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                                  UNITED STATES                             OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION               OMB Number:    3235-0582
                              WASHINGTON, DC 20549                      Expires:  March 31, 2006
                                                                        Estimated average burden
                                    FORM N-PX                           hours per response..14.4



          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number 811-21371
                                  ---------------------------------------------
                             Phoenix Adviser Trust
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

101 Munson Street, Greenfield, MA                                  01301
- -------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip code)

                               John Flores, Esq.
        Phoenix Life Insurance Co., One American Row, Hartford, CT 06102
- -------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code:   800-243-1574
                                                    ---------------------------
Date of fiscal year end:
                        -------------------
Date of reporting period: 7/1/04-6/30/05
                         ------------------

         Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

         A registrant is required to disclose the information specified by Form
 N-PX, and the Commission will make this information public. A registrant is not
 required to respond to the collection of information contained in Form N-PX
 unless the Form displays a currently valid Office of Management and Budget
 ("OMB") control number. Please direct comments concerning the accuracy of the
 information collection burden estimate and any suggestions for reducing the
 burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
 NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
 information under the clearance requirements of 44 U.S.C. Section 3507.





******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-21371
Reporting Period: 07/01/2004 - 06/30/2005
Phoenix Adviser Trust









=========== PHOENIX FOCUSED VALUE FUND (FORMERLY JANUS FOCUSED VALUE ===========
===========                          FUND)                           ===========


AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene  Barshefsky      For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan  Leschly              For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific--Compensation-Related    Against   Against    Shareholder
4     Report on Political Contributions         Against   Against    Shareholder


- --------------------------------------------------------------------------------

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: APR 30, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Warren E. Buffett         For       For        Management
1.2   Elect  Director Charles T. Munger         For       For        Management
1.3   Elect  Director Howard G. Buffett         For       For        Management
1.4   Elect  Director Malcolm G. Chace          For       For        Management
1.5   Elect  Director William H. Gates III      For       For        Management
1.6   Elect  Director David S. Gottesman        For       For        Management
1.7   Elect  Director Charlotte Guyman          For       For        Management
1.8   Elect  Director Donald R. Keough          For       For        Management
1.9   Elect  Director Thomas S. Murphy          For       For        Management
1.10  Elect  Director Ronald L. Olson           For       For        Management
1.11  Elect  Director Walter Scott, Jr.         For       For        Management
2     Amend Articles                            For       For        Management
3     Amend Articles                            For       For        Management


- --------------------------------------------------------------------------------

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director ZOE BAIRD                  For       For        Management
1.2   Elect Director SHEILA P. BURKE            For       For        Management
1.3   Elect Director JAMES I. CASH, JR.         For       For        Management
1.4   Elect Director JOEL J. COHEN              For       For        Management
1.5   Elect Director JAMES M. CORNELIUS         For       For        Management
1.6   Elect Director JOHN D. FINNEGAN           For       For        Management
1.7   Elect Director KLAUS J. MANGOLD           For       For        Management
1.8   Elect Director SIR DAVID G SCHOLEY CBE    For       For        Management
1.9   Elect Director RAYMOND G.H. SEITZ         For       For        Management
1.10  Elect Director LAWRENCE M. SMALL          For       For        Management
1.11  Elect Director DANIEL E. SOMERS           For       For        Management
1.12  Elect Director KAREN HASTIE WILLIAMS      For       For        Management
1.13  Elect Director ALFRED W. ZOLLAR           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CINCINNATI FINANCIAL CORP.

Ticker:       CINF           Security ID:  172062101
Meeting Date: APR 23, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kenneth C. Lichtendahl     For       For        Management
1.2   Elect Director W. Rodney McMullen         For       For        Management
1.3   Elect Director Thomas R. Schiff           For       For        Management
1.4   Elect Director John F. Steele, Jr.        For       For        Management
1.5   Elect Director Larry R. Webb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Stock Option Plan                 For       For        Management
5     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash


- --------------------------------------------------------------------------------

DIAGEO PLC (FORMERLY GUINNESS PLC)

Ticker:                      Security ID:  25243Q205
Meeting Date: OCT 20, 2004   Meeting Type: Annual
Record Date:  SEP 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REPORTS AND ACCOUNTS 2004                 For       For        Management
2     DIRECTORS  REMUNERATION REPORT 2004       For       For        Management
3     DECLARATION OF FINAL DIVIDEND             For       For        Management
4.1   Elect  Director Lord Hollick (1,3,4)      For       For        Management
4.2   Elect  Director Mr Nc Rose (2)            For       For        Management
4.3   Elect  Director Mr Pa Walker (1,3,4)      For       For        Management
4.4   Elect  Director Mr Ht Stitzer (1,3,4)     For       For        Management
4.5   Elect  Director Mr Jr Symonds (1,3,4)     For       For        Management
5     Ratify Auditors                           For       For        Management
6     DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
7     AMENDMENT TO ARTICLES OF ASSOCIATION      For       For        Management
8     AUTHORITY TO PURCHASE OWN ORDINARY SHARES For       For        Management
9     AMENDMENTS TO THE DIAGEO LONG TERM        For       For        Management
      INCENTIVE PLAN
10    AMENDMENTS TO THE DIAGEO EXECUTIVE SHARE  For       For        Management
      OPTION PLAN
11    AMENDMENTS TO THE DISCRETIONARY INCENTIVE For       For        Management
      PLAN
12    AMENDMENTS TO THE DIAGEO 2001 SHARE       For       For        Management
      INCENTIVE PLAN
13    AMENDMENTS TO THE DIAGEO UK SHARESAVE     For       For        Management
      SCHEME 2000
14    AMENDMENTS TO THE DIAGEO 1999 IRISH       For       For        Management
      SHARESAVE SCHEME
15    AMENDMENT TO THE DIAGEO LONG TERM         For       For        Management
      INCENTIVE PLAN AWARDS


- --------------------------------------------------------------------------------

ENTERCOM COMMUNICATIONS CORP.

Ticker:       ETM            Security ID:  293639100
Meeting Date: MAY 6, 2005    Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David J. Berkman          For       Withhold   Management
1.2   Elect  Director Daniel E. Gold            For       For        Management
1.3   Elect  Director Joseph M. Field           For       For        Management
1.4   Elect  Director David J. Field            For       For        Management
1.5   Elect  Director John C. Donlevie          For       For        Management
1.6   Elect  Director Edward H. West            For       Withhold   Management
1.7   Elect  Director Robert S. Wiesenthal      For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: MAR 22, 2005   Meeting Type: Annual
Record Date:  JAN 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James P. Hackett           For       For        Management
1.2   Elect Director Joan R. Herschede          For       For        Management
1.3   Elect Director Robert L. Koch II          For       For        Management
1.4   Elect Director Kenneth W. Lowe            For       For        Management
1.5   Elect Director Thomas W. Traylor          For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: NOV 4, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       For        Management
1.2   Elect  Director Geoffrey T. Boisi         For       For        Management
1.3   Elect  Director Michelle Engler           For       For        Management
1.4   Elect  Director Richard Karl Goeltz       For       For        Management
1.5   Elect  Director Thomas S. Johnson         For       For        Management
1.6   Elect  Director William M. Lewis, Jr.     For       For        Management
1.7   Elect  Director John B. Mccoy             For       For        Management
1.8   Elect  Director Eugene M. Mcquade         For       For        Management
1.9   Elect  Director Shaun F. O'Malley         For       For        Management
1.10  Elect  Director Ronald F. Poe             For       For        Management
1.11  Elect  Director Stephen A. Ross           For       For        Management
1.12  Elect  Director Richard F. Syron          For       For        Management
1.13  Elect  Director William J. Turner         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


- --------------------------------------------------------------------------------

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 27, 2004   Meeting Type: Annual
Record Date:  JUL 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen R. Demeritt       For       For        Management
1.2   Elect  Director Livio D. Desimone         For       For        Management
1.3   Elect  Director William T. Esrey          For       For        Management
1.4   Elect  Director Raymond V. Gilmartin      For       For        Management
1.5   Elect  Director Judith R. Hope            For       For        Management
1.6   Elect  Director Robert L. Johnson         For       Withhold   Management
1.7   Elect  Director Heidi G. Miller           For       For        Management
1.8   Elect  Director H. Ochoa-Brillembourg     For       For        Management
1.9   Elect  Director Michael D. Rose           For       For        Management
1.10  Elect  Director Stephen W. Sanger         For       For        Management
1.11  Elect  Director A. Michael Spence         For       For        Management
1.12  Elect  Director Dorothy A. Terrell        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Range For Board Size            For       For        Management


- --------------------------------------------------------------------------------

GOLDEN WEST FINANCIAL CORP.

