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 811-21621
Name of Fund: Defined Strategy Fund Inc.
Fund Address: P.O. Box 9011, Princeton, NJ 08543-9011
Name and address of agent for service:
Mitchell M. Cox, President, Defined Strategy Fund Inc., P.O. Box 9011,
Princeton, NJ 08543-9011.
Registrant's telephone number, including area code: (877) 449-4742
Date of fiscal year end: 09/30/2005
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 ********************
Reporting Period: 07/01/2004 - 06/30/2005
Defined Strategy Fund, Inc.
============================ Defined Strategy Fund, INC. ============
Citigroup Inc.
Ticker: C Security ID: 172967101
Meeting Date: April 19, 2005 Meeting Type: Annual
Record Date: February 25, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Amend Omnibus FOR FOR Mgmt
Stock Plan
4. Limit/Prohibit Awards AGAINST AGAINST ShrHoldr
to Executives
5. Report on Political AGAINST AGAINST ShrHoldr
Contributions
6. Prohibit Chairman from Mgmt AGAINST FOR ShrHoldr
"Duties, Titles or
Responsibilities"
7. Limit Executive AGAINST AGAINST ShrHoldr
Compensation
8. Require Majority Vote for AGAINST FOR ShrHoldr
Election of Directors
9. Review/Limit Executive AGAINST AGAINST ShrHoldr
Compensation
10. Adopt Simple Majority Vote AGAINST FOR ShrHoldr
- -------------------------------------------------------------
Coca-Cola Co
Ticker: KO Security ID: 191216100
Meeting Date: April 19, 2005 Meeting Type: Annual
Record Date: February 25, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors 1-3 & 5-14 FOR FOR Mgmt
Elect Director 4 FOR WITHOLD
2. Ratify Auditors FOR FOR Mgmt
3. Review Labor Rights AGAINST AGAINST ShrHoldr
in Columbia
4. Performance Based/Indexed AGAINST FOR ShrHoldr
Options
5. Submit Severance Agreement AGAINST FOR ShrHoldr
to Shareholder Vote
- ---------------------------------------------------------------
E.I. Du Pont De Nemours & Co
Ticker: DD Security ID: 263534109
Meeting Date: April 27, 2005 Meeting Type: Annual
Record Date: March 7, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Report on Govt Service AGAINST ABSTAIN ShrHoldr
of Employees
4. Implement ILO Code of AGAINST AGAINST ShrHoldr
Conduct
5. Executive Compensation AGAINST FOR ShrHoldr
6. Eliminate Animal Testing AGAINST ABSTAIN ShrHoldr
7. Report on Genetically AGAINST AGAINST ShrHoldr
Modified Organisms
8. Performance Based/Indexed AGAINST AGAINST ShrHoldr
Options
9. Report on PFOA Chemical AGAINST ABSTAIN ShrHoldr
Remediation
- --------------------------------------------------------------
Altria Group, Inc.
Ticker: MO Security ID: 02209S103
Meeting Date: April 28, 2005 Meeting Type: Annual
Record Date: March 7, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors 1-6 & 8-12 FOR FOR Mgmt
Elect Director 7 FOR WITHOLD
2. Approve Omnibus Stock Plan FOR FOR ShrHoldr
3. Amend Non-Employee Director FOR FOR Mgmt
Stock Option Plan
4. Ratify Auditors FOR FOR Mgmt
5. Eliminate Animal Testing AGAINST ABSTAIN ShrHoldr
6. Product Warnings for AGAINST ABSTAIN ShrHoldr
Pregnant Women
7. Cease Use of Light & Ultra AGAINST ABSTAIN ShrHoldr
Light in Cigarette Marketing
8. Apply Fire Safety Standards AGAINST ABSTAIN ShrHoldr
for Cigarettes
- -------------------------------------------------------------
Pfizer Inc.
Ticker: PFE Security ID: 717081103
Meeting Date: April 28, 2005 Meeting Type: Annual
Record Date: March 2, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Establish Term Limits AGAINST AGAINST ShrHoldr
for Directors
4. Report on Pharmaceutical AGAINST AGIANST ShrHoldr
Price Restraint
5. Review & Report on Drug AGAINST AGAINST ShrHoldr
Reimportation Policy
6. Report on Political AGAINST AGAINST ShrHoldr
Contributions
7. Report on Product AGAINST FOR ShrHoldr
availability in Canada
8. Separate Chairman & AGAINST FOR ShrHoldr
CEO Positions
- --------------------------------------------------------------
SBC Communications Inc.
