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

                             Phoenix Equity Series
- -------------------------------------------------------------------------------
               (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: 8/31
                        -------------------

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: 811-08245
Reporting Period: 07/01/2004 - 06/30/2005
Phoenix Equity Series Fund









==================== PHOENIX-OAKHURST GROWTH & INCOME FUND =====================


3M COMPANY

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 10, 2005   Meeting Type: ANNUAL
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      PRICEWATERHOUSECOOPERS AS 3M'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM
3     APPROVAL OF THE 2005 MANAGEMENT STOCK     FOR       FOR        Management
      OWNERSHIP PROGRAM
4     STOCKHOLDER PROPOSAL RELATING TO ANIMAL   FOR       AGAINST    Shareholder
      TESTING
5     STOCKHOLDER PROPOSAL RELATING TO          FOR       AGAINST    Shareholder
      OPERATIONS IN CHINA


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

ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 2, 2005    Meeting Type: Annual
Record Date:  DEC 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joe W. Forehand           For       For        Management
1.2   Elect  Director Blythe J. Mcgarvie        For       For        Management
1.3   Elect  Director Sir Mark Moody-Stuart     For       For        Management
2     APPROVAL OF BYE-LAW AMENDMENTS TO         For       For        Management
      RELOCATE INTO THE BYE-LAWS EXISTING
      CONTRACTUAL RESTRICTIONS APPLICABLE TO
      CLASS A COMMON SHARES OF PARTNERS AND
      FORMER PARTNERS BENEFICIALLY OWNED BY
      THEM PRIOR TO ACCENTURE S INITIAL PUBLIC
      OFFERING.
3     Ratify Auditors                           For       For        Management


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

ADTRAN, INC.

Ticker:       ADTN           Security ID:  00738A106
Meeting Date: MAY 18, 2005   Meeting Type: ANNUAL
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY THE APPOINTMENT OF                 FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF THE COMPANY FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2005.
3     APPROVE THE ADTRAN, INC. 2005 DIRECTORS   FOR       FOR        Management
      STOCK OPTION PLAN.


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

AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF INDEPENDENT REGISTERED PUBLIC FOR       FOR        Management
      ACCOUNTING FIRM
3     APPROVAL OF 2000 STOCK INCENTIVE PLAN     FOR       FOR        Management
      PERFORMANCE CRITERIA
4     APPROVAL OF 2001 ANNUAL INCENTIVE PLAN    FOR       FOR        Management
      PERFORMANCE CRITERIA
5     SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING AGAINST   FOR        Shareholder
6     SHAREHOLDER PROPOSAL ON STOCK OPTION      AGAINST   FOR        Shareholder
      EXPENSING


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

AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 2, 2005    Meeting Type: CONTESTED ANNUAL
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF KPMG LLP   FOR       FOR        Management
      AS INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM.


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

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 1, 2005    Meeting Type: Annual
Record Date:  JAN 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Heidi Kunz                For       For        Management
1.2   Elect  Director David M. Lawrence, M.D.   For       For        Management
1.3   Elect  Director A. Barry Rand             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

ALCON, INC.

Ticker:       ACL            Security ID:  H01301102
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2004 ANNUAL REPORT AND    null      null       Management
      ACCOUNTS OF ALCON, INC. AND THE 2004
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC. AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND   null      null       Management
      PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE
      FINANCIAL AR 2004
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  null      null       Management
      DIRECTORS
4A    ELECTION TO THE BOARD OF DIRECTORS OF :   null      null       Management
      THOMAS G. PLASKETT
4B    ELECTION TO THE BOARD OF DIRECTORS OF:    null      null       Management
      WOLFGANG H. REICHENBERGER
4C    ELECTION TO THE BOARD OF DIRECTORS OF :   null      null       Management
      CARY RAYMENT
5     ELECTION OF KPMG KLYNVELD PEAT MARWICK    null      null       Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
6     ELECTION OF ZENSOR REVISIONS AG, ZUG, AS  null      null       Management
      SPECIAL AUDITORS


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

ALLTEL CORPORATION

Ticker:       AT             Security ID:  20039103
Meeting Date: APR 21, 2005   Meeting Type: ANNUAL
Record Date:  FEB 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT AUDITORS


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

AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 4, 2005    Meeting Type: Annual
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rodney H. Brady           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Charles H. Cotros         For       Did Not    Management
                                                          Vote
1.3   Elect  Director Jane E. Henney, M.D.      For       Did Not    Management
                                                          Vote
1.4   Elect  Director R. David Yost             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

AON CORPORATION

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 20, 2005   Meeting Type: ANNUAL
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF ERNST &    FOR       FOR        Management
      YOUNG LLP AS AON'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM.


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

APPLE COMPUTER, INC.

Ticker:       AAPL           Security ID:  37833100
Meeting Date: APR 21, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE THE APPLE COMPUTER, INC.       FOR       FOR        Management
      PERFORMANCE BONUS PLAN.
3     TO APPROVE AMENDMENTS TO THE 2003         FOR       FOR        Management
      EMPLOYEE STOCK OPTION PLAN, INCLUDING AN
      INCREASE IN THE NUMBER OF SHARES OF
      COMMON STOCK RESERVED FOR ISSUANCE
      THEREUNDER BY 49 MILLION SHARES.
4     TO APPROVE AN AMENDMENT TO THE EMPLOYEE   FOR       FOR        Management
      STOCK PURCHASE PLAN TO INCREASE THE
      NUMBER OF SHARES OF COMMON STOCK RESERVED
      FOR ISSUANCE THEREUNDER BY 2 MILLION
      SHARES.
5     TO RATIFY THE APPOINTMENT OF KPMG LLP AS  FOR       FOR        Management
      INDEPENDENT AUDITORS OF THE COMPANY FOR
      FISCAL YEAR 2005.


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

APPLERA CORP

Ticker:       CRA            Security ID:  038020103
Meeting Date: OCT 21, 2004   Meeting Type: Annual
Record Date:  AUG 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard H. Ayers          For       For        Management
1.2   Elect  Director Jean-Luc Belingard        For       For        Management
1.3   Elect  Director Robert H. Hayes           For       For        Management
1.4   Elect  Director Arnold J. Levine          For       For        Management
1.5   Elect  Director William H. Longfield      For       For        Management
1.6   Elect  Director Theodore E. Martin        For       For        Management
1.7   Elect  Director Carolyn W. Slayman        For       For        Management
1.8   Elect  Director Orin R. Smith             For       For        Management
1.9   Elect  Director James R. Tobin            For       For        Management
1.10  Elect  Director Tony L. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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

ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 4, 2004    Meeting Type: Annual
Record Date:  SEP 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Allen Andreas          For       For        Management
1.2   Elect  Director Alan L. Boeckmann         For       For        Management
1.3   Elect  Director Mollie Hale Carter        For       For        Management
1.4   Elect  Director Roger S. Joslin           For       For        Management
1.5   Elect  Director Patrick J. Moore          For       For        Management
1.6   Elect  Director M. Brian Mulroney         For       For        Management
1.7   Elect  Director Thomas F. O'Neill         For       For        Management
1.8   Elect  Director O.G. Webb                 For       For        Management
1.9   Elect  Director Kelvin R. Westbrook       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Report on Genetically Engineered Products Against   Against    Shareholder


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

AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: JUN 30, 2005   Meeting Type: ANNUAL
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPT THE MERGER AGREEMENT AMONG SBC,     FOR       FOR        Management
      AT&T AND MERGER SUB
1A    ADJOURNMENT TO PERMIT FURTHER             FOR       FOR        Management
      SOLICITATION OF PROXIES IN FAVOR OF ITEM
      1
2     DIRECTOR                                  FOR       FOR        Management
3     RATIFICATION OF AUDITORS                  FOR       FOR        Management
4     NO FUTURE STOCK OPTIONS                   FOR       AGAINST    Shareholder
5     LINK RESTRICTED STOCK UNIT VESTING TO     FOR       AGAINST    Shareholder
      PERFORMANCE
6     EXECUTIVE COMPENSATION                    FOR       AGAINST    Shareholder
7     POISON PILL                               AGAINST   FOR        Shareholder
8     SHAREHOLDER APPROVAL OF FUTURE SERPS      FOR       AGAINST    Shareholder
9     SHAREHOLDER RATIFICATION OF SERVERANCE    FOR       AGAINST    Shareholder
      AGREEMENTS


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

AUTODESK, INC

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 23, 2005   Meeting Type: ANNUAL
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO APPROVE AUTODESK'S 2006 STOCK FOR       FOR        Management
      PLAN AND THE RESERVATION OF 25,000,000
      SHARES OF AUTODESK'S COMMON STOCK FOR
      ISSUANCE THEREUNDER.
3     PROPOSAL TO APPROVE AUTODESK'S AMENDED    FOR       FOR        Management
      AND RESTATED CERTIFICATE OF
      INCORPORATION, INCREASING THE NUMBER OF
      AUTHORIZED SHARES OF COMMON STOCK FROM
      400 MILLION SHARES TO 750 MILLION SHARES.
4     PROPOSAL TO APPROVE AUTODESK'S EXECUTIVE  FOR       FOR        Management
      INCENTIVE PLAN.
5     PROPOSAL TO RATIFY THE APPOINTMENT OF     FOR       FOR        Management
      ERNST & YOUNG LLP AS AUTODESK'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE FISCAL YEAR ENDING JANUARY
      31, 2006.


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

AUTOLIV, INC.

Ticker:       ALV            Security ID:  52800109
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF ERNST & YOUNG AB AS           FOR       FOR        Management
      INDEPENDENT AUDITORS OF THE COMPANY.


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

AVAYA INC

Ticker:       AV             Security ID:  053499109
Meeting Date: FEB 15, 2005   Meeting Type: Annual
Record Date:  DEC 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philip A. Odeen           For       For        Management
1.2   Elect  Director Hellene S. Runtagh        For       For        Management
1.3   Elect  Director Paula Stern               For       For        Management
1.4   Elect  Director Richard F. Wallman        For       For        Management


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

AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 11, 2004   Meeting Type: Annual
Record Date:  SEP 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eleanor Baum              For       For        Management
1.2   Elect  Director J. Veronica Biggins       For       For        Management
1.3   Elect  Director Lawrence W. Clarkson      For       For        Management
1.4   Elect  Director Ehud Houminer             For       For        Management
1.5   Elect  Director James A. Lawrence         For       For        Management
1.6   Elect  Director Frank R. Noonan           For       For        Management
1.7   Elect  Director Ray M. Robinson           For       For        Management
1.8   Elect  Director Gary L. Tooker            For       For        Management
1.9   Elect  Director Roy Vallee                For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  60505104
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT PUBLIC        FOR       FOR        Management
      ACCOUNTANTS
3     STOCKHOLDER PROPOSAL - POLITICAL          AGAINST   FOR        Shareholder
      CONTRIBUTIONS
4     STOCKHOLDER PROPOSAL - NOMINATION OF      FOR       AGAINST    Shareholder
      DIRECTORS


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

BANK OF HAWAII CORPORATION

Ticker:       BOH            Security ID:  62540109
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF BANK OF HAWAII CORPORATION    FOR       FOR        Management
      AMENDED AND RESTATED DIRECTOR STOCK
      COMPENSATION PLAN.
3     RATIFICATION OF SELECTION OF INDEPENDENT  FOR       FOR        Management
      REGISTERED PUBLIC ACCOUNTING FIRM.


