UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-203 - -------------------------------------------------------------------------------- MASSACHUSETTS INVESTORS TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 - -------------------------------------------------------------------------------- (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 - -------------------------------------------------------------------------------- Date of fiscal year end: December 31 - -------------------------------------------------------------------------------- Date of reporting period: July 1, 2004 - June 30, 2005 - -------------------------------------------------------------------------------- ITEM 1. PROXY VOTING RECORDS ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-00203 Reporting Period: 07/01/2004 - 06/30/2005 Massachusetts Investors Trust ======================== MASSACHUSETTS INVESTORS TRUST ========================= ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.S. Austin For For Management 1.2 Elect Director W.S. Daley For For Management 1.3 Elect Director H.L. Fuller For For Management 1.4 Elect Director R.A. Gonzalez For For Management 1.5 Elect Director J.M. Greenberg For For Management 1.6 Elect Director J.M. Leiden For For Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director B. Powell Jr. For For Management 1.9 Elect Director A.B. Rand For For Management 1.10 Elect Director W.A. Reynolds For For Management 1.11 Elect Director R.S. Roberts For For Management 1.12 Elect Director W.D. Smithburg For For Management 1.13 Elect Director J.R. Walter For For Management 1.14 Elect Director M.D. White For For Management 2 Ratify Auditors For For Management 3 Link Executive Compensation to Government Against Against Shareholder Fines 4 Performance- Based/Indexed Options Against Against Shareholder 5 Eliminate Animal Testing Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Report on Operational Imact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 2, 2005 Meeting Type: Annual Record Date: DEC 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joe W. Forehand For Did Not Management Vote 1.2 Elect Director Blythe J. Mcgarvie For Did Not Management Vote 1.3 Elect Director Sir Mark Moody-Stuart For Did Not Management Vote 2 APPROVAL OF BYE-LAW AMENDMENTS TO For Did Not Management RELOCATE INTO THE BYE-LAWS EXISTING Vote 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 Did Not Management Vote - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Carlos Slim Helu For For Management 1.12 Elect Director Stephen M. Wolf For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Ratify Auditors For For Management 5 Eliminate Animal Testing Against Against Shareholder 6 Product Warnings for Pregnant Women Against Against Shareholder 7 Cease Use of Light and Ultra Light in Against Against Shareholder Cigarette Marketing 8 Apply Fire Safety Standards for Against Against Shareholder Cigarettes - -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 20, 2005 Meeting Type: Annual Record Date: NOV 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce K. Anderson For For Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Dov Baharav For For Management 1.4 Elect Director Julian A. Brodsky For For Management 1.5 Elect Director Charles E. Foster For For Management 1.6 Elect Director Eli Gelman For For Management 1.7 Elect Director James S. Kahan For For Management 1.8 Elect Director Nehemia Lemelbaum For For Management 1.9 Elect Director John T. Mclennan For For Management 1.10 Elect Director Robert A. Minicucci For For Management 1.11 Elect Director Simon Olswang For For Management 1.12 Elect Director Mario Segal For For Management 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS FOR FISCAL YEAR 2004. 3 RATIFICATION AND APPROVAL OF ERNST & For For Management YOUNG LLP AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD TO FIX REMUNERATION. - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director William G. Bowen For For Management 1.4 Elect Director Ursula M. Burns For For Management 1.5 Elect Director Kenneth I. Chenault For For Management 1.6 Elect Director Peter R. Dolan For For Management 1.7 Elect Director Vernon E. Jordan, Jr. For For Management 1.8 Elect Director Jan Leschly For For Management 1.9 Elect Director Richard A. McGinn For For Management 1.10 Elect Director Edward D. Miller For For Management 1.11 Elect Director Frank P. Popoff For For Management 1.12 Elect Director Robert D. Walter For For Management 2 Ratify Auditors For For Management 3 Company-Specific--Compensation-Related Against Against Shareholder 4 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. David Baltimore For For Management 1.2 Elect Director Ms. Judith C. Pelham For For Management 1.3 Elect Director Mr. Kevin W. Sharer For For Management 2 Ratify Auditors For For Management 3 Eliminate Animal Testing Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Adopt Retention Ratio for Executives Against Against Shareholder - -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 8, 2005 Meeting Type: Annual Record Date: JAN 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Doyle For For Management 1.2 Elect Director Christine King For For Management 1.3 Elect Director Ray Stata For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against Against Shareholder - -------------------------------------------------------------------------------- APPLE COMPUTER, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred D. Anderson For For Management 1.2 Elect Director William V. Campbell For For Management 1.3 Elect Director Millard S. Drexler For For Management 1.4 Elect Director Albert A. Gore, Jr. For For Management 1.5 Elect Director Steven P. Jobs For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Jerome B. York For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management 6 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director W. Steven Jones For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Walter E. Massey For For Management 1.10 Elect Director Thomas J. May For For Management 1.11 Elect Director Patricia E. Mitchell For For Management 1.12 Elect Director Edward L. Romero For For Management 1.13 Elect Director Thomas M. Ryan For For Management 1.14 Elect Director O. Temple Sloan, Jr. For For Management 1.15 Elect Director Meredith R. Spangler For For Management 1.16 Elect Director Robert L. Tillman For For Management 1.17 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder 4 Director Nominee Amendment Against Against Shareholder - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ray J. Groves For For Management 1.2 Elect Director Peter M. Nicholas For For Management 1.3 Elect Director Warren B. Rudman For For Management 1.4 Elect Director James R. Tobin For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- BP PLC (FORM. BP AMOCO PLC ) Ticker: BP.PP Security ID: 055622104 Meeting Date: APR 14, 2005 Meeting Type: Annual Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr D C Allen For For Management 1.2 Elect Director Lord Browne For For Management 1.3 Elect Director Mr J H Bryan For For Management 1.4 Elect Director Mr A Burgmans For For Management 1.5 Elect Director Mr I C Conn For For Management 1.6 Elect Director Mr E B Davis, Jr For For Management 1.7 Elect Director Mr D J Flint For For Management 1.8 Elect Director Dr B E Grote For For Management 1.9 Elect Director Dr A B Hayward For For Management 1.10 Elect Director Dr D S Julius For For Management 1.11 Elect Director Sir Tom Mckillop For For Management 1.12 Elect Director Mr J A Manzoni For For Management 1.13 Elect Director Dr W E Massey For For Management 1.14 Elect Director Mr H M P Miles For For Management 1.15 Elect Director Sir Ian Prosser For For Management 1.16 Elect Director Mr M H Wilson For For Management 1.17 Elect Director Mr P D Sutherland For For Management 2 Ratify Auditors For For Management 3 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management SPECIFIED AMOUNT 4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 6 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT 7 TO APPROVE THE RENEWAL OF EXECUTIVE For For Management DIRECTORS INCENTIVE PLAN 8 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND THE ACCOUNTS - -------------------------------------------------------------------------------- CARNIVAL CORP. Ticker: CCL Security ID: 143658300 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Micky Arison For For Management 1.2 Elect Director Amb Richard G. Capen Jr For For Management 1.3 Elect Director Robert H. Dickinson For For Management 1.4 Elect Director Arnold W. Donald For For Management 1.5 Elect Director Pier Luigi Foschi For For Management 1.6 Elect Director Howard S. Frank For For Management 1.7 Elect Director Richard J. Glasier For For Management 1.8 Elect Director Baroness Hogg For For Management 1.9 Elect Director A. Kirk Lanterman For For Management 1.10 Elect Director Modesto A. Maidique For For Management 1.11 Elect Director John P. Mcnulty For For Management 1.12 Elect Director Sir John Parker For For Management 1.13 Elect Director Peter G. Ratcliffe For For Management 1.14 Elect Director Stuart Subotnick For For Management 1.15 Elect Director Uzi Zucker For For Management 2 TO APPROVE THE AMENDED AND RESTATED For For Management CARNIVAL CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN. 3 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For For Management SHARE PLAN. 4 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For For Management STOCK PURCHASE PLAN. 5 Ratify Auditors For For Management 6 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Management CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS. 7 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Management CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30, 2004. 8 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT OF CARNIVAL PLC. 9 TO APPROVE LIMITS ON THE AUTHORITY TO For For Management ALLOT SHARES BY CARNIVAL PLC. 10 TO APPROVE THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS FOR CARNIVAL PLC. 11 TO APPROVE A GENERAL AUTHORITY FOR For For Management CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET. - -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Frank Blount For For Management 1.2 Elect Director John R. Brazil For For Management 1.3 Elect Director Eugene V. Fife For For Management 1.4 Elect Director Gaul D. Fosler For For Management 1.5 Elect Director Peter A. Magowan For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 4 Report on Equipment Sales to Israel Against Against Shareholder 5 Report on Operational Imact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 6 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 18, 2004 Meeting Type: Annual Record Date: SEP 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. James F. Gibbons For For Management 1.6 Elect Director Dr. John L. Hennessy For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Donald T. Valentine For For Management 1.11 Elect Director Steven M. West For For Management 1.12 Elect Director Jerry Yang For For Management 2 Ratify Auditors For For Management 3 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Klaus Kleinfeld For For Management 1.9 Elect Director Dudley C. Mecum For For Management 1.10 Elect Director Anne Mulcahy For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director Charles Prince For For Management 1.13 Elect Director Judith Rodin For For Management 1.14 Elect Director Robert E. Rubin For For Management 1.15 Elect Director Franklin A. Thomas For For Management 1.16 Elect Director Sanford I. Weill For For Management 1.17 Elect Director Robert B. Willumstad For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit/Prohibit Awards to Executives Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Prohibit Chairman From Management Duties, Against Against Shareholder Titles or Responsibilities 7 Limit Executive Compensation Against Against Shareholder 8 Require a Majority Vote for the Election Against Against Shareholder of Directors 9 Review/Limit Executive Compensation Against Against Shareholder 10 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- 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 1.1 Elect Director Michael J. Murray For For Management 1.2 Elect Director Robert D. Rogers For For Management 1.3 Elect Director William J. Schroeder For For Management 1.4 Elect Director Chelsea C. White III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COLGATE-PALMOLIVE CO. Ticker: CL Security ID: 194162103 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Ronald E. Ferguson For For Management 1.3 Elect Director Ellen M. Hancock For For Management 1.4 Elect Director David W. Johnson For For Management 1.5 Elect Director Richard J. Kogan For For Management 1.6 Elect Director Delano E. Lewis For For Management 1.7 Elect Director Reuben Mark For For Management 1.8 Elect Director Elizabeth A. Monrad For For Management 2 Ratify Auditors For For Management 3 Approve Stock Option Plan For For Management 4 Approve Non-Employee Director Stock For For Management Option Plan 5 Review/Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORP. Ticker: CFC Security ID: 222372104 Meeting Date: AUG 17, 2004 Meeting Type: Special Record Date: JUL 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Thomas P. Gerrity For For Management 1.3 Elect Director Stanley P. Goldstein For For Management 1.4 Elect Director Marian L. Heard For For Management 1.5 Elect Director William H. Joyce For For Management 1.6 Elect Director Terrence Murray For For Management 1.7 Elect Director Sheli Z. Rosenberg For For Management 1.8 Elect Director Thomas M. Ryan For For Management 1.9 Elect Director Alfred J. Verrecchia For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Performance- Based/Indexed Options Against Against Shareholder 5 Review/Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 16, 2004 Meeting Type: Annual Record Date: MAY 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Judy C. Lewent For For Management 1.5 Elect Director Thomas W. Luce, III For For Management 1.6 Elect Director Klaus S. Luft For For Management 1.7 Elect Director Alex J. Mandl For For Management 1.8 Elect Director Michael A. Miles For For Management 1.9 Elect Director Samuel A. Nunn, Jr. For For Management 1.10 Elect Director Kevin B. Rollins For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against Against Shareholder - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director Anthony J. Carbone For For Management 1.3 Elect Director Barbara H. Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Harold T. Shapiro For For Management 2 Ratify Auditors For For Management 3 Report on Persistent Bioaccumulative and Against Against Shareholder Toxic Chemicals - -------------------------------------------------------------------------------- EATON CORP. Ticker: ETN Security ID: 278058102 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ned C. Lautenbach For For Management 1.2 Elect Director John R. Miller For For Management 1.3 Elect Director Gregory R. Page For For Management 1.4 Elect Director Victor A. Pelson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 23, 2005 Meeting Type: Annual Record Date: APR 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred D. Anderson For For Management 1.2 Elect Director Edward W. Barnholt For For Management 1.3 Elect Director Scott D. Cook For For Management 1.4 Elect Director Robert C. Kagle For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Ratify Auditors For For Management 5 Performance- Based/Indexed Options Against Against Shareholder 6 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 18, 2005 Meeting Type: Annual Record Date: FEB 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G.M.C. Fisher For Did Not Management Vote 1.2 Elect Director A.G. Gilman For Did Not Management Vote 1.3 Elect Director K.N. Horn For Did Not Management Vote 1.4 Elect Director J. Rose For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Separate Chairman and CEO Positions Against Did Not Shareholder Vote 4 Review and Report on Drug Reimportation Against Did Not Shareholder Policy Vote 5 Report on Product Availability in Canada Against Did Not Shareholder Vote 6 Report on Political Contributions Against Did Not Shareholder Vote 7 Adopt Policy on Performance-based Stock Against Did Not Shareholder Option Grants Vote 8 Eliminate Animal Testing Against Did Not Shareholder Vote - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Cronin For For Management 1.2 Elect Director W. Paul Fitzgerald For For Management 1.3 Elect Director Joseph M. Tucci For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Performance- Based/Indexed Options Against Against Shareholder 5 Creation of an Independent Audit Against Against Shareholder Committee - -------------------------------------------------------------------------------- ENCANA CORP[FORMERLY PANCANADIAN ENERGY CORP Ticker: ECA. Security ID: 292505104 Meeting Date: APR 27, 2005 Meeting Type: Annual/Special Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael N. Chernoff For For Management 1.2 Elect Director Ralph S. Cunningham For For Management 1.3 Elect Director Patrick D. Daniel For For Management 1.4 Elect Director Ian W. Delaney For For Management 1.5 Elect Director William R. Fatt For Withhold Management 1.6 Elect Director Michael A. Grandin For For Management 1.7 Elect Director Barry W. Harrison For For Management 1.8 Elect Director Dale A. Lucas For For Management 1.9 Elect Director Ken F. McCready For For Management 1.10 Elect Director Gwyn Morgan For For Management 1.11 Elect Director Valerie A.A. Nielsen For For Management 1.12 Elect Director David P. O'Brien For For Management 1.13 Elect Director Jane L. Peverett For For Management 1.14 Elect Director Dennis A. Sharp For For Management 1.15 Elect Director James M. Stanford For For Management 2 Approve Auditors and Authorize Board to For For Management Fix Remuneration of Auditors 3 Amend Employee Stock Option Plan For For Management 4 Approve 2:1 Stock Split For For Management - -------------------------------------------------------------------------------- ENTERGY CORP. Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 13, 2005 Meeting Type: Annual Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maureen Scannell Bateman For For Management 1.2 Elect Director W. Frank Blount For For Management 1.3 Elect Director Simon D. deBree For For Management 1.4 Elect Director Claiborne P. Deming For For Management 1.5 Elect Director Alexis Herman For For Management 1.6 Elect Director Donald C. Hintz For For Management 1.7 Elect Director J. Wayne Leonard For For Management 1.8 Elect Director Robert v.d. Luft For For Management 1.9 Elect Director Kathleen A. Murphy For For Management 1.10 Elect Director James R. Nichols For For Management 1.11 Elect Director William A. Percy, II For For Management 1.12 Elect Director Dennis H. Reilley For For Management 1.13 Elect Director Steven V. Wilkinson For For Management 2 Ratify Auditors For For Management 3 Require the Chairman of the Board Be an Against Against Shareholder Independent Director 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George A. Alcorn For For Management 1.2 Elect Director Charles R. Crisp For For Management 1.3 Elect Director Mark G. Papa For For Management 1.4 Elect Director Edmund P. Segner, III For For Management 1.5 Elect Director William D. Stevens For For Management 1.6 Elect Director H. Leighton Steward For For Management 1.7 Elect Director Donald F. Textor For For Management 1.8 Elect Director Frank G. Wisner For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 27, 2004 Meeting Type: Annual Record Date: AUG 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles T. Manatt For For Management 1.2 Elect Director Judith L. Estrin For For Management 1.3 Elect Director Philip Greer For For Management 1.4 Elect Director J.R. Hyde, III For For Management 1.5 Elect Director Shirley A. Jackson For For Management 1.6 Elect Director Frederick W. Smith For For Management 2 Declassify the Board of Directors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FOX ENTERTAINMENT GROUP, INC. Ticker: FOX Security ID: 35138T107 Meeting Date: NOV 16, 2004 Meeting Type: Annual Record Date: SEP 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director K. Rupert Murdoch For For Management 1.2 Elect Director Peter Chernin For For Management 1.3 Elect Director David F. Devoe For For Management 1.4 Elect Director