UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number: 811-3429
CAPITAL APPRECIATION FUND
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(Exact name of registrant as specified in charter)
ONE CITYPLACE, HARTFORD, CT 06103-3415
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(Address of principal executive offices) (Zip code)
ERNEST J. WRIGHT
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ASSISTANT SECRETARY TO THE BOARD OF TRUSTEES
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CAPITAL APPRECIATION FUND
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ONE CITYPLACE, HARTFORD, CT 06103-3415
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(Name and address of agent for service)
Registrant's telephone number, including area code: 860-308-1000
Date of fiscal year end: December 31
Date of reporting period: 07/01/2003 - 06/30/2004
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ITEM 1. PROXY VOTING RECORD
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03429
Reporting Period: 07/01/2003 - 06/30/2004
Capital Appreciation Fund
========================== CAPITAL APPRECIATION FUND ===========================
3M CO
Ticker: MMM Security ID: 88579Y101
Meeting Date: MAY 11, 2004 Meeting Type: Annual
Record Date: MAR 12, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edward A. Brennan For For Management
1.2 Elect Director Michael L. Eskew For For Management
1.3 Elect Director W. James McNerney, Jr. For For Management
1.4 Elect Director Kevin W. Sharer For For Management
2 Ratify Auditors For For Management
3 Increase Authorized Common Stock For For Management
4 Separate Chairman and CEO Positions Against For Shareholder
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ADVANCE AUTO PARTS INC
Ticker: AAP Security ID: 00751Y106
Meeting Date: MAY 19, 2004 Meeting Type: Annual
Record Date: MAR 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lawrence P. Castellani For For Management
1.2 Elect Director John C. Brouillard For For Management
1.3 Elect Director Gilbert T. Ray For For Management
1.4 Elect Director John M. Roth For For Management
1.5 Elect Director Carlos A. Saladrigas For For Management
1.6 Elect Director William L. Salter For For Management
1.7 Elect Director Francesca Spinelli For For Management
1.8 Elect Director Nicholas F. Taubman For For Management
2 Increase Authorized Common Stock For For Management
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
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AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 25, 2004 Meeting Type: Annual
Record Date: MAR 29, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey P. Bezos For For Management
1.2 Elect Director Tom A. Alberg For For Management
1.3 Elect Director L. John Doerr For For Management
1.4 Elect Director William B. Gordon For For Management
1.5 Elect Director Myrtle S. Potter For For Management
1.6 Elect Director Thomas O. Ryder For For Management
1.7 Elect Director Patricia Q. Stonesifer For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
Page 1
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ANTHEM INC.
Ticker: ATH Security ID: 03674B104
Meeting Date: JUN 28, 2004 Meeting Type: Special
Record Date: MAY 10, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with an For For Management
Acquisition
2 Change Company Name For For Management
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ANTHEM INC.
Ticker: ATH Security ID: 03674B104
Meeting Date: MAY 17, 2004 Meeting Type: Annual
Record Date: MAR 19, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Victor S. Liss For For Management
1.2 Elect Director James W. McDowell, Jr. For For Management
1.3 Elect Director George A. Schaefer, Jr. For For Management
1.4 Elect Director Jackie M. Ward For For Management
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APPLE COMPUTER, INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: APR 22, 2004 Meeting Type: Annual
Record Date: FEB 24, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William V. Campbell For For Management
1.2 Elect Director Millard S. Drexler For For Management
1.3 Elect Director Albert A. Gore, Jr. For For Management
1.4 Elect Director Steven P. Jobs For For Management
1.5 Elect Director Arthur D. Levinson For For Management
1.6 Elect Director Jerome B. York For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
Page 2
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APPLIED MATERIALS, INC.