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

BAUSCH & LOMB INCORPORATED

Ticker:       BOL            Security ID:  71707103
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF PRICEWATERHOUSECOOPERS    FOR       FOR        Management
      LLP AS INDEPENDENT ACCOUNTANTS FOR 2005
3A    PROPOSAL TO AMEND THE COMPANY'S           FOR       FOR        Management
      CERTIFICATE OF INCORPORATION AND BY-LAWS
      TO AUTHORIZE ANNUAL ELECTION OF ALL
      MEMBERS OF THE BOARD OF DIRECTORS (PROXY
      STATEMENT P. 23)
3B    PROPOSAL TO AMEND THE COMPANY'S           FOR       FOR        Management
      CERTIFICATE OF INCORPORATION AND BY-LAWS
      TO PERMIT SETTING THE NUMBER OF DIRECTORS
      BY A MAJORITY VOTE OF THE SHAREHOLDERS
3C    PROPOSAL TO REMOVE PROVISIONS REGARDING   AGAINST   AGAINST    Management
      FILLING OF NEWLY CREATED DIRECTORSHIPS
      AND VACANCIES ON THE BOARD OF DIRECTORS.
3D    PROPOSAL TO AMEND THE COMPANY'S           FOR       FOR        Management
      CERTIFICATE OF INCORPORATION AND BY-LAWS
      TO PERMIT REMOVAL OF DIRECTORS FOR CAUSE
      BY A MAJORITY VOTE OF THE SHAREHOLDERS.
3E    PROPOSAL TO AMEND THE COMPANY'S           FOR       FOR        Management
      CERTIFICATE OF INCORPORATION TO REMOVE
      SUPERMAJORITY VOTING PROVISIONS WITH
      RESPECT TO CERTAIN AMENDMENTS TO THE
      CERTIFICATE OF INCORPORATION


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

BB&T CORPORATION

Ticker:       BBT            Security ID:  54937107
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE APPOINTMENT OF              FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS BB&T'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR 2005.


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 1, 2005    Meeting Type: Annual
Record Date:  DEC 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Basil L. Anderson         For       For        Management
1.2   Elect  Director Gary A. Mecklenburg       For       For        Management
1.3   Elect  Director James E. Perrella         For       For        Management
1.4   Elect  Director Alfred Sommer             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Restore or Provide for Cumulative Voting  Against   For        Shareholder


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

BELLSOUTH CORPORATION

Ticker:       BLS            Security ID:  79860102
Meeting Date: APR 25, 2005   Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY THE APPOINTMENT OF THE INDEPENDENT FOR       FOR        Management
      REGISTERED PUBLIC ACCOUNTING FIRM
3     SHAREHOLDER PROPOSAL RE: DISCLOSURE OF    AGAINST   FOR        Shareholder
      POLITICAL CONTRIBUTIONS


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

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 23, 2005   Meeting Type: ANNUAL
Record Date:  JUN 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO RATIFY THE APPOINTMENT OF     FOR       FOR        Management
      DELOITTE & TOUCHE LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE CURRENT FISCAL YEAR.


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

BLOCKBUSTER, INC.

Ticker:       BBI            Security ID:  093679108
Meeting Date: JUL 20, 2004   Meeting Type: Annual
Record Date:  JUN 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael D. Fricklas        For       Withhold   Management
1.2   Elect Director John L. Meufling           For       For        Management
1.3   Elect Director Sumner M. Redstone         For       Withhold   Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       Against    Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Omnibus Stock Plan                For       Against    Management
5     Amend Executive Incentive Bonus Plan      For       For        Management
6     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
7     Amend Chairman's Award Plan               For       For        Management
8     Ratify Auditors                           For       For        Management


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

BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT REGISTERED    FOR       FOR        Management
      PUBLIC ACCOUNTING FIRM
3     APPROVAL OF RESTATED CERTIFICATE OF       FOR       FOR        Management
      INCORPORATION
4     POLITICAL CONTRIBUTIONS                   AGAINST   FOR        Shareholder
5     HIV/AIDS-TB-MALARIA                       AGAINST   ABSTAIN    Shareholder
6     ANIMAL TESTING                            AGAINST   ABSTAIN    Shareholder
7     SEPARATION OF CHAIRMAN AND CEO POSITIONS  AGAINST   ABSTAIN    Shareholder
8     RESTATEMENT SITUATIONS                    AGAINST   ABSTAIN    Shareholder
9     RESTRICTED STOCK                          AGAINST   ABSTAIN    Shareholder
10    DIRECTOR VOTE THRESHOLD                   FOR       AGAINST    Shareholder


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

CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF ERNST & YOUNG LLP AS      FOR       FOR        Management
      INDEPENDENT AUDITORS OF THE CORPORATION
      FOR 2005.
3     STOCKHOLDER PROPOSAL: DIRECTOR ELECTION   FOR       AGAINST    Shareholder
      MAJORITY VOTE STANDARD.
4     STOCKHOLDER PROPOSAL: REPORT ON LONG-TERM FOR       AGAINST    Shareholder
      TARGETS FOR STOCK OPTIONS TO BE HELD BY
      EXECUTIVES.


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

CEPHALON, INC.

Ticker:       CEPH           Security ID:  156708109
Meeting Date: MAY 18, 2005   Meeting Type: ANNUAL
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
      FOR THE FISCAL YEAR ENDED DECEMBER 31,
      2005.


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

CHEVRONTEXACO CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT REGISTERED    FOR       FOR        Management
      PUBLIC ACCOUNTING FIRM
3     DIRECTORS' COMPENSATION                   FOR       AGAINST    Shareholder
4     EXECUTIVE SEVERANCE AGREEMENTS            FOR       AGAINST    Shareholder
5     STOCK OPTION EXPENSING                    AGAINST   FOR        Shareholder
6     ANIMAL TESTING                            FOR       AGAINST    Shareholder
7     OIL & GAS DRILLING IN PROTECTED/SENSITIVE FOR       AGAINST    Shareholder
      AREAS
8     REPORT ON ECUADOR                         FOR       AGAINST    Shareholder


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

CIGNA CORPORATION

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      AUDITORS.
3     APPROVAL OF CIGNA LONG-TERM INCENTIVE     FOR       FOR        Management
      PLAN.


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

CINCINNATI FINANCIAL CORPORATION

Ticker:       CINF           Security ID:  172062101
Meeting Date: APR 23, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFYING THE SELECTION OF DELOITTE &     FOR       FOR        Management
      TOUCHE LLP AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2005.
3     APPROVING AN INCREASE IN THE AUTHORIZED   FOR       FOR        Management
      SHARES OF COMMON STOCK.
4     ADOPTING CINCINNATI FINANCIAL CORPORATION FOR       FOR        Management
      STOCK OPTION PLAN NO. VIII.
5     APPROVING CINCINNATI FINANCIAL            FOR       FOR        Management
      CORPORATION 2003 NON-EMPLOYEE DIRECTORS'
      STOCK PLAN.


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  SEP 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Larry R. Carter           For       For        Management
1.4   Elect  Director John T. Chambers          For       For        Management
1.5   Elect  Director Dr. James F. Gibbons      For       For        Management
1.6   Elect  Director Dr. John L. Hennessy      For       For        Management
1.7   Elect  Director Roderick C. McGeary       For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director John P. Morgridge         For       For        Management
1.10  Elect  Director Donald T. Valentine       For       For        Management
1.11  Elect  Director Steven M. West            For       For        Management
1.12  Elect  Director Jerry Yang                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Pay Disparity                   Against   Against    Shareholder


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

CITIGROUP

Ticker:       C              Security ID:  172967101
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO RATIFY THE SELECTION OF KPMG  FOR       FOR        Management
      LLP AS CITIGROUP'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR 2005.
3     PROPOSAL TO APPROVE THE AMENDED AND       FOR       FOR        Management
      RESTATED CITIGROUP 1999 STOCK INCENTIVE
      PLAN.  THE BOARD OF DIRECTORS RECOMMENDS
      A VOTE AGAINST PROPOSALS 4-10.
4     STOCKHOLDER PROPOSAL REQUESTING A CURB ON FOR       AGAINST    Shareholder
      EXECUTIVE COMPENSATION, NO FUTURE STOCK
      OPTION GRANTS AND NO RENEWALS OR
      EXTENSIONS OF OPTION PLANS
5     STOCKHOLDER PROPOSAL REQUESTING A REPORT  AGAINST   FOR        Shareholder
      ON POLITICAL CONTRIBUTIONS.
6     STOCKHOLDER PROPOSAL REQUESTING THAT THE  FOR       AGAINST    Shareholder
      CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT
      DUTIES, TITLES OR RESPONSIBILITIES.
7     STOCKHOLDER PROPOSAL REQUESTING THAT CEO  FOR       AGAINST    Shareholder
      COMPENSATION BE LIMITED TO NO MORE THAN
      100 TIMES THE AVERAGE COMPENSATION PAID
      TO THE COMPANY'S NON-MANAGERIAL WORKERS
      UNLESS PRIOR STOCKHOLDER APPROVAL IS
      GRANTED.
8     STOCKHOLDER PROPOSAL REQUESTING ELECTION  FOR       AGAINST    Shareholder
      OF DIRECTOR NOMINEES BY A MAJORITY OF
      VOTES CAST.
9     STOCKHOLDER PROPOSAL REQUESTING A BY-LAW  FOR       AGAINST    Shareholder
      AMENDMENT PROHIBITING THE PAYMENT OF
      NON-DEDUCTIBLE COMPENSATION TO ANY
      OFFICER UNLESS PRIOR STOCKHOLDER APPROVAL
      IS GRANTED.
10    STOCKHOLDER PROPOSAL REQUESTING THAT A    FOR       AGAINST    Shareholder
      SIMPLE MAJORITY VOTE APPLY ON EACH ISSUE
      THAT CAN BE SUBJECT TO A SHAREHOLDER
      VOTE.


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

CITIZENS COMMUNICATIONS COMPANY

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO CONSIDER AND VOTE UPON AN AMENDMENT TO FOR       FOR        Management
      THE CITIZENS COMMUNICATIONS COMPANY
      AMENDED AND RESTATED 2000 EQUITY
      INCENTIVE PLAN TO REMOVE THE 2,500,000
      SHARE SUB-LIMIT FOR STOCK-BASED AWARDS
      OTHER THAN STOCK OPTIONS, WITHOUT
      INCREASING THE TOTAL NUMBER OF S
3     TO RATIFY THE APPOINTMENT OF KPMG LLP AS  FOR       FOR        Management
      OUR INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2005.
4     TO TRANSACT ANY OTHER BUSINESS THAT MAY   FOR       FOR        Management
      PROPERLY BE BROUGHT BEFORE THE MEETING OR
      ANY ADJOURNMENT OR POSTPONEMENT OF THE
      MEETING.


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

CNF INC.

Ticker:       CNF            Security ID:  12612W104
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY APPOINTMENT OF INDEPENDENT         FOR       FOR        Management
      AUDITORS


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

COMERICA INCORPORATED

Ticker:       CMA            Security ID:  200340107
Meeting Date: MAY 17, 2005   Meeting Type: ANNUAL
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF ERNST  FOR       FOR        Management
      & YOUNG LLP AS INDEPENDENT AUDITORS.