Arthur M. Siskind For For Management 1.5 Elect Director Lachlan K. Murdoch For For Management 1.6 Elect Director Christos M. Cotsakos For For Management 1.7 Elect Director Peter Powers For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GAP, INC., THE Ticker: GPS Security ID: 364760108 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard P. Behar For For Management 1.2 Elect Director Adrian D. P. Bellamy For For Management 1.3 Elect Director Domenico De Sole For For Management 1.4 Elect Director Donald G. Fisher For For Management 1.5 Elect Director Doris F. Fisher For For Management 1.6 Elect Director Robert J. Fisher For For Management 1.7 Elect Director Penelope L. Hughes For For Management 1.8 Elect Director Bob L. Martin For For Management 1.9 Elect Director Jorge P. Montoya For For Management 1.10 Elect Director Paul S. Pressler For For Management 1.11 Elect Director James M. Schneider For For Management 1.12 Elect Director Mayo A. Shattuck III For For Management 1.13 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director William M. Castell For For Management 1.3 Elect Director Dennis D. Dammerman For For Management 1.4 Elect Director Ann M. Fudge For For Management 1.5 Elect Director Claudio X. Gonzalez For For Management 1.6 Elect Director Jeffrey R. Immelt For For Management 1.7 Elect Director Andrea Jung For For Management 1.8 Elect Director Alan G. Lafley For For Management 1.9 Elect Director Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Report on Nuclear Fuel Storage Risks Against Against Shareholder 5 Report on PCB Clean-up Costs Against Against Shareholder 6 Adopt Policy on Overboarded Directors Against Against Shareholder 7 Prepare a Sustainability Report Against Against Shareholder 8 Political Contributions/Activities Against Against Shareholder 9 Eliminate Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 27, 2004 Meeting Type: Annual Record Date: JUL 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. Demeritt For For Management 1.2 Elect Director Livio D. Desimone For For Management 1.3 Elect Director William T. Esrey For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Judith R. Hope For For Management 1.6 Elect Director Robert L. Johnson For For Management 1.7 Elect Director Heidi G. Miller For For Management 1.8 Elect Director H. Ochoa-Brillembourg For For Management 1.9 Elect Director Michael D. Rose For For Management 1.10 Elect Director Stephen W. Sanger For For Management 1.11 Elect Director A. Michael Spence For For Management 1.12 Elect Director Dorothy A. Terrell For For Management 2 Ratify Auditors For For Management 3 Establish Range For Board Size For For Management - -------------------------------------------------------------------------------- GENZYME CORP. Ticker: GENZ Security ID: 372917104 Meeting Date: MAY 26, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Carpenter For For Management 1.2 Elect Director Charles L. Cooney For For Management 2 Amend Qualified Employee Stock Purchase For Against Management Plan 3 Amend Stock Option Plan For Against Management 4 Ratify Auditors For For Management 5 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Berg For For Management 1.2 Elect Director Etienne F. Davignon For For Management 1.3 Elect Director James M. Denny For For Management 1.4 Elect Director John C. Martin For For Management 1.5 Elect Director Gordon E. Moore For For Management 1.6 Elect Director Nicholas G. Moore For For Management 1.7 Elect Director George P. Shultz For For Management 1.8 Elect Director Gayle E. Wilson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Impact of HIV/AIDS, TB, and Against Against Shareholder Malaria Pandemics - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 6, 2005 Meeting Type: Annual Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Bryan For For Management 1.2 Elect Director Stephen Friedman For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director Henry M. Paulson, Jr. For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GROUPE DANONE Ticker: DA Security ID: F12033134 Meeting Date: APR 22, 2005 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports Vote 2 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 3 Approve Allocation of Income and For Did Not Management Dividends of EUR 1.35 per Share Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Reelect Bruno Bonnell as Director For Did Not Management Vote 6 Reelect Michel David-Weill as Director For Did Not Management Vote 7 Reelect Jacques Nahmias as Director For Did Not Management Vote 8 Reelect Jacques Vincent as Director For Did Not Management Vote 9 Reelect Hirokatsu Hirano as Director For Did Not Management Vote 10 Reelect Jean Laurent as Director For Did Not Management Vote 11 Elect Bernard Hours as Director For Did Not Management Vote 12 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 13 Authorize Issuance of Bonds/Debentures in For Did Not Management the Aggregate Value of EUR 2 Billion Vote 14 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities with Preemptive Vote Rights up to Aggregate Nominal Amount of EUR 45 Million 15 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities without Vote Preemptive Rights up to Aggregate Nominal Amount of EUR 33 Million 16 Authorize Board to Increase Capital in For Did Not Management the Event of Demand Exceeding Amounts Vote Proposed in Items 14 and 15 17 Authorize Capital Increase of Up to EUR For Did Not Management 33 Million for Future Exchange Offers Vote 18 Authorize Capital Increase of Up to Ten For Did Not Management Percent of Issued Capital for Future Vote Exchange Offers 19 Authorize Issuance of Securities For Did Not Management Convertible Into Debt Vote 20 Authorize Capitalization of Reserves of For Did Not Management Up to EUR 33 Million for Bonus Issue or Vote Increase in Par Value 21 Approve Capital Increase Reserved for For Did Not Management Employees Participating in Vote Savings-Related Share Purchase Plan 22 Approve Stock Option Plan Grants For Did Not Management Vote 23 Authorize Issuance of Up to 0.4 Percent For Did Not Management of Issued Capital For Restricted Stock Vote Plan 24 Approve Reduction in Share Capital via For Did Not Management Cancellation of Repurchased Shares Vote 25 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote - -------------------------------------------------------------------------------- GUIDANT CORP. Ticker: GDT Security ID: 401698105 Meeting Date: APR 27, 2005 Meeting Type: Special Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Crandall For For Management 1.2 Elect Director Kenneth T. Derr For For Management 1.3 Elect Director S. Malcolm Gillis For For Management 1.4 Elect Director W.R. Howell For For Management 1.5 Elect Director Ray L. Hunt For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director J. Landis Martin For For Management 1.8 Elect