Ticker:       GDW            Security ID:  381317106
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis J. Galen            For       For        Management
1.2   Elect  Director Antonia Hernandez         For       For        Management
1.3   Elect  Director Bernard A. Osher          For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HARLEY-DAVIDSON, INC.

Ticker:       HDI            Security ID:  412822108
Meeting Date: APR 30, 2005   Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George H. Conrades         For       For        Management
1.2   Elect Director Sara L. Levinson           For       For        Management
1.3   Elect Director George L. Miles, Jr.       For       For        Management
2     Approve/Amend Employee Incentive Bonus    For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: FEB 15, 2005   Meeting Type: Proxy Contest
Record Date:  DEC 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Schoen         For       For        Management
1.2   Elect  Director Joseph V. Vumbacco        For       For        Management
1.3   Elect  Director Kent P. Dauten            For       For        Management
1.4   Elect  Director Donald E. Kiernan         For       For        Management
1.5   Elect  Director Robert A. Knox            For       For        Management
1.6   Elect  Director William E. Mayberry, M.D. For       For        Management
1.7   Elect  Director William C. Steere, Jr.    For       For        Management
1.8   Elect  Director R.W. Westerfield, Ph.D.   For       For        Management
2     Limit Outstanding Option Grants to        Against   Against    Shareholder
      Executive
3     Policy Regarding Uninsured Low-Income and Against   Against    Shareholder
      Insured Patients
1.1   Elect Director William J. Schoen          For       None       Management
1.2   Elect Director Joseph V. Vumbacco         For       None       Management
1.3   Elect Director Kent P. Dauten             For       None       Management
1.4   Elect Director Donald E. Kiernan          For       None       Management
1.5   Elect Director Robert A. Knox             For       None       Management
1.6   Elect Director William E. Mayberry, M.D.  For       None       Management
1.7   Elect Director William C. Steere, Jr.     For       None       Management
1.8   Elect Director R.W. Westerfield, Ph.D.    For       None       Management
2     Limit Outstanding Option Grants to        For       None       Shareholder
      Executive
3     Policy Regarding Uninsured Low-Income and For       None       Shareholder
      Insured Patients


- --------------------------------------------------------------------------------

LIZ CLAIBORNE, INC.

Ticker:       LIZ            Security ID:  539320101
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul R. Charron            For       For        Management
1.2   Elect Director Kay Koplovitz              For       For        Management
1.3   Elect Director Oliver R. Sockwell         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

MARKEL CORP.

Ticker:       MKL            Security ID:  570535104
Meeting Date: MAY 23, 2005   Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Alfred Broaddus, Jr.   For       For        Management
1.2   Elect  Director Douglas C. Eby            For       For        Management
1.3   Elect  Director Leslie A. Grandis         For       Withhold   Management
1.4   Elect  Director Stewart M. Kasen          For       Withhold   Management
1.5   Elect  Director Alan I. Kirshner          For       Withhold   Management
1.6   Elect  Director Anthony F. Markel         For       Withhold   Management
1.7   Elect  Director Steven A. Markel          For       Withhold   Management
1.8   Elect  Director Jay M. Weinberg           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

MOHAWK INDUSTRIES, INC.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Fiedler           For       For        Management
1.2   Elect  Director Jeffrey S. Lorberbaum     For       For        Management
1.3   Elect  Director Robert N. Pokelwaldt      For       For        Management


- --------------------------------------------------------------------------------

NESTLE SA

Ticker:       NESAY          Security ID:  641069406
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2004 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF NESTLE S.A.
2     APPROVAL OF 2004 CONSOLIDATED ACCOUNTS OF For       For        Management
      THE NESTLE GROUP.
3     APPROVAL OF THE RELEASE OF THE BOARD OF   For       For        Management
      DIRECTORS AND OF THE MANAGEMENT.
4     APPROVAL OF THE DECISION ON THE           For       For        Management
      APPROPRIATION OF PROFITS RESULTING FROM
      THE BALANCE SHEET OF NESTLE S.A.
5     PROPOSED AMENDMENTS TO THE ARTICLES OF    Against   For        Shareholder
      ASSOCIATION SUBMITTED BY CERTAIN
      SHAREHOLDERS, RELATING TO THE
      ORGANIZATION OF THE BOARD OF DIRECTORS
      (AMENDMENT TO ARTICLE 24 PARA. 1).
6     PROPOSED AMENDMENTS TO THE ARTICLES OF    Against   For        Shareholder
      ASSOCIATION SUBMITTED BY CERTAIN
      SHAREHOLDERS, RELATING TO THE TERM OF
      OFFICE AND ELECTION OF THE BOARD OF
      DIRECTORS (AMENDMENT TO ARTICLE 23 PARA.S
      1 AND 2).
7     PROPOSED AMENDMENTS TO THE ARTICLES OF    Against   Against    Shareholder
      ASSOCIATION SUBMITTED BY CERTAIN
      SHAREHOLDERS (AMENDMENT TO ARTICLE 20).
8     APPROVAL OF THE ELECTION TO THE BOARD OF  For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      INVITATION TO THE GENERAL MEETING.
9     APPROVAL OF THE ELECTION OF THE AUDITORS, For       For        Management
      AS SET FORTH IN THE COMPANY S INVITATION
      TO THE GENERAL MEETING.
10    MARK THE  FOR  BOX AT RIGHT IF YOU WISH   For       Against    Management
      TO GIVE A PROXY TO THE INDEPENDENT
      REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN
      (AS FURTHER DISCUSSED IN THE COMPANY S
      INVITATION).


- --------------------------------------------------------------------------------

OLD REPUBLIC INTERNATIONAL CORP.

Ticker:       ORI            Security ID:  680223104
Meeting Date: MAY 27, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William A. Simpson        For       Withhold   Management
1.2   Elect  Director Arnold L. Steiner         For       Withhold   Management
1.3   Elect  Director Fredricka Taubitz         For       Withhold   Management
1.4   Elect  Director A.C. Zucaro               For       Withhold   Management


- --------------------------------------------------------------------------------

SAGA COMMUNICATIONS, INC.