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

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: AUG 9, 2004    Meeting Type: Annual
Record Date:  JUN 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Irving W. Bailey, II      For       For        Management
1.2   Elect  Director Stephen L. Baum           For       For        Management
1.3   Elect  Director Rodney F. Chase           For       For        Management
1.4   Elect  Director Van B. Honeycutt          For       For        Management
1.5   Elect  Director William R. Hoover         For       For        Management
1.6   Elect  Director Leon J. Level             For       For        Management
1.7   Elect  Director F. Warren Mcfarlan        For       For        Management
1.8   Elect  Director James R. Mellor           For       For        Management
1.9   Elect  Director Thomas H. Patrick         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2005    Meeting Type: ANNUAL
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF ERNST &    FOR       FOR        Management
      YOUNG LLP AS INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR 2005
3     COMPENSATION LIMITATIONS                  FOR       AGAINST    Shareholder
4     DIRECTOR ELECTION VOTE STANDARD           FOR       AGAINST    Shareholder


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

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 20, 2005   Meeting Type: ANNUAL
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF PRICEWATERHOUSECOOPERS    FOR       FOR        Management
      LLP AS INDEPENDENT REGISTERED PUBLIC
      ACCOUNTANTS FOR 2005.


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

CORN PRODUCTS INTERNATIONAL, INC.

Ticker:       CPO            Security ID:  219023108
Meeting Date: MAY 18, 2005   Meeting Type: ANNUAL
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE AMENDMENTS TO THE CORN         FOR       FOR        Management
      PRODUCTS INTERNATIONAL, INC., 1998 STOCK
      INCENTIVE PLAN WHICH WILL BE REDESIGNATED
      AS THE CORN PRODUCTS INTERNATIONAL, INC.
      STOCK INCENTIVE PLAN.
3     TO REAPPROVE THE CORN PRODUCTS            FOR       FOR        Management
      INTERNATIONAL, INC. ANNUAL INCENTIVE
      PLAN.
4     TO RATIFY THE APPOINTMENT OF KPMG LLP AS  FOR       FOR        Management
      INDEPENDENT AUDITORS FOR THE COMPANY FOR
      2005.


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF THE ADOPTION OF THE 2005      FOR       FOR        Management
      EMPLOYEE EQUITY PARTICIPATION PROGRAM.
3     PROPOSAL TO RATIFY THE APPOINTMENT OF     FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS CORNING'S
      INDEPENDENT AUDITORS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2005


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

COUNTRYWIDE FINANCIAL CORPORATION

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 15, 2005   Meeting Type: ANNUAL
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE THE COMPANY'S ANNUAL INCENTIVE FOR       FOR        Management
      PLAN, AS AMENDED AND RESTATED.
3     TO RATIFY THE APPOINTMENT OF KPMG LLP AS  FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE FISCAL YAR ENDING DECEMBER
      31, 2005.


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

CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 4, 2005    Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPOINTMENT OF ERNST & YOUNG LLP AS       FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM.
3     SHAREHOLDER PROPOSAL REGARDING            FOR       AGAINST    Shareholder
      NON-DEDUCTIBLE EXECUTIVE COMPENSATION.
4     SHAREHOLDER PROPOSAL REGARDING MAJORITY   FOR       AGAINST    Shareholder
      VOTE.


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

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 23, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Block             For       For        Management
1.2   Elect  Director T. Kevin Dunnigan         For       For        Management
1.3   Elect  Director Dipak C. Jain             For       For        Management
1.4   Elect  Director Joachim Milberg           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

E*TRADE FINANCIAL CORP

Ticker:       ET             Security ID:  269246104
Meeting Date: MAY 26, 2005   Meeting Type: ANNUAL
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE THE 2005 EQUITY INCENTIVE      FOR       FOR        Management
      PLAN.
3     TO APPROVE THE 2005 EXECUTIVE BONUS PLAN. FOR       FOR        Management
4     TO RATIFY THE SELECTION OF DELOITTE &     FOR       FOR        Management
      TOUCHE LLP AS INDEPENDENT PUBLIC
      ACCOUNTANTS FOR THE COMPANY FOR FISCAL
      YEAR 2005.


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

EARTHLINK, INC.

Ticker:       ELNK           Security ID:  270321102
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF ERNST  FOR       FOR        Management
      & YOUNG LLP BY THE AUDIT COMMITTEE OF THE
      BOARD OF DIRECTORS TO SERVE AS COMPANY'S
      INDEPENDENT AUDITORS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2005.


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

EASTMAN CHEMICAL COMPANY

Ticker:       EMN            Security ID:  277432100
Meeting Date: MAY 5, 2005    Meeting Type: ANNUAL
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      ACCOUNTANTS


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

EASTMAN KODAK COMPANY

Ticker:       EK             Security ID:  277461109
Meeting Date: MAY 11, 2005   Meeting Type: ANNUAL
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE AUDIT COMMITTEE'S     FOR       FOR        Management
      SELECTION OF PRICEWATERHOUSECOOPERS LLP
      AS INDEPENDENT ACCOUNTANTS.
3     APPROVAL OF THE 2005 OMNIBUS LONG-TERM    FOR       FOR        Management
      COMPENSATION PLAN.
4     APPROVAL OF AMENDMENT TO, AND RE-APPROVAL FOR       FOR        Management
      OF MATERIAL TERMS OF, THE EXECUTIVE
      COMPENSATION FOR EXCELLENCE AND
      LEADERSHIP PLAN.
5     APPROVAL OF AMENDMENT TO SECTION 5 OF THE FOR       FOR        Management
      RESTATED CERTIFICATE OF INCORPORATION
      REGARDING THE ELECTION OF DIRECTORS.
6     APPROVAL OF AMENDMENT TO SECTION 7 OF THE FOR       FOR        Management
      RESTATED CERTIFICATE OF INCORPORATION
      REGARDING CERTAIN DISPOSITIONS OF THE
      COMPANY.
7     APPROVAL OF AMENDMENT TO SECTION 8 OF THE FOR       FOR        Management
      RESTATED CERTIFICATE OF INCORPORATION TO
      REMOVE THE PROVISION REGARDING LOANS.


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

EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF ERNST  FOR       FOR        Management
      & YOUNG LLP AS INDEPENDENT AUDITORS FOR
      2005.
null  null                                      null      null       Management


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 1, 2005    Meeting Type: Annual
Record Date:  NOV 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D.N. Farr                 For       For        Management
1.2   Elect  Director C.A. Peters               For       For        Management
1.3   Elect  Director D.C. Farrell              For       For        Management
1.4   Elect  Director J.W. Prueher              For       For        Management
1.5   Elect  Director R.B. Horton               For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend Equal Employment Policy Regarding   Against   For        Shareholder
      Sexual Orientation


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

EXXON MOBIL

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2005   Meeting Type: ANNUAL
Record Date:  APR 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT AUDITORS      FOR       FOR        Management
      (PAGE 28). THE DIRECTORS RECOMMEND A VOTE
      "AGAINST" SHAREHOLDER PROPOSAL ITEM 3
      THROUGH 10.
3     POLITICAL CONTRIBUTION (PAGE 30).         AGAINST   FOR        Shareholder
4     BOARD COMPENSATION (PAGE 31).             FOR       AGAINST    Shareholder
5     INDUSTRY EXPERIENCE (PAGE 32).            FOR       AGAINST    Shareholder
6     ACEH SECURITY REPORT (PAGE 33)            FOR       AGAINST    Shareholder
7     AMENDMENT OF EEO POLICY (PAGE 34).        FOR       AGAINST    Shareholder
8     BIODIVERSITY IMPACT REPORT (PAGE 36).     FOR       AGAINST    Shareholder
9     CLIMATE SCIENCE REPORT (PAGE 37).         FOR       AGAINST    Shareholder
10    KYOTO COMPLIANCE REPORT (PAGE 40).        FOR       AGAINST    Shareholder


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

FISERV. INC

Ticker:       FISV           Security ID:  337738108
Meeting Date: APR 6, 2005    Meeting Type: ANNUAL
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE SELECTION OF DELOITTE &     FOR       FOR        Management
      TOUCHE LLP AS THE REGISTERED INDEPENDENT
      PUBLIC ACCOUNTING FIRM OF FISERV, INC.
      FOR 2005.
3     TO APPROVE THE FISERV, INC. EXECUTIVE     FOR       FOR        Management
      INCENTIVE COMPENSATION PLAN, AS AMENDED
      AND RESTATED.
4     TO APPROVE THE FISERV, INC. STOCK OPTION  FOR       FOR        Management
      AND RESTRICTED STOCK PLAN, AS AMENDED AND
      RESTATED.


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 12, 2005   Meeting Type: ANNUAL
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF SELECTION OF INDEPENDENT  FOR       FOR        Management
      REGISTERED PUBLIC ACCOUNTING FIRM
3     RELATING TO DISCLOSURE OF OFFICERS'       FOR       AGAINST    Shareholder
      COMPENSATION
4     RELATING TO THE COMPANY REPORTING ON CAF  FOR       AGAINST    Shareholder
      LABBYING EFFORTS
5     RELATING TO LIMITING CERTAIN COMPENSATION FOR       AGAINST    Shareholder
      FOR NAMED EXECUTIVES
6     RELATING TO TYING EXECUTIVE COMPENSATION  FOR       AGAINST    Shareholder
      TO A REDUCTION OF LIFETIME PRODUCT
      GREENHOUSE GAS EMISSIONS
7     RELATING TO CONSIDERATION OF              FOR       AGAINST    Shareholder
      RECAPITALIZATION PLAN TO PROVIDE THAT ALL
      COMPANY STOCK HAVE ONE VOTE PER SHARE
8     RELATING TO ESTABLISHING A COMMITTEE OF   FOR       AGAINST    Shareholder
      THE BOARD OF DIRECTORS TO EVALUATE ANY
      CONFLICT OF INTEREST


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

FORTUNE BRANDS, INC.

Ticker:       FO             Security ID:  349631101
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY THE APPOINTMENT OF                 FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2005.
3     APPROVE THE 2005 NON-EMPLOYEE DIRECTOR    FOR       FOR        Management
      STOCK PLAN.


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

FREESCALE SEMICONDUCTOR, INC.

Ticker:       FSLB           Security ID:  35687M206
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE AMENDMENTS TO OUR AMENDED AND  FOR       FOR        Management
      RESTATED CERTIFICATE OF INCORPORATION.
3     TO APPROVE AMENDMENTS TO OUR AMENDED AND  FOR       FOR        Management
      RESTATED BY-LAWS.
4     TO APPROVE OUR OMNIBUS INCENTIVE PLAN OF  FOR       FOR        Management
      2005.
5     TO RATIFY THE APPOINTMENT OF THE          FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF KPMG LLP, OUR INDEPENDENT
      AUDITORS, FOR FISCAL 2005.


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

GAP, INC.

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 10, 2005   Meeting Type: ANNUAL
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY THE APPOINTMENT OF DELOITTE &      FOR       FOR        Management
      TOUCHE LLP AS THE REGISTERED PUBLIC
      ACCOUNTING FIRM.
3     TO APPROVE THE PROPOSAL TO AMEND AND      FOR       FOR        Management
      RESTATE THE COMPANY'S EXECUTIVE
      MANAGEMENT INCENTIVE COMPENSATION AWARD
      PLAN.


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

GEORGIA-PACIFIC CORPORATION

Ticker:       GP             Security ID:  373298108
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO APPROVE THE GEORGIA-PACIFIC   FOR       FOR        Management
      CORPORATION 2005 LONG-TERM INCENTIVE
      PLAN.
3     PROPOSAL TO RATIFY THE APPOINTMENT OF OUR FOR       FOR        Management
      INDEPENDENT AUDITORS, ERNST & YOUNG LLP ,
      AS AUDITORS FOR OUR 2005 FISCAL YEAR.
4     PROPOSAL TO AMEND OUR BYLAWS TO ELIMINATE AGAINST   FOR        Shareholder
      OUR CLASSIFIED BOARD STRUCTURE.