Director Jay A. Precourt For For Management 1.9 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HDI Security ID: 412822108 Meeting Date: APR 30, 2005 Meeting Type: Annual Record Date: MAR 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George H. Conrades For For Management 1.2 Elect Director Sara L. Levinson For For Management 1.3 Elect Director George L. Miles, Jr. For For Management 2 Approve/Amend Employee Incentive Bonus For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HARTFORD FINANCIAL SERVICES GROUP, INC., THE Ticker: HIG Security ID: 416515104 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ramani Ayer For For Management 1.2 Elect Director Ronald E. Ferguson For For Management 1.3 Elect Director Edward J. Kelly, III For For Management 1.4 Elect Director Paul G. Kirk, Jr. For For Management 1.5 Elect Director Thomas M. Marra For For Management 1.6 Elect Director Gail J. McGovern For For Management 1.7 Elect Director Michael G. Morris For For Management 1.8 Elect Director Robert W. Selander For For Management 1.9 Elect Director Charles B. Strauss For For Management 1.10 Elect Director H. Patrick Swygert For For Management 1.11 Elect Director David K. Zwiener For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- HCA, INC. Ticker: HCA Security ID: 404119109 Meeting Date: MAY 26, 2005 Meeting Type: Annual Record Date: MAR 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Magdalena H. Averhoff, For For Management M.D. 1.3 Elect Director Jack O. Bovender, Jr. For For Management 1.4 Elect Director Richard M. Bracken For For Management 1.5 Elect Director Martin Feldstein For For Management 1.6 Elect Director Thomas F. Frist, Jr., For For Management M.D. 1.7 Elect Director Frederick W. Gluck For For Management 1.8 Elect Director Glenda A. Hatchett For For Management 1.9 Elect Director Charles O. Holliday, Jr. For For Management 1.10 Elect Director T. Michael Long For For Management 1.11 Elect Director John H. McArthur For For Management 1.12 Elect Director Kent C. Nelson For For Management 1.13 Elect Director Frank S. Royal, M.D. For For Management 1.14 Elect Director Harold T. Shapiro For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- ILLINOIS TOOL WORKS INC. Ticker: ITW Security ID: 452308109 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Aldinger For For Management 1.2 Elect Director Michael J. Birck For For Management 1.3 Elect Director Marvin D. Brailsford For For Management 1.4 Elect Director Susan Crown For For Management 1.5 Elect Director Don H. Davis, Jr. For For Management 1.6 Elect Director W. James Farrell For For Management 1.7 Elect Director Robert C. McCormack For For Management 1.8 Elect Director Robert S. Morrison For For Management 1.9 Elect Director Harold B. Smith For For Management 2 Ratify Auditors For For Management 3 Implement China Principles Against Against Shareholder 4 Require a Majority Vote for the Election Against Against Shareholder 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 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Robert J. Darretta For For Management 1.4 Elect Director Michael M. E. Johns For For Management 1.5 Elect Director Ann Dibble Jordan For For Management 1.6 Elect Director Arnold G. Langbo For For Management 1.7 Elect Director Susan L. Lindquist For For Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director Christine A. Poon For For Management 1.10 Elect Director Steven S. Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director William C. Weldon For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JPMORGAN 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 1.1 Elect Director Director Hans W. Becherer For For Management 1.2 Elect Director Director John H. Biggs For For Management 1.3 Elect Director Director Lawrence A. For For Management Bossidy 1.4 Elect Director Director Stephen B. Burke For For Management 1.5 Elect Director Director James S. Crown For For Management 1.6 Elect Director Director James Dimon For For Management 1.7 Elect Director Director Ellen V. Futter For For Management 1.8 Elect Director Director William H. Gray, For For Management III 1.9 Elect Director Director William B. For For Management Harrison, Jr 1.10 Elect Director Director Laban P. For For Management Jackson, Jr. 1.11 Elect Director Director John W. Kessler For For Management 1.12 Elect Director Director Robert I. Lipp For For Management 1.13 Elect Director Director Richard A. For For Management Manoogian 1.14 Elect Director Director David C. Novak For For Management 1.15 Elect Director Director Lee R. Raymond For For Management 1.16 Elect Director Director William C. For For Management Weldon 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Limit Executive Compensation Against Against Shareholder 7 Adopt Executive Benefit Policy Against Against Shareholder - -------------------------------------------------------------------------------- LEGG MASON, INC. Ticker: LM Security ID: 524901105 Meeting Date: JUL 20, 2004 Meeting Type: Annual Record Date: MAY 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold L. Adams For For Management 1.2 Elect Director James W. Brinkley For For Management 1.3 Elect Director Raymond A. Mason For For Management 1.4 Elect Director Margaret Milner For For Management Richardson 1.5 Elect Director Kurt L. Schmoke For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Non-Employee Director Stock Option For For Management Plan - -------------------------------------------------------------------------------- LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH Security ID: 524908100 Meeting Date: APR 5, 2005 Meeting Type: Annual Record Date: FEB 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael L. Ainslie For For Management 1.2 Elect Director John F. Akers For For Management 1.3 Elect Director Richard S. Fuld, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- LEXMARK INTERNATIONAL, INC. Ticker: LXK Security ID: 529771107 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Charles Ames For For Management 1.2 Elect Director Ralph E. Gomory For For Management 1.3 Elect Director Marvin L. Mann For For Management 1.4 Elect Director Teresa Beck For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORP. Ticker: LMT Security ID: 539830109 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director Marcus C. Bennett For For Management 1.4 Elect Director James O. Ellis, Jr. For For Management 1.5 Elect Director Gwendolyn S. King For For Management 1.6 Elect Director Douglas H. McCorkindale For For Management 1.7 Elect Director Eugene F. Murphy For For Management 1.8 Elect Director Joseph W. Ralston For For Management 1.9 Elect Director Frank Savage For For Management 1.10 Elect Director Anne Stevens For For Management 1.11 Elect Director Robert J. Stevens For For Management 1.12 Elect Director James R. Ukropina For For