Ticker:       SGA            Security ID:  786598102
Meeting Date: MAY 9, 2005    Meeting Type: Annual
Record Date:  MAR 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jonathan Firestone        For       For        Management
1.2   Elect  Director Brian W. Brady            For       For        Management
1.3   Elect  Director Edward K. Christian       For       Withhold   Management
1.4   Elect  Director Donald J. Alt             For       For        Management
1.5   Elect  Director Clarke Brown              For       For        Management
1.6   Elect  Director Robert J. Maccini         For       Withhold   Management
1.7   Elect  Director Gary Stevens              For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SIGNET GROUP PLC (FORMERLY RATNERS)

Ticker:                      Security ID:  82668L872
Meeting Date: JUN 10, 2005   Meeting Type: Annual
Record Date:  APR 26, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE AUDITED ACCOUNTS AND       For       For        Management
      ACCOMPANYING REPORTS
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
3     TO DECLARE A FINAL DIVIDEND               For       For        Management
4     TO RE-ELECT TERRY BURMAN                  For       For        Management
5     TO RE-ELECT BROOK LAND                    For       For        Management
6     TO RE-ELECT JAMES MCADAM                  For       For        Management
7     TO ELECT ROBERT ANDERSON                  For       For        Management
8     TO ELECT ROBERT WALKER                    For       For        Management
9     Ratify Auditors                           For       For        Management
10    TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      SHARES
11    TO DISAPPLY PRE-EMPTION RIGHTS ON SHARE   For       For        Management
      ALLOTMENTS
12    TO AUTHORIZE MARKET PURCHASE OF SHARES    For       For        Management
13    TO AMEND THE ARTICLES                     For       For        Management


- --------------------------------------------------------------------------------

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Albright                For       For        Management
1.2   Elect Director K. Burnes                  For       For        Management
1.3   Elect Director T. Casner                  For       For        Management
1.4   Elect Director N. Darehshori              For       For        Management
1.5   Elect Director A. Goldstein               For       For        Management
1.6   Elect Director D. Gruber                  For       For        Management
1.7   Elect Director L. Hill                    For       For        Management
1.8   Elect Director C. LaMantia                For       For        Management
1.9   Elect Director R. Logue                   For       For        Management
1.10  Elect Director R. Sergel                  For       For        Management
1.11  Elect Director R. Skates                  For       For        Management
1.12  Elect Director G. Summe                   For       For        Management
1.13  Elect Director D. Walsh                   For       For        Management
1.14  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Kowalski       For       For        Management
1.2   Elect  Director Rose Marie Bravo          For       For        Management
1.3   Elect  Director William R. Chaney         For       For        Management
1.4   Elect  Director Samuel L. Hayes III       For       For        Management
1.5   Elect  Director Abby F. Kohnstamm         For       For        Management
1.6   Elect  Director Charles K. Marquis        For       For        Management
1.7   Elect  Director J. Thomas Presby          For       For        Management
1.8   Elect  Director James E. Quinn            For       For        Management
1.9   Elect  Director William A. Shutzer        For       For        Management
2     Ratify Auditor                            For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

TJX COMPANIES, INC., THE

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gail Deegan               For       For        Management
1.2   Elect  Director Dennis F. Hightower       For       For        Management
1.3   Elect  Director John F. O'Brien           For       For        Management
1.4   Elect  Director Willow B. Shire           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Adopt ILO-Based Code of Conduct           Against   Against    Shareholder
5     Review Vendor Standards                   Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


- --------------------------------------------------------------------------------

UNIVERSAL HEALTH SERVICES, INC.

Ticker:       UHS            Security ID:  913903100
Meeting Date: JUN 2, 2005    Meeting Type: Annual
Record Date:  APR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Williams Jr. Md   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Adopt Policy to Prohibit Discrimination   Against   For        Shareholder
      based on Sexual Orientation


- --------------------------------------------------------------------------------

WATTS WATER TECHNOLOGIES

Ticker:       WTS            Security ID:  942749102
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Timothy P. Horne          For       For        Management
1.2   Elect  Director Ralph E. Jackson, Jr.     For       For        Management
1.3   Elect  Director Kenneth J. McAvoy         For       For        Management
1.4   Elect  Director John K. McGillicuddy      For       For        Management
1.5   Elect  Director Gordan W. Moran           For       For        Management
1.6   Elect  Director Daniel J. Murphy, III     For       For        Management
1.7   Elect  Director Patrick S. O'Keefe        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     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       Withhold   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     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   For        Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder




============== PHOENIX FOREIGN OPPORTUNITIES FUND (FORMERLY JANUS ==============
==============             INTERNATIONAL EQUITY FUND)             ==============


ABN AMRO HOLDING NV

Ticker:       ABN            Security ID:  N0030P459
Meeting Date: AUG 25, 2004   Meeting Type: Special
Record Date:  AUG 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to Reflect Changes in      For       For        Management
      Capital: Cancel Outstanding Preference
      Shares and Issuance of New Financing
      Preference Shares
2     Grant Board Authority to Issue Ordinary   For       For        Management
      Shares, Convertible Preference Shares,
      and Financing Preference Shares up to 20
      Percent of Issued Share Capital
      Restricting/Excluding Preemptive Rights
3     Authorize Delisting of ABN AMRO Holding   For       For        Management
      N.V. Securities from Singapore Exchange


- --------------------------------------------------------------------------------

AMOREPACIFIC CORP. (FORMERLY PACIFIC CORP)

Ticker:                      Security ID:  Y01243107
Meeting Date: FEB 28, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividends of KRW 2400 Per Common Share
2     Amend Articles of Incorporation to Delete For       For        Management
      Items from Business Objectives Clause
3     Elect Directors                           For       For        Management
4     Approve Limit on Remuneration of          For       For        Management
      Directors


- --------------------------------------------------------------------------------

ANGLO IRISH BANK CORPORATION PLC

Ticker:                      Security ID:  G03808105
Meeting Date: JAN 28, 2005   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Split                       For       For        Management
2     Approve Increase in Authorized Capital to For       For        Management
      Faciliate Creation of Non-Cumulative
      Preference Shares
3     Authorize Share Repurchase Program        For       For        Management
4     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights
5     Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
6     Amend Articles Re: Electronic             For       For        Management
      Communications; Director/Officer
      Liability Insurance


- --------------------------------------------------------------------------------

ANGLO IRISH BANK CORPORATION PLC

Ticker:                      Security ID:  G03808105
Meeting Date: JAN 28, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends                         For       For        Management
3a    Reelect Michael Jacob as Director         For       For        Management
3b    Reelect William McAteer as Director       For       For        Management
3c    Reelect Ned Sullivan as Director          For       For        Management
3d    Reelect Lar Bradshaw as Director          For       For        Management
3e    Reelect Thomas Browne as Director         For       For        Management
3f    Reelect David Drumm as Director           For       For        Management
3g    Reelect Gary McGann as Director           For       For        Management
4     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors


- --------------------------------------------------------------------------------

BANCO ITAU HOLDING FINANCEIRA(FRMLY BANCO ITAU S.A.)

Ticker:                      Security ID:  P1391K111
Meeting Date: APR 27, 2005   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Allocation of Income              For       For        Management
3     Elect Members to the Board of Directors   For       For        Management
4     Elect Supervisory Board Members           For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Authorize Increase in Capital to BRL 8.3  For       For        Management
      Billion from BRL 8.1 Billion Through
      Capitalization of Reserves, Without
      Issuance of Shares
7     Cancel 88,803 Common Shares Held in       For       For        Management
      Treasury, Without Reduction in the
      Company's Capital
8     Transform the Current Itau Holdings       For       For        Management
      Options Committee into a Remuneration
      Committee
9     Account for the Disclosure Committee and  For       For        Management
      the  Securities Transaction Commmittee in
      the Bylaws
10    Increase Size of the Executive Officer    For       For        Management
      Board to 12 Members from 10; Create the
      Positions of Managing Director and Deputy
      Managing Director; Modify Directors
      Responsibilities and; Increase the Term
      for the Board to Elect the Executive
      Officer Board
11    Amend Bylaws in Light of the              For       For        Management
      Modifications in the Previous  Items As
      Well As Register the Financial
      Institution Providing Services for
      Registered Shares and Make Available the
      Auditor's Report to the Private Insurance
      Superintendency
12    Amend Stock Option Plan Re:               For       Against    Management
      Transformation of the Itau Holding
      Options Committee into the Remuneration
      Committee


- --------------------------------------------------------------------------------

BANCO POPULAR ESPANOL

Ticker:                      Security ID:  E19550156
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Discharge Directors for
      Fiscal Year 2004
2     Elect Director                            For       For        Management
3     Approve Auditors                          For       For        Management
4     Amend Articles 15 of the Bylaws           For       For        Management
5     Approve Reduction of Par Value from EUR   For       For        Management
      0.50 to EUR 0.10 and Consequent Increase
      in Number of Shares
6     Authorize Share Repurchase Program        For       For        Management
7     Approve Increase in Capital Via Increase  For       For        Management
      of Par Value and/or Issuance of Equity or
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Issuance of Non-convertible     For       For        Management
      Bonds/Debentures
9     Authorize Issuance of Convertible Bonds   For       For        Management
      without Preemptive Rights
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