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  38/2388106
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF ERNST  FOR       FOR        Management
      & YOUNG LLP AS INDEPENDENT AUDITORS FOR
      THE YEAR 2005.
3     APPROVE AN AMENDMENT AND RESTATEMENT OF   FOR       FOR        Management
      THE 2001 STOCK OPTION PLAN.
4     APPROVE AN AMENDMENT AND RESTATEMENT OF   FOR       FOR        Management
      THE SENIOR EXECUTIVE MANAGEMENT INCENTIVE
      PLAN.


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

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 22, 2004   Meeting Type: Annual
Record Date:  AUG 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard L. Lance           For       For        Management
1.2   Elect  Director Thomas A. Dattilo         For       For        Management
1.3   Elect  Director Dr. James C. Stoffel      For       For        Management
2     Ratify Auditors                           For       For        Management


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

HIBERNIA CORPORATION

Ticker:       HIB            Security ID:  428656102
Meeting Date: APR 20, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE APPOINTMENT OF ERNST &      FOR       FOR        Management
      YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
      COMPANY FOR 2005


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

HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 25, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPOINTMENT OF INDEPENDENT ACCOUNTANTS    FOR       FOR        Management
3     PROPOSAL TO AMEND THE RESTATED            FOR       FOR        Management
      CERTIFICATE OF INCORPORATION AND BY-LAWS
      TO ELIMINATE THE CLASSIFIED STRUCTURE OF
      THE BOARD OF DIRECTORS.
4     PROPOSAL TO AMEND THE RESTATED            FOR       FOR        Management
      CERTIFICATE OF INCORPORATION AND BY-LAWS
      TO ELIMINATE SUPERMAJORITY VOTING
      PROVISIONS
5     MAJORITY VOTE SHAREHOLDER COMMITTEE       FOR       AGAINST    Shareholder
6     SEPARATION OF CHAIRMAN/CEO                AGAINST   FOR        Shareholder
7     EXECUTIVE PAY DISPARITY REPORT            FOR       AGAINST    Shareholder
8     EXECUTIVE COMPENSATION LIMIT              FOR       AGAINST    Shareholder
9     COMMONSENSE EXECUTIVE COMPENSATION        FOR       AGAINST    Shareholder
      FRAMEWORK PROPOSAL


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

HUBBELL INCORPORATED

Ticker:       HUBB           Security ID:  443510201
Meeting Date: MAY 2, 2005    Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE SELECTION OF          FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTANTS FOR THE
      YEAR 2005.
3     APPROVAL OF THE COMPANY'S 2005 INCENTIVE  FOR       FOR        Management
      AWARD PLAN.


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

HUNTINGTON BANCSHARES INCORPORATED

Ticker:       HBAN           Security ID:  446150104
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF DELOITTE & FOR       FOR        Management
      TOUCHE LLP TO SERVE AS INDEPENDENT
      AUDITORS FOR THE CORPORATION FOR THE YEAR
      2005.


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

IMS HEALTH INCORPORATED

Ticker:       RX             Security ID:  449934108
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2005.
3     APPROVAL OF THE SHAREHOLDER PROPOSAL      AGAINST   ABSTAIN    Shareholder
      RELATING TO THE SHAREHOLDER RIGHTS PLAN.


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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 1, 2005    Meeting Type: ANNUAL
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF AMENDMENT TO BYE-LAW 10 OF    FOR       FOR        Management
      THE BYELAWS TO ELIMINATE THE
      CLASSIFICATION OF THE BOARD OF DIRECTORS.
3     APPROVAL OF AMENDMENT TO BYE-LAW 10 OF    AGAINST   AGAINST    Management
      THE BYE LAWS TO ELIMINATE CUMULATIVE
      VOTING IN THE ELECTION OF DIRECTORS.
4     APPOINTMENT OF INDEPENDENT AUDITORS AND   FOR       FOR        Management
      AUTHORIZATION OF BOARD OF DIRECTORS TO
      FIX THE AUDITORS' REMUNERATION.


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 18, 2005   Meeting Type: ANNUAL
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF SELECTION OF INDEPENDENT  FOR       FOR        Management
      REGISTERED PUBLIC ACCOUNTING FIRM.
3     APPROVAL OF AMENDMENT AND EXTENSION OF    FOR       FOR        Management
      THE 2004 EQUITY INCENTIVE PLAN.
4     APPROVAL OF AMENDMENT AND EXTENSION OF    FOR       FOR        Management
      THE EXECUTIVE OFFICER INCENTIVE PLAN.


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

INTERNATIONAL BUSINESS MACHINES CORP

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM (PAGE 24)
3     STOCKHOLDER PROPOSAL ON-CUMULATIVE VOTING AGAINST   FOR        Shareholder
      (PAGE 25)
4     STOCKHOLDER PROPOSAL ON-PENSION AND       FOR       AGAINST    Shareholder
      RETIREMENT MEDICAL (PAGE 25)
5     STOCKHOLDER PROPOSAL ON-EXECUTIVE         FOR       AGAINST    Shareholder
      COMPENSATION (PAGE 27)
6     STOCKHOLDER PROPOSAL ON-EXPENSING STOCK   AGAINST   FOR        Shareholder
      OPTIONS (PAGE 28)
7     STOCKHOLDER PROPOSAL ON-DISCLOSURE OF     AGAINST   FOR        Shareholder
      EXECUTIVE COMPENSATION (PAGE 29)
8     STOCKHOLDER PROPOSAL ON-OFFSHORING (PAGE  FOR       AGAINST    Shareholder
      30)


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: DEC 9, 2004    Meeting Type: Annual
Record Date:  OCT 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen M. Bennett        For       For        Management
1.2   Elect  Director Christopher W. Brody      For       For        Management
1.3   Elect  Director William V. Campbell       For       For        Management
1.4   Elect  Director Scott D. Cook             For       For        Management
1.5   Elect  Director L. John Doerr             For       For        Management
1.6   Elect  Director Donna L. Dubinsky         For       For        Management
1.7   Elect  Director Michael R. Hallman        For       For        Management
1.8   Elect  Director Dennis D. Powell          For       For        Management
1.9   Elect  Director Stratton D. Sclavos       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

INVITROGEN CORPORATION

Ticker:       IVGN           Security ID:  46185R100
Meeting Date: APR 20, 2005   Meeting Type: ANNUAL
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
null  4. JAY M. SHORT, PHD                      FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF ERNST  FOR       FOR        Management
      & YOUNG LLP AS INDEPENDENT AUDITORS OF
      THE COMPANY FOR FISCAL YEAR 2005.


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

J.C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 20, 2005   Meeting Type: ANNUAL
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE APPOINTMENT OF KPMG LLP AS  FOR       FOR        Management
      INDEPENDENT AUDITOR FOR THE FISCAL YEAR
      ENDING JANUARY 28, 2006.
3     TO APPROVE THE ADOPTION OF THE J.C.       FOR       FOR        Management
      PENNEY COMPANY, INC. 2005 EQUITY
      COMPENSATION PLAN.
4     TO CONSIDER A STOCKHOLDER PROPOSAL        AGAINST   FOR        Shareholder
      RELATING TO THE CLASSIFICATION OF THE
      BOARD OF DIRECTORS.


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF 2005 LONG-TERM INCENTIVE      FOR       FOR        Management
      PLAN.
3     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      PRICEWATERHOUSECOOPERS AS INDEPENDENT
      AUDITORS.


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

JP MORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2005   Meeting Type: ANNUAL
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPOINTMENT OF INDEPENDENT REGISTERED     FOR       FOR        Management
      PUBLIC ACCOUNTING FIRM
3     APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN FOR       FOR        Management
4     DIRECTOR TERM LIMITS                      FOR       AGAINST    Shareholder
5     SEPARATION OF CHAIRMAN AND CEO            FOR       AGAINST    Shareholder
6     COMPETITIVE PAY                           FOR       AGAINST    Shareholder
7     RECOUP UNEARNED MANAGEMENT BONUSES        FOR       AGAINST    Shareholder


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

KELLOGG COMPANY

Ticker:       K              Security ID:  487836108
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT AUDITOR FOR   FOR       FOR        Management
      2005
3     REPORT ON IMPACTS OF GENETICALLY          FOR       AGAINST    Shareholder
      ENGINEERED FOOD
4     APPOINTMENT OF INVESTMENT BANKER          FOR       AGAINST    Shareholder


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

KEYCORP

Ticker:       KEY            Security ID:  493267108
Meeting Date: MAY 5, 2005    Meeting Type: ANNUAL
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      INDEPENDENT AUDITORS.


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

KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF AUDITORS                      FOR       FOR        Management
3     STOCKHOLDER PROPOSAL REGARDING ADOPTION   FOR       AGAINST    Shareholder
      OF GLOBAL HUMAN RIGHTS STANDARDS BASED ON
      INTERNATIONAL LABOR ORGANIZATION
      CONVENTIONS


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

LIMITED BRANDS, INC.

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 16, 2005   Meeting Type: ANNUAL
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 12, 2005   Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE APPOINTMENT OF ERNST &      FOR       FOR        Management
      YOUNG LLP, AS INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM.
3     TO APPROVE THE AMENDED AND RESTATED       FOR       FOR        Management
      INCENTIVE COMPENSATION PLAN.


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT AUDITORS
3     MANAGEMENT PROPOSAL-AMENDMENTS TO THE     AGAINST   ABSTAIN    Management
      2003 PERFORMANCE INCENTIVE AWARD PLAN
4     STOCKHOLDER PROPOSAL BY EVELYN Y. DAVIS   FOR       AGAINST    Shareholder
5     STOCKHOLDER PROPOSAL BY JOHN CHEVEDDEN    FOR       AGAINST    Shareholder
6     STOCKHOLDER PROPOSAL BY THE CATHOLIC      FOR       AGAINST    Shareholder
      FUNDS AND OTHER GROUPS
7     STOCKHOLDER PROPOSAL BY THE SISTERS OF    FOR       AGAINST    Shareholder
      MERCY AND OTHER GROUPS


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

MAGUIRE PROPERTIES INC.

Ticker:       MPG            Security ID:  559775101
Meeting Date: JUN 7, 2005    Meeting Type: ANNUAL
Record Date:  APR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE SELECTION OF KPMG LLP FOR       FOR        Management
       AS THE COMPANY'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED
      DECEMBER 31, 2005.


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

MARVEL ENTERPRISES, INC.

Ticker:       MVL            Security ID:  57383M108
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE THE 2005 STOCK INCENTIVE PLAN  FOR       FOR        Management
3     TO APPROVE THE 2005 CASH INCENTIVE PLAN   FOR       FOR        Management
4     TO RATIFY THE APPOINTMENT OF ERNST &      FOR       FOR        Management
      YOUNG LLP AS THE COMPANY'S INDEPENDENT
      ACCOUNTANTS FOR 2005.


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

MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 10, 2005   Meeting Type: ANNUAL
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO APPROVE THE MASCO CORPORATION FOR       FOR        Management
      2005 LONG TERM STOCK INCENTIVE PLAN.
3     RATIFICATION OF THE SELECTION OF          FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      AUDITORS FOR THE COMPANY FOR THE YEAR
      2005.