Management 1.13 Elect Director Douglas C. Yearley For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Performance-Based/Indexed Options Against Against Shareholder 5 Adopt Simple Majority Vote Requirement Against For Shareholder for All Issues 6 Report on Pay Disparity Against Against Shareholder 7 and amend its code of conduct and Against Against Shareholder policies related to bidding Review Code of Conduct on Military Contracts - -------------------------------------------------------------------------------- MASCO CORP. Ticker: MAS Security ID: 574599106 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Verne G. Istock For For Management 1.2 Elect Director David L. Johnston For For Management 1.3 Elect Director J. Michael Losh For For Management 1.4 Elect Director Dennis W. Archer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MEDTRONIC, INC. Ticker: MDT Security ID: 585055106 Meeting Date: AUG 26, 2004 Meeting Type: Annual Record Date: JUL 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Brody, M.D., For For Management Ph.D. 1.2 Elect Director Arthur D. Collins, Jr. For For Management 1.3 Elect Director Antonio M. Gotto, Jr., For For Management M.D., D. Phil. 2 Ratify Auditors For For Management 3 Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- MERCURY INTERACTIVE CORP. Ticker: MERQ Security ID: 589405109 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amnon Landan For For Management 1.2 Elect Director Brad Boston For For Management 1.3 Elect Director Igal Kohavi For For Management 1.4 Elect Director Clyde Ostler For For Management 1.5 Elect Director Yair Shamir For For Management 1.6 Elect Director Giora Yaron For For Management 1.7 Elect Director Anthony Zingale For For Management 2 Ratify Auditors For For 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 Against Management 3 Amend Bundled Compensation Plans For For Management 4 Amend Stock Option Plan For Against 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 For Management 1.3 Elect Director George H. Poste For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against 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 - -------------------------------------------------------------------------------- NINTENDO CO. LTD. Ticker: NTDOY Security ID: J51699106 Meeting Date: JUN 29, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, Including For For Management the Following Dividends: Interim JY 70, Final JY 200, Special JY 0 2.1 Elect Director For For Management 2.2 Elect Director For For Management 2.3 Elect Director For For Management 2.4 Elect Director For For Management 2.5 Elect Director For For Management 2.6 Elect Director For For Management 2.7 Elect Director For For Management 2.8 Elect Director For For Management 2.9 Elect Director For For Management 2.10 Elect Director For For Management 2.11 Elect Director For For Management 2.12 Elect Director For For Management 3 Approve Retirement Bonus for Director and For Against Management Special Payments to Continuing Directors and Statutory Auditors in Cennection with Abolition of Retirment Bonus System - -------------------------------------------------------------------------------- NOBLE CORP Ticker: NE Security ID: G65422100 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. Chazen For For Management 1.2 Elect Director Mary P. Ricciardello For For Management 1.3 Elect Director William A. Sears For For Management 2 APPROVAL OF ADOPTION OF SPECIAL For For Management RESOLUTION OF MEMBERS TO AMEND ARTICLES OF ASSOCIATION TO INCREASE DIRECTOR RETIREMENT AGE. 3 APPROVAL OF THE PROPOSAL REGARDING THE For For Management AMENDED AND RESTATED NOBLE CORPORATION 1992 NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS. 4 APPROVAL OF THE PROPOSAL TO AMEND THE For For Management NOBLE CORPORATION EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Ray L. Hunt For For Management 1.4 Elect Director Arthur C. Martinez For For Management 1.5 Elect Director Indra K. Nooyi For For Management 1.6 Elect Director Steven S Reinemund For For Management 1.7 Elect Director Sharon P. Rockefeller For For Management 1.8 Elect Director James J. Schiro For For Management 1.9 Elect Director Franklin A. Thomas For For Management 1.10 Elect Director Cynthia M. Trudell For For Management 1.11 Elect Director Solomon D. Trujillo For For Management 1.12 Elect Director Daniel Vasella For For Management 2 Ratify Auditors For For Management 3 Report on Corporate Political Against Against Shareholder Contributions - -------------------------------------------------------------------------------- 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 1.1 Elect Director Michele J. Hooper For For Management 1.2 Elect Director Raymond W. Leboeuf For For Management 1.3 Elect Director Robert Mehrabian For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jose Alves For For Management 1.2 Elect Director Ira D. Hall For For Management 1.3 Elect Director Raymond W. Leboeuf For For Management 1.4 Elect Director Wayne T. Smith For For Management 1.5 Elect Director Robert L. Wood For For Management 2 Amend Non-Employee Director Stock Option For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- RECKITT BENCKISER PLC (FORMERLY RECKITT & COLMAN PLC ) Ticker: Security ID: G7420A107 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For Did Not Management Reports Vote 2 Approve Remuneration Report For Did Not Management Vote 3 Approve Final Dividend of 18 Pence Per For Did Not Management Share Vote 4 Re-elect Adrian Bellamy as Director For Did Not Management Vote 5 Re-elect George Greener as Director For Did Not Management Vote 6 Elect Graham Mackay as Director For Did Not Management Vote 7 Reappoint PricewaterhouseCoopers LLP as For Did Not Management Auditors and Authorise the Board to Vote Determine Their Remuneration 8 Authorise Issue of Equity or For Did Not Management Equity-Linked Securities with Pre-emptive Vote Rights up to Aggregate Nominal Amount of GBP 25,438,000 9 Authorise Issue of Equity or For Did Not Management Equity-Linked Securities without Vote Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,815,000 10 Authorise 72,500,000 Shares for Market For Did Not Management Purchase Vote 11 Approve Reckitt Benckiser 2005 For Did Not Management Savings-Related Share Option Plan Vote 12 Approve Reckitt Benckiser 2005 Global For Did Not Management Stock Profit Plan Vote 13 Approve Reckitt Benckiser 2005 USA For Did Not Management Savings-Related Share Option Plan Vote 14 Amend Reckitt Benckiser Senior Executive For Did Not Management Share Ownership Policy Plan Vote - -------------------------------------------------------------------------------- ROCHE HOLDING AG Ticker: RHHBY Security ID: H69293217 Meeting Date: FEB 28, 2005 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For Did Not Management Reports Vote 2 Approve Discharge of Board