Ticker: AMAT Security ID: 038222105
Meeting Date: MAR 24, 2004 Meeting Type: Annual
Record Date: JAN 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael H. Armacost For For Management
1.2 Elect Director Deborah A. Coleman For For Management
1.3 Elect Director Herbert M. Dwight, Jr. For For Management
1.4 Elect Director Philip V. Gerdine For For Management
1.5 Elect Director Paul R. Low For For Management
1.6 Elect Director Dan Maydan For For Management
1.7 Elect Director Steven L. Miller For For Management
1.8 Elect Director James C. Morgan For For Management
1.9 Elect Director Gerhard H. Parker For For Management
1.10 Elect Director Michael R. Splinter For For Management
2 Amend Omnibus Stock Plan For For Management
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BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: MAR 17, 2004 Meeting Type: Special
Record Date: JAN 26, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Amend Omnibus Stock Plan For For Management
3 Increase Authorized Common Stock For For Management
4 Adjourn Meeting For For Management
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BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: APR 7, 2004
# 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 Donald E. Guinn For For Management
1.8 Elect Director James H. Hance, Jr. For For Management
1.9 Elect Director Kenneth D. Lewis For For Management
1.10 Elect Director Walter E. Massey For For Management
1.11 Elect Director Thomas J. May For For Management
1.12 Elect Director C. Steven McMillan For For Management
1.13 Elect Director Eugene M. McQuade For For Management
1.14 Elect Director Patricia E. Mitchell For For Management
1.15 Elect Director Edward L. Romero For For Management
1.16 Elect Director Thomas M. Ryan For For Management
1.17 Elect Director O. Temple Sloan, Jr. For For Management
1.18 Elect Director Meredith R. Spangler For For Management
1.19 Elect Director Jackie M. Ward For For Management
2 Ratify Auditors For Against Management
3 Change Date of Annual Meeting Against Against Shareholder
4 Adopt Nomination Procedures for the Board Against Against Shareholder
5 Charitable Contributions Against Against Shareholder
6 Establish Independent Committee to Review Against Against Shareholder
Mutual Fund Policy
7 Adopt Standards Regarding Privacy and Against Against Shareholder
Information Security
Page 3
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BERKSHIRE HATHAWAY INC.
Ticker: BRK.A Security ID: 084670207
Meeting Date: MAY 1, 2004 Meeting Type: Annual
Record Date: MAR 3, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Warren E. Buffett For Withhold Management
1.2 Elect Director Charles T. Munger For Withhold Management
1.3 Elect Director Susan T. Buffett For Withhold Management
1.4 Elect Director Howard G. Buffett For Withhold Management
1.5 Elect Director Malcolm G. Chace For Withhold Management
1.6 Elect Director David S. Gottesman For Withhold Management
1.7 Elect Director Charlotte Guyman For Withhold Management
1.8 Elect Director Donald R. Keough For Withhold Management
1.9 Elect Director Thomas S. Murphy For Withhold Management
1.10 Elect Director Ronald L. Olson For Withhold Management
1.11 Elect Director Walter Scott, Jr. For Withhold Management
2 Report on Political Against Against Shareholder
Contributions/Activities
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CARDINAL HEALTH, INC.
Ticker: CAH Security ID: 14149Y108
Meeting Date: NOV 5, 2003 Meeting Type: Annual
Record Date: SEP 8, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dave Bing For For Management
1.2 Elect Director John F. Finn For For Management
1.3 Elect Director John F. Havens For For Management
1.4 Elect Director David W. Raisbeck For For Management
1.5 Elect Director Robert D. Walter For For Management
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EASTMAN KODAK CO.
Ticker: EK Security ID: 277461109
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Hernandez For Withhold Management
1.2 Elect Director Hector de J. Ruiz For Withhold Management
1.3 Elect Director Laura D'Andrea Tyson For Withhold Management
2 Ratify Auditors For Abstain Management
3 Approve Omnibus Stock Plan For Abstain Management
4 Adopt Chemical Policy Against Abstain Shareholder
5 Prohibit Awards to Executives Against Abstain Shareholder
Page 4
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EBAY INC.