- --------------------------------------------------------------------------------

BARRATT DEVELOPMENTS PLC

Ticker:                      Security ID:  G08288105
Meeting Date: NOV 11, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 14.68 Pence Per For       For        Management
      Share
3     Re-elect Colin Dearlove as Director       For       For        Management
4     Re-elect Alan Kilburn as Director         For       For        Management
5     Re-elect Michael Pescod as Director       For       For        Management
6     Elect Bob Davies as Director              For       For        Management
7     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
8     Approve Remuneration Report               For       For        Management
9     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 5,996,666
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,200,167
11    Authorise 24,003,334 Shares for Market    For       For        Management
      Purchase


- --------------------------------------------------------------------------------

BRITISH AMERICAN TOBACCO PLC

Ticker:                      Security ID:  G1510J102
Meeting Date: APR 28, 2005   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 29.2 Pence Per  For       For        Management
      Ordinary Share
4     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
5     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
6a    Re-elect Kenneth Clarke as Director       For       For        Management
6b    Re-elect Paul Rayner as Director          For       For        Management
6c    Re-elect Thys Visser as Director          For       For        Management
7a    Re-elect Piet Beyers as Director          For       For        Management
7b    Re-elect Robert Lerwill as Director       For       For        Management
7c    Re-elect Sir Nicholas Scheele as Director For       For        Management
8     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 178,421,446
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 26,763,216
10    Authorise 214.1 Million Ordinary Shares   For       For        Management
      for Market Purchase
11    Approve EU Political Donations up to GBP  For       For        Management
      1,000,000 and Incur EU Political
      Expenditure up to GBP 1,000,000
12    Amend British American Tobacco Long-Term  For       For        Management
      Incentive Plan


- --------------------------------------------------------------------------------

CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  G17444152
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 8.7 Pence Per   For       For        Management
      Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect Wolfgang Berndt as Director      For       For        Management
5     Re-elect Bob Stack as Director            For       For        Management
6     Elect Rosemary Thorne as Director         For       For        Management
7     Re-elect Baroness Wilcox as Director      For       For        Management
8     Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 85,680,000
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 12,980,000
12    Authorise 25,960,000 Ordinary Shares for  For       For        Management
      Market Purchase


- --------------------------------------------------------------------------------

COLRUYT SA

Ticker:                      Security ID:  B26882165
Meeting Date: OCT 15, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Approve Report of Board of Directors on   For       For        Management
      Issuance of Shares Pursuant to Employee
      Stock Purchase Plan
1.2   Approve Report of Auditor on Issuance of  For       For        Management
      Shares Pursuant to Employee Stock
      Purchase Plan in Accordance with Article
      596 of the Companies Act
1.3   Approve Issuance of 200,000 New Shares    For       For        Management
      (See Agenda Item 1.1)
1.4   Approve Issue Price                       For       For        Management
1.5   Approve Proposal to Waive Preemptive      For       For        Management
      Subscription Rights in Accordance with
      Article 595 and Onwards of the Companies
      Code, in Favor of Employees (See Agenda
      Item 1.1)
1.6   Approve Issuance of Shares Pursuant to    For       For        Management
      Employee Stock Purchase Plan (See
      Previous Items)
1.7   Approve Subscription Period               For       For        Management
1.8   Authorize Board of Directors to Ratify    For       For        Management
      and Execute Approved Resolutions
2.1   Approve Report of Board of Directors on   For       For        Management
      Repurchase of Own Shares by the Company
      and Subsidiaries
2.2   Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
3.1   Authorize Board to Issue Shares in the    For       Against    Management
      Event of a Public Tender Offer or Share
      Exchange Offer
3.2   Authorize Board to Repurchase Shares in   For       Against    Management
      the Event of a Public Tender Offer or
      Share Exchange Offer
3.3.1 Authorize Board of Directors to Extend    For       Against    Management
      the Ability to Dispose of Acquired
      Company Shares (See Item 3.2) With Three
      More Years Without Prior Approval of
      General Meeting
3.3.2 Authorize Board of Directors to Extend    For       Against    Management
      the Ability to Dispose of Acquired
      Company Shares (See Item 3.2) With Three
      More Years in Order to Prevent the
      Company from Suffering Imminent and
      Serious Prejudice


- --------------------------------------------------------------------------------

COLRUYT SA

Ticker:                      Security ID:  B26882165
Meeting Date: SEP 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Directors' and Auditors' Reports;  For       For        Management
      Approve Report of Business Council
2.1   Accept Financial Statements and Statutory For       For        Management
      Reports
2.2   Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3.1.A Approve June 28, 2004, Directors' Report  For       For        Management
      on Allocation of Dividends in the Form of
      S.A. Dolmen Computer Applications Stock
3.1.B Approve Allocation of One Share of S.A.   For       For        Management
      Dolmen Computer Applications Against Nine
      Coupons Held
3.2   Approve Dividends in the Amount of EUR 2  For       For        Management
      per Ordinary Share
4     Approve Allocation of Income              For       For        Management
5     Approve Profit Participation of Employees For       Against    Management
      Through Allotment of Repurchased Shares
      of S.A. Ets Fr. Colruyt
6     Approve Discharge of Directors            For       For        Management
7     Approve Discharge of Auditors             For       For        Management
8     Ratify Auditors                           For       For        Management
9     Approve Remuneration of Auditors          For       For        Management
10    Reelect Jef Colruyt as Director           For       For        Management
11    Allow Questions                           None      None       Management


- --------------------------------------------------------------------------------

COMPANHIA SOUZA CRUZ

Ticker:                      Security ID:  P26663107
Meeting Date: MAR 3, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements, Management   For       For        Management
      Report and Independent Auditor's Opinion
      for Fiscal Year Ended Dec. 31, 2004
2     Approve Allocation of Net Income,         For       For        Management
      Including Dividend Distribution for a
      Value of BRL 0.824364 Per Share, to be
      Paid After 03-29-2005
3     Approve Annual Aggregate Remuneration of  For       For        Management
      Directors


- --------------------------------------------------------------------------------

DAITO TRUST CONSTRUCTION CO. LTD.

Ticker:                      Security ID:  J11151107
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 34,
      Final JY 37, Special JY 0
2     Amend Articles to: Expand Business Lines  For       For        Management
      - Decrease Authorized Capital from 335.43
      Million Shares to 332.26 Million Shares
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
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonus for Director     For       For        Management


- --------------------------------------------------------------------------------

DIAGEO PLC (FORMERLY GUINNESS PLC)

Ticker:                      Security ID:  G42089113
Meeting Date: OCT 20, 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 17 Pence Per    For       For        Management
      Ordinary Share
4     Re-elect Lord Hollick of Notting Hill as  For       For        Management
      Director
5     Re-elect Nick Rose as Director            For       For        Management
6     Re-elect Paul Walker as Director          For       For        Management
7     Elect Todd Stitzer as Director            For       For        Management
8     Elect Jon Symonds as Director             For       For        Management
9     Reappoint KPMG Audit Plc as Auditors and  For       For        Management
      Authorise Board to Fix Remuneration of
      Auditors
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 44,234,986
11    Amend Articles of Association Re:         For       For        Management
      Treasury Shares
12    Authorise 305,752,223 Shares for Market   For       For        Management
      Purchase
13    Amend Diageo Long Term Incentive Plan     For       For        Management
14    Amend Diageo Executive Share Option Plan  For       For        Management
15    Amend Discretionary Incentive Plan        For       For        Management
16    Amend Diageo 2001 Share Incentive Plan    For       For        Management
17    Amend Diageo UK Sharesave Scheme 2000     For       For        Management
18    Amend Diageo 1999 Irish Sharesave Scheme  For       For        Management
19    Amend Diageo Long Term Incentive Plan     For       For        Management