Ticker: SBC Security ID: 78387G103
Meeting Date: April 29, 2005 Meeting Type: Annual
Record Date: March 1, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Approve Nonqualified FOR FOR ShrHoldr
Employee Stock Purchase
Plan
4. Report on Political AGAINST AGAINST ShrHoldr
Contributions
5. Report on Executive AGAINST AGAINST ShrHoldr
Compensation
6. Performance Based/Indexed AGAINST AGAINST ShrHoldr
Options
7. Adopt Simple Majority Vote AGAINST FOR ShrHoldr
- ---------------------------------------------------------------
Kohl's Corp
Ticker: KSS Security ID: 500255104
Meeting Date: April 29, 2005 Meeting Type: Annual
Record Date: March 2, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directos FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Declassify the Board of AGAINST FOR ShrHoldr
Directors
4. Submit Severance Agreement AGAINST FOR ShrHoldr
to Shareholder Vote
- ----------------------------------------------------------------
Verizon Communications
Ticker: VZ Security ID: 92343V104
Meeting Date: May 5, 2005 Meeting Type: Annual
Record Date: March 7, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors 1-4 & 6-11 FOR FOR Mgmt
Elect Director 5 FOR WITHOLD
2. Ratify Auditors FOR FOR Mgmt
3. Provide for Cumulative AGAINST AGAINST ShrHoldr
voting
4. Require a Majority Vote for AGAINST ABSTAIN ShrHoldr
the Election of Directors
5. Require Majority of AGAINST ABSTAIN ShrHoldr
Independent Directors on
Board
6. Separate Chairman & CEO AGAINST AGAINST ShrHoldr
Positions
7. Amend Director/Officer AGAINST ABSTAIN ShrHoldr
Liability Indemnifications
Provisions
8. Report on Political AGAINST AGAINST ShrHoldr
Contributions
- --------------------------------------------------------------
Gilead Sciences, Inc.
Ticker: GILD Security ID: 375558103
Meeting Date: May 10, 2005 Meeting Type: Annual
Record Date: March 22, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Amend Omnibus Stock Plan FOR FOR ShrHoldr
4. Report on Impact of AGAINST FOR ShrHoldr
HIV/AIDS, TB and
Malaria Pandemics
- ----------------------------------------------------------------
Amgen, Inc.
Ticker: AMGN Security ID: 31162100
Meeting Date: May 11, 2005 Meeting Type: Annual
Record Date: March 18, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Eliminate Animal Testing AGAINST AGAINST ShrHoldr
4. Review/Limit Executive AGAINST AGAINST ShrHoldr
Compensation
5. Adopt Retention Ratio for AGAINST FOR ShrHoldr
Executives
- -----------------------------------------------------------------
JPMorgan Chase & Co.
Ticker: JPM Security ID: 46625H100
Meeting Date: May 17, 2005 Meeting Type: Annual
Record Date: March 22, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Approve Omnibus Stock Plan FOR AGAINST ShrHoldr
4. Establish Term Limits for AGAINST AGAINST ShrHoldr
Directors
5. Separate Chairman & CEO AGAINST FOR ShrHoldr
Positions
6. Limit Executive Compensation AGAINST AGAINST ShrHoldr
7. Adopt Execuitve Benefit AGAINST FOR ShrHoldr
Policy
- -----------------------------------------------------------------
Express Scripts, Inc.
Ticker: ESRX Security ID: 302182100
Meeting Date: May 25, 2005 Meeting Type: Annual
Record Date: March 21, 2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
- -----------------------------------------------------------------
Swift Transportation Co., Inc.
Ticker: SWFT Security ID: 870756103
Meeting Date: May 26,2005 Meeting Type: Annual
Record Date: April 4,2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Approve Non-Employee FOR AGAINST ShrHoldr
Director
Stock Option Plan
3. Ratify Auditors FOR FOR Mgmt
- -----------------------------------------------------------------
*E* Trade Financial Corp.
Ticker: ET Security ID: 269246104
Meeting Date: May 26,2005 Meeting Type: Annual
Record Date: April 4,2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Approve Omnibus Stock Plan FOR FOR ShrHoldr
3. Approve Executive Incentive FOR FOR Mgmt
Bonus Plan
4. Ratify Auditors FOR FOR Mgmt
- -----------------------------------------------------------------
General Motors Corp.
Ticker: GM Security ID: 370442105
Meeting Date: June 7,2005 Meeting Type: Annual
Record Date: April 8,2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Prohibit Awards to AGAINST AGAINST ShrHoldr
Executives
4. Provide for Cumulative AGAINST FOR ShrHoldr
Voting
5. Report on Greenhouse Gas AGAINST AGAINST ShrHoldr
Emissions
6. Submit Severance Agreement AGAINST AGAINST ShrHoldr
to Shareholder Vote
7. Adopt Simple Majority Vote AGAINST AGAINST ShrHoldr
Requirement for All Issues
- -----------------------------------------------------------------
The Kroger Co.
Ticker: KR Security ID: 501044101
Meeting Date: June 23,2005 Meeting Type: Annual
Record Date: April 25,2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR WITHOLD Mgmt
2. Approve Omnibus Stock Plan FOR FOR ShrHoldr
3. Ratify Auditors FOR FOR Mgmt
4. Eliminate Supermajority AGAINST FOR ShrHoldr
Vote Provision
5. Report on Feasibility of AGAINST AGAINST ShrHoldr
Improving Animal
Welfare Standards
6. Submit Severance Agreement AGAINST FOR ShrHoldr
to Shareholder Vote
- -----------------------------------------------------------------
Bed Bath & Beyond Inc.
Ticker: BBBY Security ID: 75896100
Meeting Date: June 30,2005 Meeting Type: Annual
Record Date: May 5,2005
# Proposal Mgt Vote Sponsor
REC CAST
1. Elect Directors FOR FOR Mgmt
2. Ratify Auditors FOR FOR Mgmt
3. Adopt ILO-based Code of AGAINST FOR ShrHoldr
Conduct
4. Review/Limit Executive AGAINST FOR ShrHoldr
Compensation
5. Declassify the Board of AGAINST FOR ShrHoldr
Directors
========== 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.
Defined Strategy Fund Inc.
By: /s/ Mitchell M. Cox
-------------------
Mitchell M. Cox
President of Defined Strategy Fund Inc.
Date: August 26, 2005