and Senior For Did Not Management Management Vote 3 Approve Allocation of Income and For Did Not Management Dividends of CHF 2.00 per Share Vote 4.1 Reelect John Bell as Director For Did Not Management Vote 4.2 Reelect Andre Hoffmann as Director For Did Not Management Vote 4.3 Reelect Franz Humer as Director For Did Not Management Vote 5 Ratify KPMG Klynveld Peat Marwick For Did Not Management Goerdeler SA as Auditors Vote - -------------------------------------------------------------------------------- SLM CORP. Ticker: SLM Security ID: 78442P106 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles L. Daley For For Management 1.2 Elect Director William M. Diefenderfer, For For Management III 1.3 Elect Director Thomas J. Fitzpatrick For For Management 1.4 Elect Director Diane Suitt Gilleland For For Management 1.5 Elect Director Earl A. Goode For For Management 1.6 Elect Director Ann Torre Grant For For Management 1.7 Elect Director Ronald F. Hunt For For Management 1.8 Elect Director Benjamin J. Lambert, III For For Management 1.9 Elect Director Albert L. Lord For For Management 1.10 Elect Director Barry A. Munitz For For Management 1.11 Elect Director A. Alexander Porter, Jr. For For Management 1.12 Elect Director Wolfgang Schoellkopf For For Management 1.13 Elect Director Steven L. Shapiro For For Management 1.14 Elect Director Barry L. Williams For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 13, 2005 Meeting Type: Annual Record Date: APR 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brenda C. Barnes For For Management 1.2 Elect Director Mary Elizabeth Burton For For Management 1.3 Elect Director Richard J. Currie For For Management 1.4 Elect Director Rowland T. Moriarty For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- SYMANTEC CORP. Ticker: SYMC Security ID: 871503108 Meeting Date: SEP 15, 2004 Meeting Type: Annual Record Date: JUL 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tania Amochaev For For Management 1.2 Elect Director William T. Coleman For For Management 1.3 Elect Director Franciscus Lion For For Management 1.4 Elect Director David Mahoney For For Management 1.5 Elect Director Robert S. Miller For For Management 1.6 Elect Director George Reyes For For Management 1.7 Elect Director Daniel H. Schulman For For Management 1.8 Elect Director John W. Thompson For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Amend Outside Director Stock in Lieu of For For Management Cash Plan 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SYNTHES INC Ticker: ICR Security ID: 87162M409 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Report on the Business Year For For Management 2004 2.1 Elect Director Robert Bland For For Management 2.2 Elect Director Roland Bronnimann For For Management 2.3 Elect Directors Allen Misher For For Management 3 Ratify Auditors For For Management 4 Amend Certificate to Establish For Against Management Restrictions on Stock Issuance - -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director James A. Johnson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Adams For For Management 1.2 Elect Director David L. Boren For For Management 1.3 Elect Director Daniel A. Carp For For Management 1.4 Elect Director Carrie S. Cox For For Management 1.5 Elect Director Thomas J. Engibous For For Management 1.6 Elect Director Gerald W. Fronterhouse For For Management 1.7 Elect Director David R. Goode For For Management 1.8 Elect Director Pamela H. Patsley For For Management 1.9 Elect Director Wayne R. Sanders For For Management 1.10 Elect Director Ruth J. Simmons For For Management 1.11 Elect Director Richard K. Templeton For For Management 1.12 Elect Director Christine T. Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- TIFFANY & CO. Ticker: TIF Security ID: 886547108 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Kowalski For For Management 1.2 Elect Director Rose Marie Bravo For For Management 1.3 Elect Director William R. Chaney For For Management 1.4 Elect Director Samuel L. Hayes III For For Management 1.5 Elect Director Abby F. Kohnstamm For For Management 1.6 Elect Director Charles K. Marquis For For Management 1.7 Elect Director J. Thomas Presby For For Management 1.8 Elect Director James E. Quinn For For Management 1.9 Elect Director William A. Shutzer For For Management 2 Ratify Auditor For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- TJX COMPANIES, INC., THE Ticker: TJX Security ID: 872540109 Meeting Date: JUN 7, 2005 Meeting Type: Annual Record Date: APR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gail Deegan For For Management 1.2 Elect Director Dennis F. Hightower For For Management 1.3 Elect Director John F. O'Brien For For Management 1.4 Elect Director Willow B. Shire For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Adopt ILO-Based Code of Conduct Against Against Shareholder 5 Review Vendor Standards Against Against Shareholder 6 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- TOTAL SA (FORMERLY TOTAL FINA ELF S.A ) Ticker: TOT Security ID: 89151E109 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: APR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE PARENT COMPANY FINANCIAL For Did Not Management STATEMENTS Vote 2 APPROVAL OF THE CONSOLIDATED FINANCIAL For Did Not Management STATEMENTS Vote 3 ALLOCATION OF EARNINGS, DECLARATION OF For Did Not Management DIVIDEND Vote 4 AGREEMENTS COVERED BY ARTICLE L. 225-38 For Did Not Management OF THE FRENCH COMMERCIAL CODE Vote 5 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Did Not Management TO TRADE SHARES OF THE COMPANY Vote 6 RENEWAL OF THE APPOINTMENT OF MR. PAUL For Did Not Management DESMARAIS JR. AS A DIRECTOR Vote 7 RENEWAL OF THE APPOINTMENT OF MR. For Did Not Management BERTRAND JACQUILLAT AS A DIRECTOR Vote 8 RENEWAL OF THE APPOINTMENT OF MR. MAURICE For Did Not Management LIPPENS AS A DIRECTOR Vote 9 APPOINTMENT OF LORD LEVENE OF PORTSOKEN, For Did Not Management KBE, AS A DIRECTOR Vote 10 AUTHORITY TO BOARD TO RAISE CAPITAL BY For Did Not Management ISSUING EQUITY OR EQUITY- LINKED Vote SECURITIES WITH PREFERENTIAL SUBSCRIPTION RIGHTS 11 AUTHORITY TO BOARD TO RAISE CAPITAL BY For Did Not Management ISSUING EQUITY OR EQUITY- LINKED Vote SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS 12 AUTHORITY TO THE BOARD FOR THE PURPOSE OF For Did Not Management CAPITAL INCREASES PURSUANT TO ARTICLE L. Vote 443-5 OF THE FRENCH LABOR CODE 13 AUTHORIZATION TO GRANT SHARES OF THE Against Did Not Management COMPANY TO EMPLOYEES AND EXECUTIVE Vote OFFICERS OF THE COMPANY AND GROUP COMPANIES 14 AMENDED AUTHORIZATION TO GRANT SHARES TO Against Did Not Shareholder EMPLOYEES AND EXECUTIVE OFFICERS OF THE Vote COMPANY AND GROUP COMPANIES - -------------------------------------------------------------------------------- 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 For Management 