Ticker: EBAY Security ID: 278642103
Meeting Date: JUN 24, 2004 Meeting Type: Annual
Record Date: APR 26, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Philippe Bourguignon For For Management
1.2 Elect Director Thomas J. Tierney For For Management
1.3 Elect Director Margaret C. Whitman For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Stock Option Plan For For Management
4 Increase Authorized Common Stock For For Management
5 Ratify Auditors For For Management
6 Expense Stock Options Against Against Shareholder
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ECHOSTAR COMMUNICATIONS CORP.
Ticker: DISH Security ID: 278762109
Meeting Date: MAY 6, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael T. Dugan For Withhold Management
1.2 Elect Director James Defranco For Withhold Management
1.3 Elect Director Cantey Ergen For Withhold Management
1.4 Elect Director Charles W. Ergen For Withhold Management
1.5 Elect Director Raymond L. Friedlob For Withhold Management
1.6 Elect Director Steven R. Goodbarn For Withhold Management
1.7 Elect Director David K. Moskowitz For Withhold Management
1.8 Elect Director C. Michael Schroeder For Withhold Management
2 Ratify Auditors For Against Management
3 Other Business For Against Management
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ELECTRONIC ARTS, INC.
Ticker: ERTS Security ID: 285512109
Meeting Date: JUL 31, 2003 Meeting Type: Annual
Record Date: JUN 4, 2003
# 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 Lawrence F. Probst III For For Management
1.8 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 Ratify Auditors For For Management
Page 5
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ENERGIZER HOLDINGS, INC.
Ticker: ENR Security ID: 29266R108
Meeting Date: JAN 26, 2004 Meeting Type: Annual
Record Date: NOV 21, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John R. Roberts For For Management
1.2 Elect Director John E. Klein For For Management
1.3 Elect Director R. David Hoover For For Management
1.4 Elect Director W. Patrick McGinnis For For Management
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FOREST LABORATORIES, INC.
Ticker: FRX Security ID: 345838106
Meeting Date: AUG 11, 2003 Meeting Type: Annual
Record Date: JUN 20, 2003
# 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, M.D. For For Management
1.6 Elect Director Kenneth E. Goodman For For Management
1.7 Elect Director Phillip M. Satow For Against Management
2 Increase Authorized Common Stock For Against Management
3 Ratify Auditors For For Management
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GENENTECH, INC.
Ticker: DNA Security ID: 368710406
Meeting Date: APR 16, 2004 Meeting Type: Written Consent
Record Date: FEB 17, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles/Bylaws/Charter-Non-Routine For For Management
2.1 Elect Director Herbert W. Boyer For Withhold Management
2.2 Elect Director Arthur D. Levinson For Withhold Management
2.3 Elect Director Mark Richmond For Withhold Management
2.4 Elect Director Charles A. Sanders For Withhold Management
2.5 Elect Director William M. Burns For Withhold Management
2.6 Elect Director Erich Hunziker For Withhold Management
2.7 Elect Director Jonathan K.C. Knowles For Withhold Management
3 Elect Director M. Burns For None Management
4 Elect Director Erich Hunziker For None Management
5 Elect Director Jonathan K.C. Knowles For None Management
6 Increase Authorized Common Stock For For Management
7 Approve Omnibus Stock Plan For For Management
8 Ratify Auditors For For Management
Page 6
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GOLDMAN SACHS GROUP, INC., THE
Ticker: GS Security ID: 38141G104
Meeting Date: MAR 31, 2004 Meeting Type: Annual
Record Date: FEB 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lloyd C. Blankfein For For Management
1.2 Elect Director Lord Browne Of Madingley For For Management
1.3 Elect Director Claes Dahlback For For Management
1.4 Elect Director James A. Johnson For For Management
1.5 Elect Director Lois D. Juliber For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against Against Shareholder
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INVITROGEN CORP.