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

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  SEP 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Bergman          For       Withhold   Management
1.2   Elect  Director John F. Gifford           For       Withhold   Management
1.3   Elect  Director B. Kipling Hagopian       For       For        Management
1.4   Elect  Director M.D. Sampels              For       Withhold   Management
1.5   Elect  Director A.R. Frank Wazzan         For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: SEP 17, 2004   Meeting Type: Special
Record Date:  JUL 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Omnibus Stock Plan                  For       Against    Management


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

MBNA CORPORATION

Ticker:       KRB            Security ID:  55262L100
Meeting Date: MAY 2, 2005    Meeting Type: ANNUAL
Record Date:  FEB 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT AUDITORS
3     STOCKHOLDER PROPOSAL                      FOR       AGAINST    Shareholder
4     STOCKHOLDER PROPOSAL                      FOR       AGAINST    Shareholder


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 11, 2005   Meeting Type: ANNUAL
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF THE INDEPENDENT REGISTERED    FOR       FOR        Management
      PUBLIC ACCOUNTING FIRM
3     APPROVAL OF A SHAREHOLDER PROPOSAL        FOR       AGAINST    Shareholder
      RELATING TO GENETIC ENGINEERING OF FOOD
      AND SEED


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF THE    FOR       FOR        Management
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2005 THE BOARD OF
      DIRECTORS RECOMMENDS A VOTE "AGAINST"
      ITEM 3 THROUGH 9.
3     STOCKHOLDER PROPOSAL CONCERNING STOCK     FOR       AGAINST    Shareholder
      OPTION AWARDS.
4     STOCKHOLDER PROPOSAL CONCERNING           FOR       AGAINST    Shareholder
      SUBJECTING NON-DEDUCTIBLE EXECUTIVE
      COMPENSATION TO SHAREHOLER VOTE
5     STOCKHOLDER PROPOSAL CONCERNING           FOR       AGAINST    Shareholder
      ELIMINATION OF ANIMAL-BASED TEST METHODS
6     STOCKHOLDER PROPOSAL CONCERNING           FOR       AGAINST    Shareholder
      SEPARATING THE ROLES OF BOARD CHAIR AND
      CEO
7     STOCKHOLDER PROPOSAL CONCERNING           FOR       AGAINST    Shareholder
      AVAILABILITY OF COMPANY PRODUCTS TO
      CANADIAN WHOLESALERS
8     STOCKHOLDER PROPOSAL CONCERNING USE OF    FOR       AGAINST    Shareholder
      SHAREHOLDER RESOURCES FOR POLITICAL
      PURPOSES
9     STOCKHOLDER PROPOSAL CONCERNING A REPORT  FOR       AGAINST    Shareholder
      RELATED TO THE GLOBAL HIV/AIDS-TB-MALARIA
      PANDEMICS


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

MERCURY GENERAL CORPORATION

Ticker:       MCY            Security ID:  589400100
Meeting Date: MAY 11, 2005   Meeting Type: ANNUAL
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE THE MERCURY GENERAL            FOR       FOR        Management
      CORPORATION 2005 EQUITY INCENTIVE AWARD
      PLAN.


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

MEREDITH CORP.

Ticker:       MDP            Security ID:  589433101
Meeting Date: NOV 8, 2004    Meeting Type: Annual
Record Date:  SEP 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary Sue Coleman          For       For        Management
1.2   Elect  Director D Mell Meredith Frazier   For       Withhold   Management
1.3   Elect  Director Joel W. Johnson           For       For        Management
1.4   Elect  Director Stephen M. Lacy           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. Gates III      For       For        Management
1.2   Elect  Director Steven A. Ballmer         For       For        Management
1.3   Elect  Director James I. Cash Jr., Ph.D.  For       For        Management
1.4   Elect  Director Raymond V. Gilmartin      For       For        Management
1.5   Elect  Director Ann McLaughlin Korologos  For       For        Management
1.6   Elect  Director David F. Marquardt        For       For        Management
1.7   Elect  Director Charles H. Noski          For       For        Management
1.8   Elect  Director Dr. Helmut Panke          For       For        Management
1.9   Elect  Director Jon A. Shirley            For       For        Management
2     Amend Bundled Compensation Plans          For       For        Management
3     Amend Bundled Compensation Plans          For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Ratify Auditors                           For       For        Management


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 20, 2005   Meeting Type: Annual
Record Date:  NOV 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Bachmann          For       For        Management
1.2   Elect  Director William U. Parfet         For       Withhold   Management
1.3   Elect  Director George H. Poste           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Report on Export of Hazardous Pesticides  Against   Against    Shareholder
6     Adopt Human Rights Policy                 Against   Against    Shareholder
7     Eliminate Animal Testing                  Against   Against    Shareholder


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 2, 2005    Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     SHAREHOLDER PROPOSAL RE: NON-DEDUCTIBLE   FOR       AGAINST    Shareholder
      EXECUTIVE COMPENSATION
3     SHAREHOLDER PROPOSAL RE: DIRECTOR         FOR       AGAINST    Shareholder
      ELECTION BY MAJORITY VOTE


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

NATIONAL CITY CORPORATION

Ticker:       NCC            Security ID:  635405103
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     THE RATIFICATION OF THE AUDIT COMMITTEE'S FOR       FOR        Management
      SELECTION OF ERNST & YOUNG LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM.


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

NCR CORPORATION

Ticker:       NCR            Security ID:  62886E108
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF THE APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT AUDITORS FOR 2005.
3     STOCKHOLDER PROPOSAL REGARDING THE        FOR       AGAINST    Shareholder
      ELIMINATION OF DOMESTIC PARTNER BENEFITS
      FOR EXECUTIVES.


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 20, 2004   Meeting Type: Annual
Record Date:  JUL 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jill K. Conway            For       For        Management
1.2   Elect  Director Alan B. Graf, Jr.         For       For        Management
1.3   Elect  Director Jeanne P. Jackson         For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: MAY 24, 2005   Meeting Type: ANNUAL
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM


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

NORFOLK SOUTHERN CORPORATION

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 12, 2005   Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF KPMG   FOR       FOR        Management
      LLP, INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM, AS AUDITORS.
3     APPROVAL OF THE NORFOLK SOUTHERN          FOR       FOR        Management
      CORPORATION LONG-TERM INCENTIVE PLAN, AS
      AMENDED.
4     APPROVAL OF THE NORFOLK SOUTHERN          AGAINST   ABSTAIN    Management
      CORPORATION EXECUTIVE MANAGEMENT
      INCENTIVE PLAN, AS AMENDED.


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

NORTHERN TRUST CORPORATION

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF KPMG   FOR       FOR        Management
      LLP AS THE CORPORATIONS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTANTS.


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 6, 2005    Meeting Type: ANNUAL
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     THE RATIFICATION OF THE SELECTION OF KPMG FOR       FOR        Management
      AS INDEPENDENT AUDITORS.
3     APPROVAL OF 2005 LONG-TERM INCENTIVE      FOR       FOR        Management
      PLAN.
4     STOCKHOLDER STATEMENTS OPPOSING BOARD     FOR       AGAINST    Shareholder
      SPONSORED PROPOSALS.
5     VOTE REGARDING FUTURE GOLDEN PARACHUTES.  AGAINST   FOR        Shareholder


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 29, 2004   Meeting Type: Annual
Record Date:  SEP 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey O. Henley         For       For        Management
1.2   Elect  Director Lawrence J. Ellison       For       For        Management
1.3   Elect  Director Donald L. Lucas           For       For        Management
1.4   Elect  Director Michael J. Boskin         For       For        Management
1.5   Elect  Director Jack F. Kemp              For       For        Management
1.6   Elect  Director Jeffrey S. Berg           For       For        Management
1.7   Elect  Director Safra Catz                For       For        Management
1.8   Elect  Director Hector Garcia-Molina      For       For        Management
1.9   Elect  Director Joseph A. Grundfest       For       For        Management
1.10  Elect  Director H. Raymond Bingham        For       For        Management
1.11  Elect  Director Charles E. Phillips, Jr.  For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Implement China Principles                Against   Against    Shareholder


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

PACCAR INC

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     STOCKHOLDER PROPOSAL REGARDING ANNUAL     AGAINST   FOR        Shareholder
      ELECTION OF THE ENTIRE BOARD OF DIRECTORS
3     STOCKHOLDER PROPOSAL REGARDING DIRECTOR   FOR       AGAINST    Shareholder
      VOTE THRESHOLD


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

PARAMETRIC TECHNOLOGY CORP.

Ticker:       PMTC           Security ID:  699173100
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  JAN 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert N. Goldman         For       Did Not    Management
                                                          Vote
1.2   Elect  Director C. Richard Harrison       For       Did Not    Management
                                                          Vote
1.3   Elect  Director Joseph M. O'Donnell       For       Did Not    Management
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
3     Approve Reverse Stock Split               For       Did Not    Management
                                                          Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 27, 2004   Meeting Type: Annual
Record Date:  AUG 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Candy M. Obourn           For       For        Management
1.2   Elect  Director Hector R. Ortino          For       For        Management
1.3   Elect  Director Nickolas W. Vande Steeg   For       For        Management
1.4   Elect  Director Donald E. Washkewicz      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

PEPSIAMERICAS, INC.

Ticker:       PAS            Security ID:  71343P200
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
3     SHAREHOLDER PROPOSAL (PROXY STATEMENT P.  FOR       AGAINST    Shareholder
      29).
4     SHAREHOLDER PROPOSAL (PROXY STATEMENT P.  FOR       AGAINST    Shareholder
      32).


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

PERKINELMER, INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE APPOINTMENT OF DELOITTE &   FOR       FOR        Management
      TOUCHE LLP AS PERKINELMER'S INDEPENDENT
      AUDITORS FOR THE CURRENT FISCAL YEAR.
3     TO APPROVE THE PERKINELMER, INC. 2005     FOR       FOR        Management
      INCENTIVE PLAN.


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2005   Meeting Type: ANNUAL
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
null  14. JEAN-PAUL VALLES                      FOR       FOR        Management
2     A PROPOSAL TO RATIFY THE APPOINTMENT OF   FOR       FOR        Management
      KPMG LLP AS INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2005.
3     SHAREHOLDER PROPOSAL RELATING TO TERM     FOR       AGAINST    Shareholder
      LIMITS FOR DIRECTORS.
4     SHAREHOLDER PROPOSAL REQUESTING A REPORT  FOR       AGAINST    Shareholder
      ON INCREASING ACCESS TO PFIZER PRODUCTS.
5     SHAREHOLDER PROPOSAL RELATING TO          FOR       AGAINST    Shareholder
      IMPORTATION OF PRESCRIPTION DRUGS.
6     SHAREHOLDER PROPOSAL RELATING TO          AGAINST   FOR        Shareholder
      POLITICAL CONTRIBUTIONS.
7     SHAREHOLDER PROPOSAL RELATING TO PRODUCT  FOR       AGAINST    Shareholder
      AVAILABILITY IN CANADA.
8     SHAREHOLDER PROPOSAL RELATING TO THE      FOR       AGAINST    Shareholder
      SEPARATION OF THE ROLES OF CHAIR AND CEO
      AND ACCESS TO PHARMACEUTICAL PRODUCTS.


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

PHELPS DODGE CORPORATION

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 27, 2005   Meeting Type: ANNUAL
Record Date:  APR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVE THE PHELPS DODGE CORPORATION 2006 FOR       FOR        Management
      EXECUTIVE PERFORMANCE INCENTIVE PLAN
3     APPROVE AN AMENDMENT TO THE CORPORATION'S FOR       FOR        Management
      RESTATED CERTIFICATE OF INCORPORATION TO
      INCREASE THE NUMBER OF AUTHORIZED COMMON
      SHARES
4     RATIFY THE APPOINTMENT OF                 FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      ACCOUNTANTS OF THE YEAR 2005


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 21, 2005   Meeting Type: ANNUAL
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO ENDORSE THE APPOINTMENT OF    FOR       FOR        Management
      DELOITTE * TOUCHE LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2005.