- --------------------------------------------------------------------------------

ENAGAS SA

Ticker:                      Security ID:  E41759106
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual and Consolidated        For       For        Management
      Financial Statements and Statutory
      Reports for Fiscal Year 2004
2     Approve Allocation of Income for Fiscal   For       For        Management
      Year 2004
3     Approve Discharge of Management Board     For       For        Management
      Corresponding to Fiscal Year 2004'
4     Elect Directors to the Board              For       For        Management
5     Amend Company's Bylaws                    For       For        Management
6     Approve Remuneration of Directors for     For       For        Management
      Fiscal Year 2005
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


- --------------------------------------------------------------------------------

ESPRIT HOLDINGS

Ticker:                      Security ID:  G3122U129
Meeting Date: DEC 3, 2004    Meeting Type: Annual
Record Date:  NOV 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for the Year Ended June 30, 2004
2     Approve Final Dividend of HK$0.48 Per     For       For        Management
      Share for the Year Ended June 30, 2004
3     Approve Special Dividend of HK$0.50 Per   For       For        Management
      Share for the Year Ended June 30, 2004
4a    Reelect John Poon Cho Ming as Director    For       For        Management
4b    Reelect Alexander Reid Hamilton as        For       For        Management
      Director
4c    Reelect Simon Lai Sau Cheong as Director  For       For        Management
4d    Reelect Jerome Squire Griffith as         For       For        Management
      Director
5     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
6     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
7     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Reissuance of Repurchased       For       For        Management
      Shares
9     Amend Bylaws of the Company               For       For        Management


- --------------------------------------------------------------------------------

IMPERIAL TOBACCO GROUP PLC

Ticker:       ITY            Security ID:  G4721W102
Meeting Date: FEB 1, 2005    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 35 Pence Per    For       For        Management
      Share
4     Re-elect Anthony Alexander as Director    For       For        Management
5     Re-elect Derek Bonham as Director         For       For        Management
6     Re-elect Gareth Davis as Director         For       For        Management
7     Re-elect Robert Dyrbus as Director        For       For        Management
8     Elect Susan 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
11.1  Authorise the Company to Make EU          For       For        Management
      Political Donations up to Aggregate
      Nominal Amount of GBP 25,000 and Incur EU
      Political Expenditure Not Exceeding GBP
      25,000
11.2  Authorise Imperial Tobacco Ltd. to Make   For       For        Management
      EU Political Donations up to Aggregate
      Nominal Amount of GBP 25,000 and Incur EU
      Political Expenditure Not Exceeding GBP
      25,000
11.3  Authorise Imperial Tobacco International  For       For        Management
      Ltd. to Make EU Political Donations up to
      Aggregate Nominal Amount of GBP 25,000
      and Incur EU Political Expenditure Not
      Exceeding GBP 25,000
11.4  Authorise Van Nelle Tabak Nederland B.V.  For       For        Management
      to Make EU Political Donations up to
      Aggregate Nominal Amount of GBP 25,000
      and Incur EU Political Expenditure Not
      Exceeding GBP 25,000
11.5  Authorise John Player & Sons Ltd. to Make For       For        Management
      EU Political Donations up to Aggregate
      Nominal Amount of GBP 25,000 and Incur EU
      Political Expenditure Not Exceeding GBP
      25,000
11.6  Authorise Reemtsma Cigarettenfabriken     For       For        Management
      GmbH to Make EU Political Donations up to
      Aggregate Nominal Amount of GBP 25,000
      and Incur EU Political Expenditure Not
      Exceeding GBP 25,000
11.7  Authorise Ets L. Lacroix Fils NV/SA to    For       For        Management
      Make EU Political Donations up to
      Aggregate Nominal Amount of GBP 25,000
      and Incur EU Political Expenditure Not
      Exceeding GBP 25,000
12    Approve Imperial Tobacco Group            For       For        Management
      International Sharesave Plan
13    Amend Imperial Tobacco Group Share        For       For        Management
      Matching Scheme
14    Amend Imperial Tobacco Group Long Term    For       For        Management
      Incentive Plan
15    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 24,300,000
16    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,645,000
17    Authorise 72,900,000 Shares for Market    For       For        Management
      Purchase


- --------------------------------------------------------------------------------

INFOSYS TECHNOLOGIES LTD

Ticker:                      Security ID:  Y4082C133
Meeting Date: JUN 11, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 6.5 Per Share    For       For        Management
3     Reappoint N.R.N. Murthy as Director       For       For        Management
4     Reappoint N.M. Nilekani as Director       For       For        Management
5     Reappoint K. Dinesh as Director           For       For        Management
6     Reappoint C. Smadja as Director           For       For        Management
7     Approve Vacancy on the Board of Directors For       For        Management
      Resulting from Retirement of P. Yeo
8     Approve BSR & Co. as Auditors and         For       For        Management
      Authorize Board to Fix Their Remuneration
9     Approve Reappointment and Remuneration of For       For        Management
      T.V.M. Pai, Executive Director
10    Approve Reappointment and Remuneration of For       For        Management
      S. Batni, Executive Director
11    Approve Transfer of Register of Members,  For       For        Management
      Documents and Certificates to Share
      Registrars


- --------------------------------------------------------------------------------

INSURANCE AUSTRALIA GROUP LTD(FORMERLY NRMA INSURANCE GROUP

Ticker:                      Security ID:  Q49361100
Meeting Date: NOV 10, 2004   Meeting Type: Annual
Record Date:  NOV 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Yasmin Allen as Director            For       For        Management
2     Elect Brian Schwartz as Director          For       For        Management


- --------------------------------------------------------------------------------

JOHNSTON PRESS PLC

Ticker:                      Security ID:  G51688102
Meeting Date: APR 29, 2005   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 4.8 Pence Per   For       For        Management
      Share
4a    Re-elect Roger Parry as Director          For       For        Management
4b    Re-elect Tim Bowdler as Director          For       For        Management
4c    Re-elect Les Hinton as Director           For       For        Management
4d    Re-elect Danny Cammiade as Director       For       For        Management
5a    Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
5b    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
6     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 9,510,699
7     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,426,604
8     Authorise 28,000,000 Shares for Market    For       For        Management
      Purchase


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KENSINGTON GROUP PLC

Ticker:                      Security ID:  G5235J107
Meeting Date: MAR 22, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Policy               For       For        Management
3     Approve Final Dividend of 11 Pence Per    For       For        Management
      Share
4     Re-elect Peter Birch as Director          For       For        Management
5     Elect Steven Colsell as Director          For       For        Management
6     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors
7     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
8     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 4,910,443.50
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 254,477.80
10    Authorise 5,000,000 Shares for Market     For       For        Management
      Purchase


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KT&G CORP. (FORMERLY KOREA TOBACCO & GINSENG)

Ticker:                      Security ID:  Y49904108
Meeting Date: MAR 18, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividends of KRW 1600 Per Share
2     Amend Articles of Incorporation to Expand For       For        Management
      Permitted Business Objectives
3.1   Elect Two Executive Directors             For       For        Management
3.2   Elect Three Outside Directors             For       For        Management
4     Approve Limit on Remuneration of          For       For        Management
      Directors


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KUEHNE & NAGEL INTERNATIONAL AG

Ticker:                      Security ID:  H4673L137
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 4.50 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4a    Elect Bruno Salzmann as Director          For       For        Management
4b    Elect Bernd Wrede as Director             For       For        Management
4c    Elect Hans Lerch as Director              For       For        Management
5     Approve Creation of CHF 12 Million Pool   For       For        Management
      of Conditional Capital without Preemptive
      Rights
6     Ratify KPMG Fides Peat as Auditors        For       For        Management