Ticker: IVGN Security ID: 46185R100
Meeting Date: APR 29, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Raymond V. Dittamore For For Management
1.2 Elect Director Bradley G. Lorimier For For Management
1.3 Elect Director David U'Prichard, Ph.D. For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Employee Stock Purchase Plan For For Management
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KLA-TENCOR CORP.
Ticker: KLAC Security ID: 482480100
Meeting Date: NOV 5, 2003 Meeting Type: Annual
Record Date: SEP 15, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.a Elect Director H. Raymond Bingham For For Management
1.b Elect Director Robert T. Bond For For Management
1.c Elect Director Richard J. Elkus, Jr. For For Management
1.d Elect Director Michael E. Marks For For Management
2 Ratify Auditors For For Management
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KOHL'S CORP.
Ticker: KSS Security ID: 500255104
Meeting Date: APR 28, 2004 Meeting Type: Annual
Record Date: MAR 3, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Wayne Embry For For Management
1.2 Elect Director John F. Herma For Withhold Management
1.3 Elect Director R. Lawrence Montgomery For For Management
1.4 Elect Director Frank V. Sica For For Management
2 Ratify Auditors For For Management
3 Performance-Based Stock/Indexed Options Against For Shareholder
4 Separate Chairman and CEO Positions Against For Shareholder
Page 7
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LOCKHEED MARTIN CORP.
Ticker: LMT Security ID: 539830109
Meeting Date: APR 22, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004
# 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 Norman R. Augustine For Withhold Management
1.4 Elect Director Marcus C. Bennett For For Management
1.5 Elect Director Vance D. Coffman For For Management
1.6 Elect Director Gwendolyn S. King For For Management
1.7 Elect Director Douglas H. McCorkindale For For Management
1.8 Elect Director Eugene F. Murphy For For Management
1.9 Elect Director Joseph W. Ralston For Withhold Management
1.10 Elect Director Frank Savage For For Management
1.11 Elect Director Anne Stevens For For Management
1.12 Elect Director Robert J. Stevens For For Management
1.13 Elect Director James R. Ukropina For For Management
1.14 Elect Director Douglas C. Yearley For For Management
2 Ratify Auditors For Against Management
3 Report on Executive Ties to Government Against Against Shareholder
4 Submit Shareholder Rights Plan (Poison Against Against Shareholder
Pill) to Shareholder Vote
5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
6 Develop Ethical Criteria for Military Against Against Shareholder
Contracts
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MEDTRONIC, INC.
Ticker: MDT Security ID: 585055106
Meeting Date: AUG 28, 2003 Meeting Type: Annual
Record Date: JUL 3, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard H. Anderson For For Management
1.2 Elect Director Michael R. Bonsignore For Withhold Management
1.3 Elect Director Gordon M. Sprenger For Withhold Management
2 Ratify Auditors For Against Management
3 Approve Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
Page 8
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MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 11, 2003 Meeting Type: Annual
Record Date: SEP 12, 2003
# 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 Wm. G. Reed, Jr. For For Management
1.10 Elect Director Jon A. Shirley For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Non-Employee Director Stock Option For For Management
Plan
4 Refrain from Giving Charitable Against Against Shareholder
Contributions
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MURPHY OIL CORP.
Ticker: MUR Security ID: 626717102
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank W. Blue For For Management
1.2 Elect Director George S. Dembroski For For Management
1.3 Elect Director Claiborne P. Deming For For Management
1.4 Elect Director Robert A. Hermes For For Management
1.5 Elect Director R. Madison Murphy For Withhold Management
1.6 Elect Director William C. Nolan, Jr. For For Management
1.7 Elect Director Ivar B. Ramberg For For Management
1.8 Elect Director David J. H. Smith For For Management
1.9 Elect Director Caroline G. Theus For For Management
2 Ratify Auditors For For Management
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NEXTEL COMMUNICATIONS, INC.