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 12, 2004   Meeting Type: Annual
Record Date:  JUL 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Kerry Clark            For       For        Management
1.2   Elect  Director Joseph T. Gorman          For       For        Management
1.3   Elect  Director Lynn M. Martin            For       For        Management
1.4   Elect  Director Ralph Snyderman, M.D.     For       For        Management
1.5   Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Declassify the Board of Directors         Against   For        Management
5     Implement/ Report on Animal Welfare       Against   Against    Shareholder
      Standards


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

PROTECTIVE LIFE CORPORATION

Ticker:       PL             Security ID:  743674103
Meeting Date: MAY 2, 2005    Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO RATIFY THE APPOINTMENT OF     FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      COMPANY'S INDEPENDENT ACCOUNTANTS.


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

PRUDENTIAL FINANCIAL, INC.

Ticker:       PRU            Security ID:  744320102
Meeting Date: JUN 7, 2005    Meeting Type: ANNUAL
Record Date:  APR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      AUDITORS FOR THE YEAR ENDING DECEMBER 31,
      2005.
3     APPROVAL TO AMEND THE COMPANY'S           FOR       FOR        Management
      CERTIFICATE OF INCORPORATION TO
      DECLASSIFY THE BOARD OF DIRECTORS.
4     APPROVAL OF THE PRUDENTIAL FINANCIAL,     FOR       FOR        Management
      INC. EMPLOYEE STOCK PURCHASE PLAN.


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 8, 2005    Meeting Type: Annual
Record Date:  JAN 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Kahn            For       Did Not    Management
                                                          Vote
1.2   Elect  Director Duane A. Nelles           For       Did Not    Management
                                                          Vote
1.3   Elect  Director Brent Scowcroft           For       Did Not    Management
                                                          Vote
2     Declassify the Board of Directors and     For       Did Not    Management
      Eliminate Cumulative Voting                         Vote
3     Increase Authorized Common Stock          For       Did Not    Management
                                                          Vote
4     Amend Articles                            For       Did Not    Management
                                                          Vote
5     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

RENAISSANCERE HOLDINGS LTD.

Ticker:       RNR            Security ID:  G7496G103
Meeting Date: AUG 31, 2004   Meeting Type: Special
Record Date:  JUL 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE RENAISSANCERE HOLDINGS     For       For        Management
      LTD. 2004 STOCK INCENTIVE PLAN.


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

RESPIRONICS, INC.

Ticker:       RESP           Security ID:  761230101
Meeting Date: NOV 16, 2004   Meeting Type: Annual
Record Date:  OCT 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas A. Cotter Ph.D.   For       For        Management
1.2   Elect  Director Gerald E. McGinnis        For       For        Management
1.3   Elect  Director Craig B. Reynolds         For       For        Management
1.4   Elect  Director Candace L. Littell        For       For        Management
2     Ratify Auditors                           For       For        Management


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

REYNOLDS AMERICAN INC

Ticker:       RAI            Security ID:  76182K105
Meeting Date: JUL 28, 2004   Meeting Type: Special
Record Date:  JUN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


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

REYNOLDS AMERICAN INC.

Ticker:       RAI            Security ID:  761713106
Meeting Date: MAY 6, 2005    Meeting Type: ANNUAL
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF THE REYNOLDS AMERICAN INC.    FOR       FOR        Management
      LONG-TERM INCENTIVE PLAN
3     RATIFICATION OF KPMG LLP AS INDEPENDENT   FOR       FOR        Management
      AUDITORS
4     SHAREHOLDER PROPOSAL ON FDA REGULATION    FOR       AGAINST    Shareholder
      AND PHASE-OUT OF CONVENTIONAL CIGARETTES.
5     SHAREHOLDER PROPOSAL ON CIGARETTE         FOR       AGAINST    Shareholder
      ADVERTISING ON THE INTERNET
6     SHAREHOLDER PROPOSAL ON NEW YORK          FOR       AGAINST    Shareholder
      "FIRE-SAFE" STANDARDS


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 2, 2005    Meeting Type: Annual
Record Date:  DEC 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce M. Rockwell         For       For        Management
1.2   Elect  Director Joseph F. Toot, Jr.       For       For        Management
1.3   Elect  Director Kenneth F. Yontz          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROHM AND HAAS COMPANY

Ticker:       ROH            Security ID:  775371107
Meeting Date: MAY 2, 2005    Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     ADOPTION OF THE 2005 ROHM AND HAAS        AGAINST   ABSTAIN    Management
      COMPANY NON-EMPLOYEE DIRECTORS' STOCK
      PLAN.
3     ADOPTION OF THE 2005 ROHM AND HAAS        AGAINST   ABSTAIN    Management
      COMPANY NON-QUALIFIED SAVINGS PLAN.
4     RATIFICATION OF PRICEWATERHOUSECOOPERS    FOR       FOR        Management
      LLP AS ROHM AND HAAS COMPANY'S
      INDEPENDENT AUDITOR FOR 2005.
5     TO TRANSACT ANY OTHER BUSINESS AS MAY     FOR       FOR        Management
      PROPERLY COME BEFORE THE MEETING.


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

SABRE HOLDINGS CORPORATION

Ticker:       TSG            Security ID:  785905100
Meeting Date: MAY 17, 2005   Meeting Type: ANNUAL
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE SELECTION OF ERNST &  FOR       FOR        Management
      YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
      YEAR 2005.
3     APPROVAL OF THE AMENDMENT TO THE          FOR       FOR        Management
      CERTIFICATE OF INCORPORATION TO
      DECLASSIFY THE BOARD OF DIRECTORS.
4     APPROVAL OF THE AMENDMENTS TO THE         FOR       FOR        Management
      CERTIFICATE OF INCORPORATION TO BETTER
      REFLECT CORPORATE GOVERNANCE PRACTICES
      AND CLARIFY EXISTING WORDING.
5     APPROVAL OF THE AMENDED AND RESTATED 2005 FOR       FOR        Management
      LONG-TERM INCENTIVE PLAN.


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

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF APPOINTMENT OF INDEPENDENT    FOR       FOR        Management
      AUDITORS
3     APPROVAL OF STOCK PURCHASE AND DEFERRAL   FOR       FOR        Management
      PLAN
4     STOCKHOLDER PROPOSAL A                    FOR       AGAINST    Shareholder
5     STOCKHOLDER PROPOSAL B                    FOR       AGAINST    Shareholder
6     STOCKHOLDER PROPOSAL C                    FOR       AGAINST    Shareholder
7     STOCKHOLDER PROPOSAL D                    FOR       AGAINST    Shareholder


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

SCIENTIFIC-ATLANTA, INC.

Ticker:       SFA            Security ID:  808655104
Meeting Date: NOV 3, 2004    Meeting Type: Annual
Record Date:  SEP 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director James F. McDonald         For       For        Management
1.3   Elect  Director Terence F. McGuirk        For       For        Management
2     Ratify Auditors                           For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 5, 2005    Meeting Type: ANNUAL
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT AUDITORS      FOR       FOR        Management
3     PROPOSAL REGARDING STOCK OPTION EXPENSING FOR       AGAINST    Shareholder
4     PROPOSAL REGARDING ANNUAL ELECTION OF     FOR       AGAINST    Shareholder
      DIRECTORS
5     PROPOSAL REGARDING PERFORMANCE-BASED      FOR       AGAINST    Shareholder
      STOCK OPTIONS
6     PROPOSAL REGARDING SHAREHOLDER RIGHTS     FOR       AGAINST    Shareholder
      PLAN


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

SILGAN HOLDINGS INC.

Ticker:       SLGN           Security ID:  827048109
Meeting Date: MAY 23, 2005   Meeting Type: ANNUAL
Record Date:  MAY 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE AN AMENDMENT TO THE SILGAN     FOR       FOR        Management
      HOLDINGS INC. 2004 STOCK INCENTIVE PLAN
      WITH RESPECT TO AWARDS TO NON-EMPLOYEE
      DIRECTORS.
3     TO RATIFY THE APPOINTMENT OF ERNST &      FOR       FOR        Management
      YOUNG LLP AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
      FISCAL YEAR ENDING DECEMBER 31, 2005.


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

STANCORP FINANCIAL GROUP, INC.

Ticker:       SFG            Security ID:  852891100
Meeting Date: MAY 9, 2005    Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO RATIFY APPOINTMENT OF         FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 13, 2005   Meeting Type: ANNUAL
Record Date:  APR 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE STAPLES' AMENDED AND RESTATED  FOR       FOR        Management
      2004 STOCK INCENTIVE PLAN INCREASING THE
      TOTAL NUMBER OF SHARES OF COMMON STOCK
      AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
3     TO RATIFY THE SELECTION BY THE AUDIT      FOR       FOR        Management
      COMMITTEE OF ERNST &YOUNG LLP AS STAPLES'
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE CURRENT FISCAL YEAR.
4     TO ACT ON A SHAREHOLDER PROPOSAL ON       AGAINST   FOR        Shareholder
      REDEEM OR VOTE POISON PILL.


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO RATIFY THE APPOINTMENT OF     FOR       FOR        Management
      PRICEWATERHOUSE LLP AS INDEPENDENT
      AUDITORS FOR 2005.
3     PROPOSAL TO APPROVE THE MATERIAL TERMS OF FOR       FOR        Management
      THE PERFORMANCE GOALS FOR THE SUNTRUST
      BANKS, INC. MANAGEMENT INCENTIVE PLAN.
4     PROPOSAL TO APPROVE THE MATERIAL TERMS OF FOR       FOR        Management
      THE PERFORMANCE GOALS FOR THE SUNTRUST
      BANKS, INC. PERFORMANCE UNIT PLAN.


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: SEP 15, 2004   Meeting Type: Special
Record Date:  JUL 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


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

TECH DATA CORPORATION

Ticker:       TECD           Security ID:  878237106
Meeting Date: JUN 7, 2005    Meeting Type: ANNUAL
Record Date:  JUN 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO APPROVE A PROPOSAL TO AMEND THE 2000   FOR       FOR        Management
      EQUITY INCENTIVE PLAN OF TECH DATA
      CORPORATION TO ADD PROVISIONS ALLOWING
      FOR NON-EMPLOYEE DIRECTOR PARTICIPATION.


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

TEKTRONIX, INC.

Ticker:       TEK            Security ID:  879131100
Meeting Date: SEP 23, 2004   Meeting Type: Annual
Record Date:  JUL 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David N. Campbell         For       For        Management
1.2   Elect  Director Merrill A. Mcpeak         For       For        Management
1.3   Elect  Director Richard H. Wills          For       For        Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 21, 2005   Meeting Type: ANNUAL
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     BOARD PROPOSAL TO RATIFY THE APPOINTMENT  FOR       FOR        Management
      OF ERNST & YOUNG LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR 2005.
3     BOARD PROPOSAL TO APPROVE THE EMPLOYEES   FOR       FOR        Management
      2005 STOCK PURCHASE PLAN.
4     BOARD PROPOSAL TO REAPPROVE THE MATERIAL  FOR       FOR        Management
      TERMS OF THE PERFORMANCE GOALS UNDER THE
      TEXAS OF THE PERFORMANCE GOALS UNDER THE
      TEXAS INSTRUMENTS 2000 LONG-TERM
      INCENTIVE PLAN.


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

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT AUDITORS
3     SHAREHOLDER PROPOSAL RELATING TO BOARD    FOR       AGAINST    Shareholder
      CHAIR AND CEO SEPARATION
4     SHAREHOLDER PROPOSAL RELATING TO          FOR       AGAINST    Shareholder
      PERFORMANCE-BASED OPTIONS.