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LOTTE CHILSUNG BEVERAGE CO

Ticker:                      Security ID:  Y5345R106
Meeting Date: MAR 18, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       Against    Management
      Dividends of KRW 2000 Per Common Share
2     Elect Director                            For       For        Management
3     Appoint Auditor                           For       Against    Management
4     Approve Limit on Remuneration of          For       For        Management
      Directors
5     Approve Limit on Remuneration of Auditors For       Against    Management


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LOTTE CONFECTIONERY CO

Ticker:                      Security ID:  Y53468107
Meeting Date: MAR 18, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividends of KRW 2000 Per Share
2     Elect Directors                           For       For        Management
3     Approve Limit on Remuneration of          For       Against    Management
      Directors
4     Approve Limit on Remuneration of Auditors For       For        Management


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MACQUARIE AIRPORTS

Ticker:                      Security ID:  Q6077P119
Meeting Date: MAR 30, 2005   Meeting Type: Annual/Special
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reorganisation Re: Temporary      For       For        Management
      Suspension of Stapling Under the Stapling
      Deed for a Period of No Longer Than Two
      Days as Determined by MAML
2     Approve the Refreshment of the Company's  For       For        Management
      Placement Capacity Re: Approve Issues of
      Shares in the Company that Have Occurred
      in the 12 Months Prior to Mar. 30, 2005
3     Approve Issues of Units in MAT1 that      For       For        Management
      Occur During the Three Year Period from
      Mar. 30, 2005 in Satisfaction of
      Performance Fees Payable Under the
      Constitution of MAT1 to Macquarie Airport
      Management Ltd. (MAML) as Responsible
      Entity of MAT1
1     Approve Reorganisation Re: Temporary      For       For        Management
      Suspension of Stapling Under the Stapling
      Deed for a Period of No Longer Than Two
      Days as Determined by MAML
2     Approve the Refreshment of the Company's  For       For        Management
      Placement Capacity Re: Approve Issues of
      Shares in the Company that Have Occurred
      in the 12 Months Prior to Mar. 30, 2005
3     Approve Issues of Units in MAT2 that      For       For        Management
      Occur During the Three Year Period from
      Mar. 30, 2005 in Satisfaction of
      Performance Fees Payable Under the
      Constitution of MAT2 to MAML as
      Responsible Entity of MAT1
1     Approve Reorganisation Re: Division of    For       For        Management
      Existing Redeemable Preference Shares,
      Temporary Suspension of Stapling,
      Division of Ordinary Shares of Par Value
      AUD0.01, Amendments to the Bye-Laws of
      the Co., Consolidation of Divided
      Ordinary Shares
2     Approve the Refreshment of Placement      For       For        Management
      Capacity: Approve Issues of Shares in the
      Company that Have Occurred in the 12
      Months Prior to Mar. 30, 2005
3     Approve Issues of Units in MAHBL that     For       For        Management
      Occur During the Three Year Period from
      Mar. 30, 2005 in Satisfaction of
      Performance Fees Payable Under the
      Advisory Agreement to Macquarie
      Investment Management (UK) Ltd. as
      Advisor to the Company
4     Accept Financial Statements and Statutory For       For        Management
      Reports
5     Approve PricewaterhouseCoopers as         For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
6     Elect Mark Call as Director               For       For        Management
7     Approve Increase in the Remuneration of   For       For        Management
      Non-Executive Directors to USD35,000 Per
      Annum


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MACQUARIE BANK LTD

Ticker:                      Security ID:  Q56993167
Meeting Date: JUL 29, 2004   Meeting Type: Annual
Record Date:  JUL 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory None      None       Management
      Reports
2     Elect David S. Clarke as Director         For       Against    Management
3     Elect Mark R. G. Johnson as Director      For       For        Management
4     Elect John J. Allpass as Director         For       For        Management
5     Elect Catherine B. Livingstone as         For       For        Management
      Director
6     Approve Grant of Up to 165,600 Options to For       Against    Management
      Allan E. Moss, Managing Director,
      Pursuant to the Macquarie Bank Employee
      Share Option Plan
7     Approve Grant of Up to 20,900 Options to  For       Against    Management
      Mark R. G. Johnson, Executive Director,
      Pursuant to the Macquarie Bank Employee
      Share Option Plan
8     Approve Grant of Up to 8,4000 Options to  For       Against    Management
      Laurie G. Cox, Executive Director,
      Pursuant to the Macquarie Bank Employee
      Share Option Plan
9     Approve Grant of Up to 82,800 Options to  For       Against    Management
      David S. Clarke, Executive Chairman,
      Pursuant to the macquarie Bank Employee
      Share Option Plan
10    Amend Articles Re: Corporations Act       For       For        Management
      References, the Cancellation,
      Postponement and Change of Venue of
      General Meetings, Retirement of Voting
      Directors and the Rights and
      Responsibilities of Alternate Voting
      Directors


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METROPOLE TELEVISION SA

Ticker:                      Security ID:  F6160D108
Meeting Date: APR 28, 2005   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Special Auditors' Report          For       Against    Management
      Regarding Related-Party Transactions
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.84 per Share
4     Approve Accounting Transfer from Special  For       For        Management
      Long-Term Capital Gains Account to
      Ordinary Reserve
5     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
6     Approve Discharge of Management and       For       For        Management
      Supervisory Board
7     Ratify KPMG Audit, Represented by         For       For        Management
      Frederic Quelin, as Auditor
8     Ratify Guillaume Livet as Alternate       For       For        Management
      Auditor
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
11    Authorize Up to 0.5 Percent of Issued     For       Against    Management
      Capital for Use in Restricted Stock Plan
12    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 50 Million
13    Authorize Board to Increase Capital in    For       Against    Management
      the Event of Demand Exceeding Amount
      Requested Above
14    Authorize Issuance of Equity or           For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 50 Million
15    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
16    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


- --------------------------------------------------------------------------------

MILLEA HOLDINGS INC.

Ticker:                      Security ID:  J4276P103
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 11000, Special JY 0
2     Amend Articles to: Abolish Retirement     For       For        Management
      Bonus System - Decrease Authorized
      Capital to Reflect Share Repurchase
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
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditors and Special
      Payments to Continuing Directors and
      Statutory Auditors in Connection with
      Abolition of Retirement Bonus System
6     Approve Deep Discount Stock Option Plan   For       For        Management
7     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Directors
8     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Statutory
      Auditors


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NESTLE SA

Ticker:       NESAY          Security ID:  H57312466
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Accept Financial Statements and Statutory For       For        Management
      Reports
1b    Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 8.00 per Share
4a    Amend Articles of Association to Separate Against   For        Shareholder
      Position of CEO and Chairman of the Board
4b    Amend Articles of Association to Reduce   Against   For        Shareholder
      Board Terms from Five Years to Three
      Years; Approve Individual Election of
      Board Members
4c    Amend Articles of Association to Reduce   Against   Against    Shareholder
      Threshold for Submitting Shareholder
      Proposals From CHF 1 Million to CHF
      100,000
5     Elect Guenter Blobel as Director          For       For        Management
6     Ratify KPMG Klynveld Peat Marwick         For       For        Management
      Goerdeler SA as Auditors


- --------------------------------------------------------------------------------

NORTHERN ROCK PLC

Ticker:                      Security ID:  G6640T102
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 18 Pence Per    For       For        Management
      Share
3     Re-elect David Baker as Director          For       For        Management
4     Re-elect Robert Bennett as Director       For       For        Management
5     Re-elect Matthew Ridley as Director       For       For        Management
6     Elect Keith Currie as Director            For       For        Management
7     Elect Andy Kuipers as Director            For       For        Management
8     Elect Michael Queen as Director           For       For        Management
9     Elect Rosemary Radcliffe as Director      For       For        Management
10    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
11    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
12    Amend Bonus Matching Plan and Deferred    For       For        Management
      Bonus Plan
13    Approve Remuneration Report               For       For        Management
14    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 500,000
      to GBP 1,000,000
15    Approve Increase in Authorised Capital    For       For        Management
      from GBP 179,625,000 to GBP 204,625,000
16    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 41,296,625
17    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,265,325
18    Adopt New Articles of Association         For       For        Management
19    Authorise 42,122,600 Ordinary Shares for  For       For        Management
      Market Purchase
20    Approve the Contingent Share Purchase     For       For        Management
      Contract between the Company and the
      Northern Rock Foundation