Ticker: NXTL Security ID: 65332V103
Meeting Date: MAY 27, 2004 Meeting Type: Annual
Record Date: APR 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Keith J. Bane For For Management
1.2 Elect Director V. Janet Hill For For Management
2 Ratify Auditors For Against Management
3 Amend Employee Stock Purchase Plan For For Management
Page 9
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NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 22, 2003 Meeting Type: Annual
Record Date: JUL 25, 2003
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas E. Clarke as Class For For Management
A Director
1.2 Elect Director Ralph D. DeNunzio as Class For For Management
A Director
1.3 Elect Director Richard K. Donahue as For Against Management
Class A Director
1.4 Elect Director Delbert J. Hayes as Class For For Management
A Director
1.5 Elect Director Douglas G. Houser as Class For For Management
A Director
1.6 Elect Director Jeanne P. Jackson as Class For For Management
A Director
1.7 Elect Director Philip H. Knight as Class For For Management
A Director
1.8 Elect Director Charles W. Robinson as For Against Management
Class A Director
1.9 Elect Director John R. Thompson, Jr. as For For Management
Class A Director
1.10 Elect Director Jill K. Conway as Class B For For Management
Director
1.11 Elect Director Alan B. Graf, Jr. as Class For Against Management
B Director
1.12 Elect Director John E. Jaqua as Class B For For Management
Director
1.13 Elect Director A. Michael Spence as Class For Against Management
B Director
2 Amend Omnibus Stock Plan For Against Management
3 Ratify Auditors For Against Management
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NOKIA CORP.
Ticker: NOK Security ID: 654902204
Meeting Date: MAR 25, 2004 Meeting Type: Annual
Record Date: JAN 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management
BALANCE SHEETS.
2 APPROVAL OF A DIVIDEND OF EUR 0.30 PER For For Management
SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For Management
CHAIRMAN, THE MEMBERS OF THE BOARD OF
DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4.1 Elect Director Paul J. Collins For For Management
4.2 Elect Director Georg Ehrnrooth For For Management
4.3 Elect Director Bengt Holmstrom For Against Management
4.4 Elect Director Per Karlsson For For Management
4.5 Elect Director Jorma Ollila For For Management
4.6 Elect Director Marjorie Scardino For For Management
4.7 Elect Director Vesa Vainio For For Management
4.8 Elect Director Arne Wessberg For For Management
5 Ratify Auditors For For Management
6 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
REDUCE THE SHARE CAPITAL THROUGH
CANCELLATION OF NOKIA SHARES HELD BY THE
COMPANY
7 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO INCREASE THE SHARE CAPITAL OF
THE COMPANY.
8 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO REPURCHASE NOKIA SHARES.
9 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO DISPOSE NOKIA SHARES HELD BY THE
COMPANY.
10 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
INCREASE THE CAPITAL OF THE FOUNDATION OF
NOKIA CORPORATION.
11 MARK THE FOR BOX IF YOU WISH TO None Against Management
INSTRUCT THE DEPOSITARY TO GIVE A PROXY
TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
NOKIA CORPORATION, TO AUTHORIZE ANY OF
THEM (WITH FULL POWER OF SUBSTITUTION) TO
VOTE, IN THEIR DISCR
Page 10
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OUTBACK STEAKHOUSE, INC.
Ticker: OSI Security ID: 689899102
Meeting Date: APR 21, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John A. Brabson, Jr. For For Management
1.2 Elect Director Lee Roy Selmon For For Management
2 Amend Omnibus Stock Plan For For Management
3 Other Business For Against Management
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QUALCOMM INC.
Ticker: QCOM Security ID: 747525103
Meeting Date: MAR 2, 2004 Meeting Type: Annual
Record Date: JAN 2, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Adelia A. Coffman For For Management
1.2 Elect Director Raymond V. Dittamore For For Management
1.3 Elect Director Irwin Mark Jacobs For For Management
1.4 Elect Director Richard Sulpizio For For Management
2 Amend Stock Option Plan For For Management
3 Ratify Auditors For For Management
4 Declassify the Board of Directors Against Against Shareholder
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SANDISK CORP.
