 4 Elect Nigel Stein as Director For For Management 5 Elect Andy Duff as Director For For Management 6 Re-elect Charles Banks as Director For For Management 7 Re-elect Chip Hornsby as Director For For Management 8 Re-elect James Murray as Director For For Management 9 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors of the Company 10 Authorise Board to Fix Remuneration of For For Management the Auditors 11 Authorise Issuance of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 50,000,000 12 Authorise Issuance of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,313,728 13 Authorise 58,509,827 Shares for Market For For Management Purchase 14 Amend Wolseley plc 2002 Long-Term For For Management Incentive Scheme 15 Authorise EU Political Donations up to For For Management Aggregate Nominal Amount of GBP 125,000 16 Approve Increase in Remuneration of For For Management Non-Executive Directors from GBP 500,000 to GBP 750,000 - -------------------------------------------------------------------------------- WYNN RESORTS LTD Ticker: WYNN Security ID: 983134107 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kazuo Okada For For Management 1.2 Elect Director Robert J. Miller For For Management 1.3 Elect Director Kiril Sokoloff For For Management 1.4 Elect Director Allan Zeman For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry S. Semel For For Management 1.2 Elect Director Jerry Yang For For Management 1.3 Elect Director Roy J. Bostock For For Management 1.4 Elect Director Ronald W. Burkle For For Management 1.5 Elect Director Eric Hippeau For For Management 1.6 Elect Director Arthur H. Kern For For Management 1.7 Elect Director Robert A. Kotick For For Management 1.8 Elect Director Edward R. Kozel For For Management 1.9 Elect Director Gary L. Wilson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ZIMMER HOLDINGS INC Ticker: ZMH Security ID: 98956P102 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Raymond Elliott For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services ========== END NPX REPORT 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. Merrill Lynch Fundamental Growth Fund, Inc. By: /s/ Robert C. Doll, Jr. ----------------------- Robert C. Doll, Jr. Chief Executive Officer Merrill Lynch Fundamental Growth Fund, Inc. Date: August 25, 2005