- --------------------------------------------------------------------------------

PUMA AG RUDOLF DASSLER SPORT

Ticker:       PMMRY          Security ID:  D62318148
Meeting Date: MAR 30, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.00 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal Year 2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal Year 2004
5     Ratify PricewaterhouseCoopers GmbH as     For       For        Management
      Auditors
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
7     Approve Stock Option Plan for Key         For       Against    Management
      Employees; Approve Creation of EUR 2.4
      Million Pool of Conditional Capital to
      Guarantee Conversion Rights
8     Approve Remuneration of Supervisory Board For       For        Management
      Members
9     Amend Articles Re: Designate Electronic   For       For        Management
      Publications for Meeting Announcements
      and Invitation to Shareholder Meetings


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RECKITT BENCKISER PLC (FORMERLY RECKITT & COLMAN PLC )

Ticker:                      Security ID:  G7420A107
Meeting Date: MAY 5, 2005    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       Against    Management
3     Approve Final Dividend of 18 Pence Per    For       For        Management
      Share
4     Re-elect Adrian Bellamy as Director       For       For        Management
5     Re-elect George Greener as Director       For       For        Management
6     Elect Graham Mackay as Director           For       For        Management
7     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors and Authorise the Board to
      Determine Their Remuneration
8     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 25,438,000
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,815,000
10    Authorise 72,500,000 Shares for Market    For       For        Management
      Purchase
11    Approve Reckitt Benckiser 2005            For       For        Management
      Savings-Related Share Option Plan
12    Approve Reckitt Benckiser 2005 Global     For       For        Management
      Stock Profit Plan
13    Approve Reckitt Benckiser 2005 USA        For       For        Management
      Savings-Related Share Option Plan
14    Amend Reckitt Benckiser Senior Executive  For       For        Management
      Share Ownership Policy Plan


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RED ELECTRICA DE ESPANA

Ticker:                      Security ID:  E42807102
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Individual Financial Statements    For       For        Management
      and Statutory Reports for Fiscal Year
      Ended 12-31-04
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports for Fiscal Year
      Ended 12-31-04
3     Approve Allocation of Income and          For       For        Management
      Dividends for Fiscal Year Ended 12-31-04
4     Approve Discharge of Directors            For       For        Management
5     Elect Directors                           For       For        Management
6     Amend Articles 2, 5, and 17 of the Bylaws For       For        Management
7     Approve Auditors                          For       For        Management
8     Present Corporate Governance Report for   For       For        Management
      Fiscal Year 2004
9     Authorize Share Repurchase Program        For       For        Management
10    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


- --------------------------------------------------------------------------------

REMGRO LTD

Ticker:                      Security ID:  S6873K106
Meeting Date: AUG 24, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended Mar. 31, 2004
2     Approve Remuneration of Directors for     For       For        Management
      Past Fiscal Year in the Amount of ZAR
      865,000
3     Reelect P.E. Beyers as Director           For       For        Management
4     Reelect G.D. de Jager as Director         For       For        Management
5     Reelect P.K. Harris as Director           For       For        Management
6     Reelect E. Molobi as Director             For       For        Management
7     Reelect D. Prins as Director              For       For        Management
8     Reelect M.H. Visser as Director           For       For        Management
9     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
10    Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 15
      Percent of Issued Capital
11    Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital


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RHOEN-KLINIKUM AG

Ticker:                      Security ID:  D6530N101
Meeting Date: JUL 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       Against    Management
      Dividends of EUR 0.70 per Preference
      Share and EUR 0.68 per Common Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
6     Adopt New Articles of Association         For       Against    Management
7     Approve Supervisory Board Liability and   For       For        Management
      Indemnification
8     Ratify PwC Deutsche Revision AG as        For       For        Management
      Auditors


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ROYAL BANK OF SCOTLAND GROUP PLC (THE)

Ticker:       RBSPRE         Security ID:  G76891111
Meeting Date: APR 20, 2005   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 41.2 Pence Per  For       For        Management
      Share
4     Re-elect Jim Currie as Director           For       For        Management
5     Re-elect Sir Fred Goodwin as Director     For       For        Management
6     Re-elect Sir Steve Robson as Director     For       For        Management
7     Elect Archie Hunter as Director           For       For        Management
8     Elect Charles Koch as Director            For       For        Management
9     Elect Joe MacHale as Director             For       For        Management
10    Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
11    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
12    Approve Increase in Authorised Share      For       For        Management
      Capital; Authorise Issue of Equity or
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 264,579,936
13    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 39,686,990
14    Authorise 317,495,924 Shares for Market   For       For        Management
      Purchase
15    Approve 71 M Category II Non-Cumulative   For       For        Management
      US$ Pref. Shares; Allot the Newly Created
      and 179.5 M Unissued Category II
      Non-Cumulative US$ Pref. Shares, the
      64.75 M Unissued Non-Cumulative Euro
      Pref. Shares and 300 M Unissued
      Non-Cumulative GBP Pref. Shares
16    Approve Citizens Financial Group, Inc.    For       For        Management
      Long Term Incentive Plan


- --------------------------------------------------------------------------------

SIGNET GROUP PLC (FORMERLY RATNERS)

Ticker:                      Security ID:  G8126R105
Meeting Date: JUN 10, 2005   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 2.625 Pence Per For       For        Management
      Share
4     Re-elect Terry Burman as Director         For       For        Management
5     Re-elect Brook Land as Director           For       For        Management
6     Re-elect James McAdam as Director         For       For        Management
7     Elect Robert Anderson as Director         For       For        Management
8     Elect Robert Walker as Director           For       For        Management
9     Reappoint KPMG Audit Plc as Auditors and  For       For        Management
      Authorise the Board to Determine Their
      Remuneration
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 2,893,636
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 434,045
12    Authorise 173,618,182 Ordinary Shares for For       For        Management
      Market Purchase
13    Amend Articles of Association Re:         For       For        Management
      Indemnification of Directors


- --------------------------------------------------------------------------------

SINGAPORE AIRPORT TERMINAL SERVICES LTD

Ticker:                      Security ID:  Y7992U101
Meeting Date: JUL 20, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declare Special Dividend of SGD 0.37 Per  For       For        Management
      Share
2     Amend Employee Share Option Plan          For       Against    Management
3     Approve Acquisition of 88.2 Million       For       Against    Management
      Shares in Asia Airfreight Terminal Co.
      Ltd. for SGD 76.5 Million in Cash
4     Approve Mandate for Transactions with     For       For        Management
      Related Parties


- --------------------------------------------------------------------------------

SINGAPORE AIRPORT TERMINAL SERVICES LTD

Ticker:                      Security ID:  Y7992U101
Meeting Date: JUL 20, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adopt Financial Statements and Directors' For       For        Management
      and Auditors' Reports
2     Declare Final Dividend of SGD 0.05 Per    For       For        Management
      Share
3     Reelect Richard Charles Helfer as         For       For        Management
      Director
4     Reelect Hong Hai as Director              For       For        Management
5     Reelect Tan Jiak Ngee, Michael as         For       For        Management
      Director
6     Reappoint Ernst & Young as Auditors and   For       For        Management
      Authorize Board to Fix Their Remuneration
7     Approve Directors' Fees of SGD 411,600    For       For        Management
      for the Year Ended Mar. 31, 2004
8a    Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
8b    Approve Issuance of Shares and Grant of   For       Against    Management
      Options Pursuant to the Employee Share
      Option Plan


- --------------------------------------------------------------------------------