Ticker: SNDK Security ID: 80004C101
Meeting Date: MAY 20, 2004 Meeting Type: Annual
Record Date: MAR 30, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Eli Harari For For Management
1.2 Elect Director Irwin Federman For For Management
1.3 Elect Director Judy Bruner For For Management
1.4 Elect Director Michael E. Marks For For Management
1.5 Elect Director James D. Meindl For For Management
1.6 Elect Director Alan F. Shugart For For Management
2 Ratify Auditors For For Management
Page 11
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SLM CORP.
Ticker: SLM Security ID: 78442P106
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles L. Daley For For Management
1.2 Elect Director William M. Diefenderfer, For For Management
III
1.3 Elect Director Thomas J. Fitzpatrick For For Management
1.4 Elect Director Edward A. Fox For For Management
1.5 Elect Director Diane Suitt Gilleland For For Management
1.6 Elect Director Earl A. Goode For For Management
1.7 Elect Director Ann Torre Grant For For Management
1.8 Elect Director Ronald F. Hunt For For Management
1.9 Elect Director Benjamin J. Lambert, III For For Management
1.10 Elect Director Albert L. Lord For For Management
1.11 Elect Director Barry A. Munitz For For Management
1.12 Elect Director A. Alexander Porter, Jr. For For Management
1.13 Elect Director Wolfgang Schoellkopf For For Management
1.14 Elect Director Steven L. Shapiro For For Management
1.15 Elect Director Barry L. Williams For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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SUNCOR ENERGY INC
Ticker: SU. Security ID: 867229106
Meeting Date: APR 29, 2004 Meeting Type: Annual/Special
Record Date: MAR 1, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mel E. Benson For For Management
1.2 Elect Director Brian A. Canfield For For Management
1.3 Elect Director Susan E. Crocker For For Management
1.4 Elect Director Bryan P. Davies For For Management
1.5 Elect Director Brian A. Felesky For For Management
1.6 Elect Director John T. Ferguson For For Management
1.7 Elect Director W. Douglas Ford For For Management
1.8 Elect Director Richard L. George For For Management
1.9 Elect Director John R. Huff For For Management
1.10 Elect Director Robert W. Korthals For For Management
1.11 Elect Director M. Ann McCaig For For Management
1.12 Elect Director Michael W. O'Brien For For Management
1.13 Elect Director JR Shaw For Withhold Management
2 Ratify Auditors For For Management
3 Submit New Participants in the Senior Against Against Shareholder
Executive Retirement Plan to a
Shareholder Vote
Page 12
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TEXAS INSTRUMENTS INC.