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 17, 2005   Meeting Type: ANNUAL
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPOINTMENT OF DELOITTE & TOUCHE LLP AS   FOR       FOR        Management
      INDEPENDENT AUDITORS FOR 2005.
3     PROVIDE CUMULATIVE VOTING FOR BOARD OF    AGAINST   FOR        Shareholder
      DIRECTORS.


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

THE BLACK & DECKER CORPORATION

Ticker:       BDK            Security ID:  91797100
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY THE SELECTION OF ERNST & YOUNG LLP FOR       FOR        Management
      AS THE INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM.
3     AMEND AND RE-APPROVE THE                  FOR       FOR        Management
      PERFORMANCE-BASED GOALS UNDER THE BLACK &
      DECKER PERFORMANCE EQUITY PLAN.
4     RE-APPROVE THE PERFORMANCE-BASED GOALS    FOR       FOR        Management
      UNDER THE BLACK & DECKER EXECUTIVE ANNUAL
      INCENTIVE PLAN.
5     STOCKHOLDER PROPOSAL #1                   FOR       AGAINST    Shareholder
6     STOCKHOLDER PROPOSAL #2                   FOR       AGAINST    Shareholder


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  97023105
Meeting Date: MAY 2, 2005    Meeting Type: ANNUAL
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     ADVISE ON APPOINTMENT OF DELOITTE &       FOR       FOR        Management
      TOUCHE LLP AS INDEPENDENT AUDITORS.
3     ADOPT HUMAN RIGHTS POLICIES.              FOR       AGAINST    Shareholder
4     PREPARE A REPORT ON MILITARY CONTRACTS.   FOR       AGAINST    Shareholder
5     PREPARE A REPORT ON POLITICAL             AGAINST   FOR        Shareholder
      CONTRIBUTIONS.
6     DECLASSIFY THE BOARD OF DIRECTORS.        AGAINST   FOR        Shareholder
7     ADOPT SIMPLE MAJORITY VOTE.               FOR       AGAINST    Shareholder
8     CREATE A MAJORITY VOTE SHAREHOLDER        FOR       AGAINST    Shareholder
      COMMITTEE.
9     REQUIRE AN INDEPENDENT BOARD CHAIRMAN.    FOR       AGAINST    Shareholder


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 12, 2005   Meeting Type: ANNUAL
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF THE    FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM
3     STOCKHOLDER PROPOSAL ON CERTAIN TOXIC     FOR       AGAINST    Shareholder
      SUBSTANCES.


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

THE DUN & BRADSTREET CORPORATION

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY SELECTION OF INDEPENDENT AUDITORS. FOR       FOR        Management
3     APPROVE THE AMENDED AND RESTATED THE DUN  FOR       FOR        Management
      & BRADSTREET CORPORATION 2000 STOCK
      INCENTIVE PLAN.
4     APPROVE THE AMENDED 2000 DUN & BRADSTREET FOR       FOR        Management
      CORPORATION NON-EMPLOYEE DIRECTORS' STOCK
      INCENTIVE PLAN.


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 6, 2005    Meeting Type: ANNUAL
Record Date:  FEB 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF AMENDMENTS TO OUR AMENDED AND FOR       FOR        Management
      RESTATED CERTIFICATE OF INCORPORATION TO
      PROVIDE FOR THE ANNUAL ELECTION OF ALL OF
      OUR DIRECTORS.
3     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      PRICEWATEHOUSECOOPERS LLP AS OUR
      INDEPENDENT AUDITORS FOR OUR 2005 FISCAL
      YEAR.


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

THE HARTFORD FINANCIAL SVCS GROUP, I

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 18, 2005   Meeting Type: ANNUAL
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      DELOITTE & TOUCHE LLP AS INDEPENDENT
      AUDITORS OF THE COMPANY FOR THE FISCAL
      YEAR ENDING DECEMBER 31, 2005.
3     APPROVAL OF THE HARTFORD 2005 INCENTIVE   AGAINST   ABSTAIN    Management
      STOCK PLAN
4     APPROVAL OF MATERIAL TERMS OF EXECUTIVE   AGAINST   ABSTAIN    Management
      OFFICER PERFORMANCE GOALS FOR INCENTIVE
      AWARDS.


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     COMPANY PROPOSAL TO RATIFY THE            FOR       FOR        Management
      APPOINTMENT OF KPMG LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      FISCAL 2005.
3     COMPANY PROPOSAL TO AMEND THE SIXTH       FOR       FOR        Management
      ARTICLE OF THE COMPANY'S CERTIFICATE OF
      INCORPORATION.
4     COMPANY PROPOSAL TO APPROVE THE HOME      FOR       FOR        Management
      DEPOT, INC. 2005 OMNIBUS STOCK INCENTIVE
      PLAN.
5     STOCKHOLDER PROPOSAL REGARDING EMPLOYMENT FOR       AGAINST    Shareholder
      DIVERSITY REPORT DISCLOSURE.
6     STOCKHOLDER PROPOSAL REGARDING METHOD OF  FOR       AGAINST    Shareholder
      VOTING.
7     STOCKHOLDER PROPOSAL REGARDING            FOR       AGAINST    Shareholder
      NONDEDUCTIBLE COMPENSATION.
8     STOCKHOLDER PROPOSAL REGARDING FUTURE     FOR       AGAINST    Shareholder
      SEVERANCE AGREEMENTS.
9     STOCKHOLDER PROPOSAL REGARDING            FOR       AGAINST    Shareholder
      PERFORMANCE AND TIME-BASED RESTRICTED
      SHARES.
10    STOCKHOLDER PROPOSAL REGARDING            FOR       AGAINST    Shareholder
      PERFORMANCE-BASED OPTIONS.
11    STOCKHOLDER PROPOSAL REGARDING POLITICAL  FOR       AGAINST    Shareholder
      NONPARTISANSHIP.


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

THE MCGRAW-HILL COMPANIES, INC.

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 27, 2005   Meeting Type: ANNUAL
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF KEY EXECUTIVE SHORT-TERM      FOR       FOR        Management
      INCENTIVE COMPENSATION PLAN.
3     APPROVAL TO AMEND THE COMPANY'S RESTATED  FOR       FOR        Management
      CERTIFICATE OF INCORPORATION TO INCREASE
      AUTHORIZED SHARES OF COMMON STOCK.
4     RATIFICATION OF THE APPOINTMENT OF        FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR 2005.
5     SHAREHOLDER PROPOSAL REQUESTING           AGAINST   FOR        Shareholder
      SHAREHOLDER VOTE ON "POISON PILLS".


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

THE PEPSI BOTTLING GROUP, INC

Ticker:       PBG            Security ID:  713409100
Meeting Date: MAY 25, 2005   Meeting Type: ANNUAL
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF THE PBG 2005 EXECUTIVE        AGAINST   ABSTAIN    Management
      INCENTIVE COMPENSATION PLAN.
3     APPROVAL OF AN AMENDMENT TO THE PBG 2004  AGAINST   ABSTAIN    Management
      LONG-TERM INCENTIVE PLAN.


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

THE PROGRESSIVE CORPORATION

Ticker:       PGR            Security ID:  743315103
Meeting Date: APR 15, 2005   Meeting Type: ANNUAL
Record Date:  FEB 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO APPROVE AMENDMENTS TO THE     FOR       FOR        Management
      COMPANY'S CODE OF REGULATIONS TO PROVIDE
      THAT AN INDIVIDUAL ELECTED BY THE
      DIRECTORS TO FILL A VACANCY ON THE BOARD
      WILL SERVE FOR A TERM ENDING AT THE NEXT
      SHAREHOLDERS MEETING AT WHICH AN ELECTION
      OF DIRECTORS WILL
3     PROPOSAL TO RATIFY THE APPOINTMENT OF     FOR       FOR        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2005.


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

THE SHERWIN-WILLIAMS COMPANY

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 20, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF APPOINTMENT OF            FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM


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

THERMO ELECTRON CORPORATION

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 17, 2005   Meeting Type: ANNUAL
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF SELECTION OF INDEPENDENT  FOR       FOR        Management
      AUDITORS.
3     APPROVAL OF THE COMPANY'S 2005 STOCK      FOR       FOR        Management
      INCENTIVE PLAN.
4     STOCKHOLDER PROPOSAL REGARDING THE VOTE   FOR       AGAINST    Shareholder
      STANDARD FOR DIRECTOR ELECTIONS.


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

TIME WARNER IN.C

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 20, 2005   Meeting Type: ANNUAL
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF AUDITORS                  FOR       FOR        Management
3     STOCKHOLDER PROPOSAL REGARDING PAY        FOR       AGAINST    Shareholder
      COMPARISON


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Edward D. Breen           For       Did Not    Management
                                                          Vote
1.3   Elect  Director George W. Buckley         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Brian Duperreault         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Bruce S. Gordon           For       Did Not    Management
                                                          Vote
1.6   Elect  Director Rajiv L. Gupta            For       Did Not    Management
                                                          Vote
1.7   Elect  Director John A. Krol              For       Did Not    Management
                                                          Vote
1.8   Elect  Director Mackey J. Mcdonald        For       Did Not    Management
                                                          Vote
1.9   Elect  Director H. Carl Mccall            For       Did Not    Management
                                                          Vote
1.10  Elect  Director Brendan R. O'Neill        For       Did Not    Management
                                                          Vote
1.11  Elect  Director Sandra S. Wijnberg        For       Did Not    Management
                                                          Vote
1.12  Elect  Director Jerome B. York            For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

TYSON FOODS, INC.

Ticker:       TSN            Security ID:  902494103
Meeting Date: FEB 4, 2005    Meeting Type: Annual
Record Date:  DEC 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don Tyson                  For       Withhold   Management
1.2   Elect Director John Tyson                 For       Withhold   Management
1.3   Elect Director Leland E. Tollett          For       Withhold   Management
1.4   Elect Director Barbara A. Tyson           For       Withhold   Management
1.5   Elect Director Lloyd V. Hackley           For       For        Management
1.6   Elect Director Jim Kever                  For       For        Management
1.7   Elect Director David A. Jones             For       For        Management
1.8   Elect Director Richard L. Bond            For       Withhold   Management
1.9   Elect Director Jo Ann R. Smith            For       For        Management
1.10  Elect Director Albert C. Zapanta          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Report on Environmental Impact of         Against   For        Shareholder
      Livestock Operations


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

UNITED STATES STEEL CORPORATION

Ticker:       X              Security ID:  912909108
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     ELECTION OF PRICEWATERHOUSECOOPERS LLP AS FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM
3     APPROVAL OF 2005 STOCK INCENTIVE PLAN     FOR       FOR        Management
4     APPROVAL OF 2005 ANNUAL INCENTIVE         FOR       FOR        Management
      COMPENSATION PLAN


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 13, 2005   Meeting Type: ANNUAL
Record Date:  FEB 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPOINTMENT OF INDEPENDENT AUDITORS       FOR       FOR        Management
3     APPROVAL OF UNITED TECHNOLOGIES           FOR       FOR        Management
      CORPORATION 2005 LONG TERM INCENTIVE PLAN
4     SHAREOWNER PROPOSAL CONCERNING DISCLOSURE AGAINST   FOR        Shareholder
      OF EXECUTIVE COMPENSATION
5     SHAREOWNER PROPOSAL CONCERNING ETHICAL    AGAINST   FOR        Shareholder
      CRITERIA FOR MILITARY CONTACTS
6     SHAREOWNER PROPOSAL CONCERNING CEO        AGAINST   FOR        Shareholder
      COMPENSATION


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF DELOITTE & TOUCHE LLP AS  FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE FISCAL YEAR ENDING DECEMBER
      31, 2005.
3     SHAREHOLDER PROPEL CONCERNING             FOR       AGAINST    Shareholder
      PERFORMANCE-VESTING SHARES.
4     SHAREHOLDER PROPOSAL CONCERNING           FOR       AGAINST    Shareholder
      PERFORMANCE-BASED OPTIONS.