TABCORP HOLDINGS LTD

Ticker:                      Security ID:  Q8815D101
Meeting Date: NOV 29, 2004   Meeting Type: Annual
Record Date:  NOV 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory None      None       Management
      Reports
2a    Reelect M.B. Robinson as Director         For       For        Management
2b    Reelect P.G. Satre as Director            For       For        Management
3a    Elect J.D. Story as Director              For       For        Management
3b    Elect L.J. Willett as Director            For       For        Management
4     Adopt New Constitution                    For       For        Management
5     Approve Financial Assistance from TAB Ltd For       For        Management
      to Tabcorp Investments to Acquire Shares
      in TAB Ltd
6     Approve Financial Assistance from         For       For        Management
      Jupiters Ltd to Tabcorp Investments to
      Acquire Shares in Jupiters Ltd


- --------------------------------------------------------------------------------

TESCO PLC

Ticker:                      Security ID:  G87621101
Meeting Date: JUN 24, 2005   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 5.27 Pence Per  For       For        Management
      Ordinary Share
4     Re-elect Rodney Chase as Director         For       For        Management
5     Re-elect Sir Terry Leahy as Director      For       For        Management
6     Re-elect Tim Mason as Director            For       For        Management
7     Re-elect David Potts as Director          For       For        Management
8     Elect Karen Cook as Director              For       For        Management
9     Elect Carolyn McCall as Director          For       For        Management
10    Reappoint PricewaterhouseCooopers LLP as  For       For        Management
      Auditors of the Company
11    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
12    Approve Increase in Authorised Capital    For       For        Management
      from GBP 530,000,000 to GBP 535,000,000
13    Approve Scrip Dividend Program            For       For        Management
14    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 129,200,000
15    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 19,470,000
16    Authorise 778,700,000 Ordinary Shares for For       For        Management
      Market Purchase
17    Authorise the Company to Make EU          For       For        Management
      Political Organisation Donations up to
      GBP 100,000 and to Incur EU Political
      Expenditure up to GBP 100,000
18    Authorise Tesco Stores Ltd. to Make EU    For       For        Management
      Political Organisation Donations up to
      GBP 100,000 and Incur EU Political
      Expenditure up to GBP 100,000
19    Authorise Tesco Ireland Ltd. to Make EU   For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
20    Authorise Tesco Vin Plus S.A. to Make EU  For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
21    Authorise Tesco Stores CR a.s. to Make EU For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
22    Authorise Tesco Stores SR a.s. to Make EU For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
23    Authorise Tesco Global Rt to Make EU      For       For        Management
      Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000
24    Authorise Tesco Polska Sp z.o.o. to Make  For       For        Management
      EU Political Organisation Donations up to
      GBP 25,000 and Incur EU Political
      Expenditure up to GBP 25,000


- --------------------------------------------------------------------------------

TOYOTA MOTOR CORP.

Ticker:       TM             Security ID:  J92676113
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     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
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
2.13  Elect Director                            For       For        Management
2.14  Elect Director                            For       For        Management
2.15  Elect Director                            For       For        Management
2.16  Elect Director                            For       For        Management
2.17  Elect Director                            For       For        Management
2.18  Elect Director                            For       For        Management
2.19  Elect Director                            For       For        Management
2.20  Elect Director                            For       For        Management
2.21  Elect Director                            For       For        Management
2.22  Elect Director                            For       For        Management
2.23  Elect Director                            For       For        Management
2.24  Elect Director                            For       For        Management
2.25  Elect Director                            For       For        Management
2.26  Elect Director                            For       For        Management
3     Appoint Internal Statutory Auditor        For       Against    Management
4     Approve Executive Stock Option Plan       For       For        Management
5     Authorize Share Repurchase Program        For       For        Management
6     Approve Retirement Bonuses for Directors  For       For        Management
7     Amend Articles of Incorporation to        Against   For        Shareholder
      Require Disclosure of Individual
      Compensation Levels of Directors and
      Statutory Auditors
8     Amend Articles of Incorporation to        Against   Against    Shareholder
      Require Reporting of Contributions to
      Political Parties and Political
      Fundraising Organizations


- --------------------------------------------------------------------------------

UBS AG

Ticker:                      Security ID:  H8920M855
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 3.00 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4.1.1 Reelect Marcel Ospel as Director          For       For        Management
4.1.2 Reelect Lawrence Weinbach as Director     For       For        Management
4.2.1 Elect Marco Suter as Director             For       For        Management
4.2.2 Elect Peter Voser as Director             For       For        Management
4.3   Ratify Ernst & Young Ltd. as Auditors     For       For        Management
5.1   Approve CHF 31.9 Million Reduction in     For       For        Management
      Share Capital via Cancellation of
      Repurchased Shares
5.2   Authorize Repurchase of Issued Share      For       For        Management
      Capital


- --------------------------------------------------------------------------------

WESFARMERS LTD.

Ticker:                      Security ID:  Q95870103
Meeting Date: FEB 18, 2005   Meeting Type: Special
Record Date:  FEB 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reduction in Stated Capital       For       For        Management
2     Amend Constitution Re: Specified Relevant For       For        Management
      Period of Accepting Director Nominations


- --------------------------------------------------------------------------------

WESFARMERS LTD.

Ticker:                      Security ID:  Q95870103
Meeting Date: NOV 8, 2004    Meeting Type: Annual
Record Date:  NOV 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Elect C.B. Carter as Director             For       For        Management
1b    Elect J.P. Graham as Director             For       For        Management
1c    Elect D.C. White as Director              For       For        Management
1d    Elect D.A. Robb as Director               For       For        Management
2     Approve Remuneration of Directors in the  For       For        Management
      Amount of AUD 2,250,000


- --------------------------------------------------------------------------------

WESTFIELD GROUP

Ticker:                      Security ID:  Q97062105
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAY 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Remuneration Report for the Year  For       For        Management
      Ended DEc. 31, 2004
3     Elect Frederick G. Hilmer as Director     For       Against    Management
4     Elect Dean R. Wills as Director           For       For        Management
5     Elect David H. Lowy as Director           For       For        Management
6     Elect Frank P. Lowy as Director           For       For        Management
7     Amend Constitution of Westfield America   For       For        Management
      Trust
8     Amend Constitution of Westfield Trust     For       For        Management


- --------------------------------------------------------------------------------

WESTFIELD GROUP

Ticker:                      Security ID:  Q97062105
Meeting Date: NOV 12, 2004   Meeting Type: Annual
Record Date:  NOV 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Elect David Gonski as Director            For       For        Management
3     Elect Stephen Johns as Director           For       For        Management
4     Elect Steven Lowy as Director             For       For        Management
5     Elect Roy Furman as Director              For       For        Management
6     Elect John Studdy as Director             For       For        Management
7     Elect Gary Weiss as Director              For       For        Management
8     Elect Francis Vincent as Director         For       For        Management
9     Amend Articles RE: Increase Maximum Board For       For        Management
      Size from Twelve to Sixteen Directors
10    Approve Remuneration of Directors in the  For       For        Management
      Amount of AUD 1.8 Million


- --------------------------------------------------------------------------------

WOOLWORTHS LTD.

Ticker:                      Security ID:  Q98418108
Meeting Date: NOV 26, 2004   Meeting Type: Annual
Record Date:  NOV 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect Adrienne Elizabeth Clarke as        For       For        Management
      Director
2b    Elect Diane Jennifer Grady as Director    For       For        Management
2c    Elect John Frederick Astbury as Director  For       For        Management
3     Approve Long Term Incentive Plan          For       For        Management
4     Approve Grant of up to Two Million        For       For        Management
      Options to Roger Campbell Corbett,
      Managing Director and CEO, Pursuant to
      Woolworths Executive Option Plan

========== END NPX REPORT=




                                 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) Phoenix Adviser Trust
             ------------------------------------------------------------------
By (Signature and Title)* /s/ Daniel Garaci, President
                         ------------------------------------------------------
Date 8/22/05
    ---------------------------------------------------------------------------

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