Ticker: TXN Security ID: 882508104
Meeting Date: APR 15, 2004 Meeting Type: Annual
Record Date: FEB 17, 2004
# 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 Thomas J. Engibous For For Management
1.5 Elect Director Gerald W. Fronterhouse For For Management
1.6 Elect Director David R. Goode For For Management
1.7 Elect Director Wayne R. Sanders For For Management
1.8 Elect Director Ruth J. Simmons For For Management
1.9 Elect Director Richard K. Templeton For For Management
1.10 Elect Director Christine Todd Whitman For For Management
2 Ratify Auditors For Against Management
3 Expense Stock Options Against Against Shareholder
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UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William C. Ballard, Jr. For For Management
1.2 Elect Director Richard T. Burke For For Management
1.3 Elect Director Stephen J. Hemsley For For Management
1.4 Elect Director Donna E. Shalala For For Management
2 Ratify Auditors For For Management
3 Expense Stock Options Against Against Shareholder
4 Limit Awards to Executives Against Against Shareholder
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VODAFONE GROUP PLC
Ticker: Security ID: 92857W100
Meeting Date: JUL 30, 2003 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 Reelect Lord MacLaurin of Knebworth as For For Management
Director
4 Reelect Kenneth Hydon as Director For For Management
5 Reelect Thomas Geitner as Director For For Management
6 Reelect Alec Broers as Director For For Management
7 Reelect Juergen Schrempp as Director For For Management
8 Elect John Buchanan as Director For For Management
9 Approve Final Dividend of 0.8983 Pence For For Management
Per Share
10 Ratify Deloitte and Touche as Auditors For Against Management
11 Authorize Board to Fix Remuneration of For Against Management
Auditors
12 Authorize EU Political Donations up to For Against Management
GBP 100,000
13 Authorize Issuance of Equity or For For Management
Equity-Linked Securities with Preemptive
Rights up to Aggregate Nominal Amount of
USD 900,000,000
14 Authorize Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights up to Aggregate Nominal
Amount of USD 340,000,000
15 Authorize 6,800,000,000 Shares for Share For For Management
Repurchase Program
Page 13
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WELLPOINT HEALTH NETWORKS INC.
Ticker: WLP Security ID: 94973H108
Meeting Date: JUN 28, 2004 Meeting Type: Special
Record Date: MAY 10, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
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WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J.A. Blanchard III For For Management
1.2 Elect Director Susan E. Engel For For Management
1.3 Elect Director Enrique Hernandez, Jr. For For Management
1.4 Elect Director Robert L. Joss For For Management
1.5 Elect Director Reatha Clark King For For Management
1.6 Elect Director Richard M. Kovacevich For For Management
1.7 Elect Director Richard D. McCormick For For Management
1.8 Elect Director Cynthia H. Milligan For For Management
1.9 Elect Director Philip J. Quigley For For Management
1.10 Elect Director Donald B. Rice For Withhold Management
1.11 Elect Director Judith M. Runstad For Withhold Management
1.12 Elect Director Stephen W. Sanger For For Management
1.13 Elect Director Susan G. Swenson For For Management
1.14 Elect Director Michael W. Wright For Withhold Management
2 Approve Retirement Plan For For Management
3 Ratify Auditors For For Management
4 Expense Stock Options Against Against Shareholder
5 Limit Executive Compensation Against Against Shareholder
6 Link Executive Compensation to Social Against Against Shareholder
Issues
7 Report on Political Against Against Shareholder
Contributions/Activities
Page 14
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XM SATELLITE RADIO HOLDINGS INC.
Ticker: XMSR Security ID: 983759101
Meeting Date: MAY 27, 2004 Meeting Type: Annual
Record Date: APR 9, 2004
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary M. Parsons For For Management
1.2 Elect Director Hugh Panero For For Management
1.3 Elect Director Nathaniel A. Davis For For Management
1.4 Elect Director Thomas J. Donohue For For Management
1.5 Elect Director Thomas G. Elliott For For Management
1.6 Elect Director George W. Haywood For For Management
1.7 Elect Director Chester A. Huber, Jr. For For Management
1.8 Elect Director Jarl Mohn For For Management
1.9 Elect Director Pierce J. Roberts, Jr. For For Management
1.10 Elect Director Jack Shaw For For Management
- --------------------------------------------------------------------------------
YAHOO!, INC.
Ticker: YHOO Security ID: 984332106
Meeting Date: MAY 21, 2004 Meeting Type: Annual
Record Date: MAR 25, 2004
# 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 Employee Stock Purchase Plan For For Management
3 Ratify Auditors For For Management
4 Expense Stock Options Against Against Shareholder
Page 15
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: Capital Appreciation Fund
-------------------------
By (Signature and Title): /s/ R. Jay Gerken
----------------------
R. Jay Gerken
Chairman, Board of Trustees
Chief Executive Officer and President
Date: August 30, 2004
---------------