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

UNITRIN, INC.

Ticker:       UTR            Security ID:  913275103
Meeting Date: MAY 4, 2005    Meeting Type: ANNUAL
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVAL OF THE 2005 RESTRICTED STOCK AND FOR       FOR        Management
      RESTRICTED STOCK UNIT PLAN.


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

US BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY SELECTION OF ERNST & YOUNG LLP AS  FOR       FOR        Management
      INDEPENDENT AUDITOR FOR THE 2005 FISCAL
      YEAR.
3     AMEND CERTIFICATE OF INCORPORATION TO     FOR       FOR        Management
      ELIMINATE SUPERMAJORITY VOTING.
4     SHAREHOLDER PROPOSAL: PERFORMANCE VESTING FOR       AGAINST    Shareholder
      SHARES.
5     SHAREHOLDER PROPOSAL: PROHIBITION ON TAX  FOR       AGAINST    Shareholder
      AND NON-AUDIT WORK BY INDEPENDENT
      AUDITORS.


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

UST INC.

Ticker:       UST            Security ID:  902911106
Meeting Date: MAY 3, 2005    Meeting Type: ANNUAL
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     APPROVE THE UST INC. 2005 LONG-TERM       AGAINST   AGAINST    Management
      INCENTIVE PLAN.
3     TO RATIFY AND APPROVE ERNST & YOUNG LLP   FOR       FOR        Management
      AS INDEPENDENT AUDITORS OF THE COMPANY
      FOR THE YEAR 2005.
4     STOCKHOLDER PROPOSAL                      AGAINST   ABSTAIN    Shareholder


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 5, 2005    Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF INDEPENDENT REGISTERED    FOR       FOR        Management
      PUBLIC ACCOUNTING FIRM
3     CUMULATIVE VOTING                         AGAINST   FOR        Shareholder
4     MAJORITY VOTE FOR ELECTION OF DIRECTORS   FOR       AGAINST    Shareholder
5     BOARD COMPOSITION                         FOR       AGAINST    Shareholder
6     SEPARATE CHAIRMAN AND CEO                 AGAINST   FOR        Shareholder
7     DIRECTORS' LIABILITY                      AGAINST   FOR        Shareholder
8     REPORT ON POLITICAL CONTRIBUTIONS         AGAINST   FOR        Shareholder


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

VF CORPORATION

Ticker:       VFC            Security ID:  9128204108
Meeting Date: APR 26, 2005   Meeting Type: ANNUAL
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF THE SELECTION OF          FOR       FOR        Management
      PRICEWATEHOUSECOOPERS LLP AS VF'S
      INDEPENDENT AUDITORS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2005.


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

VULCAN MATERIALS COMPANY

Ticker:       VMC            Security ID:  929160109
Meeting Date: MAY 13, 2005   Meeting Type: ANNUAL
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF DELOITTE & TOUCHE LLP AS  FOR       FOR        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
      FOR THE YEAR 2005.


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: OCT 28, 2004   Meeting Type: Special
Record Date:  AUG 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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

WACHOVIA CORPORATION

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 19, 2005   Meeting Type: ANNUAL
Record Date:  FEB 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     A WACHOVIA PROPOSAL TO RATIFY THE         FOR       FOR        Management
      APPOINTMENT OF KPMG LLP AS AUDITORS FOR
      THE YEAR 2005.


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: FEB 11, 2005   Meeting Type: Annual
Record Date:  DEC 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director John S. Chen              For       For        Management
1.3   Elect  Director Michael D. Eisner         For       For        Management
1.4   Elect  Director Judith L. Estrin          For       For        Management
1.5   Elect  Director Robert A. Iger            For       For        Management
1.6   Elect  Director Fred H. Langhammer        For       For        Management
1.7   Elect  Director Aylwin B. Lewis           For       For        Management
1.8   Elect  Director Monica C. Lozano          For       For        Management
1.9   Elect  Director Robert W. Matschullat     For       For        Management
1.10  Elect  Director George J. Mitchell        For       For        Management
1.11  Elect  Director Leo J. O'Donovan, S.J.    For       For        Management
1.12  Elect  Director Gary L. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Prohibit Greenmail Payments               Against   For        Shareholder
5     Report on Vendor Standards in China       Against   Against    Shareholder


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 10, 2005   Meeting Type: ANNUAL
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     TO RATIFY THE APPOINTMENT OF ERNST &      FOR       FOR        Management
      YOUNG LLP AS THE INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR THE COMPANY
      FOR 2005.
3     TO ACT ON A SHAREHOLDER PROPOSAL ON       FOR       AGAINST    Shareholder
      PERFORMANCE BASED COMPENSATION, IF
      PROPERLY PRESENTED AT THE MEETING.


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

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     DIRECTOR                                  FOR       FOR        Management
2     PROPOSAL TO APPROVE THE COMPANY'S AMENDED AGAINST   AGAINST    Management
      AND RESTATED LONG-TERM INCENTIVE
      COMPENSATION PLAN.
3     PROPOSAL TO RATIFY APPOINTMENT OF KPMG    FOR       FOR        Management
      LLP AS INDEPENDENT AUDITORS FOR 2005.
4     STOCKHOLDER PROPOSAL REGARDING PAYDAY     FOR       AGAINST    Shareholder
      LENDING.
5     STOCKHOLDER PROPOSAL REGARDING EXECUTIVE  FOR       AGAINST    Shareholder
      COMPENSATION AND PREDATORY LENDING.
6     STOCKHOLDER PROPOSAL REGARDING            FOR       AGAINST    Shareholder
      PERFORMANCE SHARES.
7     STOCKHOLDER PROPOSAL REGARDING CHIEF      FOR       AGAINST    Shareholder
      EXECUTIVE OFFICER COMPENSATION.
8     STOCKHOLDER PROPOSAL REGARDING SEPARATION FOR       AGAINST    Shareholder
      OF BOARD CHAIR AND CEO POSITIONS.


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

WEYERHAEUSER COMPANY

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 21, 2005   Meeting Type: ANNUAL
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     SHAREHOLDER PROPOSAL ON EXPENSING STOCK   AGAINST   FOR        Shareholder
      OPTIONS
3     SHAREHOLDER PROPOSAL ON A CLASSIFIED      AGAINST   FOR        Shareholder
      BOARD
4     SHAREHOLDER PROPOSAL ON PERFORMANCE-BASED FOR       AGAINST    Shareholder
      OPTIONS.
5     SHAREHOLDER PROPOSAL ON NATIONAL FOREST   AGAINST   FOR        Shareholder
      TIMBER PURCHASES
6     APPROVAL, ON AN ADVISORY BASIS OF THE     FOR       FOR        Management
      APPOINTMENT OF AUDITORS.


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

WILLIS GROUP HOLDINGS LIMITED

Ticker:       WSH            Security ID:  G96655108
Meeting Date: APR 29, 2005   Meeting Type: ANNUAL
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     REAPPOINTMENT AND REMUNERATION OF DELOITT null      null       Management
      & TOUCHE AS INDEPENDENT AUDITORS
3A    AMENDMENTS TO THE 2001 SHARE PURCHASE AND AGAINST   ABSTAIN    Management
      OPTION PLAN: INCREASE IN THE NUMBER OF
      SHARES AVAILABLE
3B    AMENDMENTS TO THE 2001 SHARE PURCHASE AND AGAINST   ABSTAIN    Management
      OPTION PLAN: INCLUSION OF NON-EMPLOYEE
      DIRECTORS IN  THE 2001 PLAN
4     ADOPTION OF THE WILLIS GROUP SENIOR       AGAINST   ABSTAIN    Management
      MANAGEMENT INCENTIVE PLAN
5A    AMENDMENTS TO THE COMPANY'S BYE-LAW:      FOR       FOR        Management
      BYE-LAW 133(II), INCREASE IN MAXIMUM
      RECORD DATE PERIOD
5B    AMENDMENTS TO THE COMPANY'S BYE-LAWS:     FOR       FOR        Management
      BYE-LAW 149 SUBSTITUTION OF "MAY" "WITH"
      SHALL TO BE MAXIMUM EXTENT PERMITTED BY
      LAW


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 21, 2005   Meeting Type: ANNUAL
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFY INDEPENDENT REGISTERED PUBLIC      FOR       FOR        Management
      ACCOUNTANTS FIRM
3     ADOPT 2005 STOCK INCENTIVE PLAN           FOR       FOR        Management
4     REIMPORTATION OF PRESCRIPTION DRUGS       FOR       AGAINST    Shareholder
5     SEPARATE THE ROLES OF CHAIRMAN & CEO      FOR       AGAINST    Shareholder
6     DISCLOSURE OF POLITICAL CONTRIBUTIONS     AGAINST   FOR        Shareholder
7     DISCONTINUE PROMOTING PREMARIN AND        FOR       AGAINST    Shareholder
      PROTECTION OF MARES
null  null                                      null      null       Management


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

XEROX CORPORATION

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 19, 2005   Meeting Type: ANNUAL
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTOR                                  FOR       FOR        Management
2     RATIFICATION OF SELECTION OF INDEPENDENT  FOR       FOR        Management
      REGISTERED PUBLIC ACCOUNTING FIRM


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

YUM BRANDS, INC

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 19, 2005   Meeting Type: ANNUAL
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     AMENDMENT TO RESTATED ARTICLES OF         FOR       FOR        Management
      INCORPORATION (ITEM 1, PAGE 14 OF PROXY)
2     DIRECTOR                                  FOR       FOR        Management
3     ALTERNATE VOTING (ITEM 3, PAGE 21 OF      FOR       FOR        Management
      PROXY), IF ITEM 1 OF PROXY IS NOT
      APPROVED: ELECTION OF FOUR CLASS II
      DIRECTORS: DAVID W. DORMAN, MASSIMO
      FERRAGAMO, THOMAS M. RYAN; AND ROBERT J.
      ULRICH AND ELECTION OF ONE CLASS I
      DIRECTOR JONATHAN S. LINEN. (IF YOU
4     RATIFICATION OF INDEPENDENT AUDITORS      FOR       FOR        Management
      (PAGE 22 OF PROXY)
5     SHAREHOLDER PROPOSAL RELATING TO A        FOR       AGAINST    Shareholder
      SUSTAINABILITY REPORT (PAGE 23 OF PROXY)
6     SHAREHOLDER PROPOSAL RELATING TO A        FOR       AGAINST    Shareholder
      DIVERSITY REPORT (PAGE 26 OF PROXY)
7     SHAREHOLDER PROPOSAL RELATING TO THE      AGAINST   FOR        Shareholder
      MACBRIDE PRINCIPLES (PAGE 29 OF PROXY)
8     SHAREHOLDER PROPOSAL RELATING TO A        FOR       AGAINST    Shareholder
      GENETICALLY ENGINEERED FOOD REPORT (PAGE
      31 OF PROXY)
9     SHAREHOLDER PROPOSAL RELATING TO AN       FOR       AGAINST    Shareholder
      ANIMAL WELFARE STANDARDS REPORT (PAGE 34
      OF PROXY)

========== 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 Equity Series Fund
             ------------------------------------------------------------------
By (Signature and Title)*  /s/ Daniel Geroci, President
                         ------------------------------------------------------
Date 8/24/05
    --------------------------------------------------------------------------

                                       3