1.2 Elect Director Edward D. Breen For For Management 1.3 Elect Director George W. Buckley For For Management 1.4 Elect Director Brian Duperreault For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director Rajiv L. Gupta For For Management 1.7 Elect Director John A. Krol For For Management 1.8 Elect Director Mackey J. Mcdonald For For Management 1.9 Elect Director H. Carl Mccall For For Management 1.10 Elect Director Brendan R. O'Neill For For Management 1.11 Elect Director Sandra S. Wijnberg For For Management 1.12 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John J. Beystehner For For Management 1.2 Elect Director Michael L. Eskew For For Management 1.3 Elect Director James P. Kelly For For Management 1.4 Elect Director Ann M. Livermore For For Management 1.5 Elect Director Gary E. Macdougal For For Management 1.6 Elect Director Victor A. Pelson For For Management 1.7 Elect Director Lea N. Soupata For For Management 1.8 Elect Director John W. Thompson For For Management 1.9 Elect Director Carol B. Tome For For Management 1.10 Elect Director Ben Verwaayen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 13, 2005 Meeting Type: Annual Record Date: FEB 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George David For For Management 1.2 Elect Director Jean-Pierre Garnier For For Management 1.3 Elect Director Jamie S. Gorelick For For Management 1.4 Elect Director Charles R. Lee For For Management 1.5 Elect Director Richard D. McCormick For For Management 1.6 Elect Director Harold McGraw III For For Management 1.7 Elect Director Frank P. Popoff For For Management 1.8 Elect Director H. Patrick Swygert For For Management 1.9 Elect Director Andre Villeneuve For For Management 1.10 Elect Director H. A. Wagner For For Management 1.11 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Increase Disclosure of Executive Against Against Shareholder Compensation 5 Adopt Ethical Criteria for Military Against Against Shareholder Contracts 6 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- UNIVISION COMMUNICATIONS INC. Ticker: UVN Security ID: 914906102 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. Jerrold Perenchio For Withhold Management 1.2 Elect Director Anthony Cassara For Withhold Management 1.3 Elect Director Harold Gaba For For Management 1.4 Elect Director Alan F. Horn For For Management 1.5 Elect Director John G. Perenchio For Withhold Management 1.6 Elect Director Ray Rodriguez For Withhold Management 1.7 Elect Director Mchenry T. Tichenor, Jr. For Withhold Management 2 Ratify Auditors For For Management 3 Adopt Recapitalization Plan Regarding Against For Shareholder Votes Per Share - -------------------------------------------------------------------------------- VERITAS SOFTWARE CORP. Ticker: VRTS Security ID: 923436109 Meeting Date: AUG 25, 2004 Meeting Type: Annual Record Date: JUN 28, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael Brown For For Management 1.2 Elect Director Kurt J. Lauk For For Management 1.3 Elect Director Fred van den Bosch For For Management 2 Amend Stock Option Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERITAS SOFTWARE CORP. Ticker: VRTS Security ID: 923436109 Meeting Date: JUN 24, 2005 Meeting Type: Special Record Date: MAY 12, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: Security ID: 92857W100 Meeting Date: JUL 27, 2004 Meeting Type: Annual Record Date: JUN 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE REPORT OF THE DIRECTORS For For Management AND FINANCIAL STATEMENTS 2 TO APPROVE THE REMUNERATION REPORT For For Management 3 TO RE-ELECT PETER BAMFORD AS A DIRECTOR For For Management 4 TO RE-ELECT JULIAN HORN-SMITH AS A For For Management DIRECTOR 5 TO RE-ELECT SIR DAVID SCHOLEY AS A For For Management DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE) 6 TO ELECT LUC VANDEVELDE AS A DIRECTOR For For Management (MEMBER OF THE REMUNERATION COMMITTEE) 7 TO APPROVE A FINAL DIVIDEND OF 1.07800 For For Management PENCE PER ORDINARY SHARE 8 Ratify Auditors For For Management 9 TO AUTHORIZE THE AUDIT COMMITTEE TO For For Management DETERMINE THE AUDITORS REMUNERATION 10 TO AUTHORIZE DONATIONS UNDER THE For For Management POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER For For Management ARTICLE 16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION 12 TO RENEW AUTHORITY TO DISAPPLY For For Management PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION+ 13 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management ITS OWN SHARES+ 14 TO AUTHORIZE THE COMPANY S PURCHASE OF For For Management ITS OWN SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS AND OFF-MARKET PURCHASES+ - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 3, 2005 Meeting Type: Annual Record Date: APR 5, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Breyer For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Douglas N. Daft For For Management 1.4 Elect Director David D. Glass For For Management 1.5 Elect Director Roland A. Hernandez For For Management 1.6 Elect Director John D. Opie For For Management 1.7 Elect Director J. Paul Reason For For Management 1.8 Elect Director H. Lee Scott, Jr. For For Management 1.9 Elect Director Jack C. Shewmaker For For Management 1.10 Elect Director Jose H. Villarreal For For Management 1.11 Elect Director John T. Walton For For Management 1.12 Elect Director S. Robson Walton For For Management 1.13 Elect Director Christopher J. Williams For For Management 1.14 Elect Director Linda S. Wolf For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management 4 Report on Executive Compensation Against Against Shareholder 5 Prepare Sustainability Report Against Against Shareholder 6 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 7 Report on Political Contributions Against Against Shareholder 8 Prepare Equal Opportunity Report Against Against Shareholder 9 Require a Majority Vote for the Election Against Against Shareholder of Directors 10 Require Majority of Independent Directors Against Against Shareholder on Board 11 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- 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 Against Management 4 Prohibit Greenmail Payments Against Against Shareholder 5 Report on Vendor Standards in China Against Against Shareholder - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For For Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For For Management 1.11 Elect Director Judith M. Runstad For For Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Adopt Policy on Payday Lenders Against Against Shareholder 5 Link Executive Compensation to Predatory Against Against Shareholder Lending 6 Performance- Based/Indexed Options Against Against Shareholder 7 Limit Executive Compensation Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- 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 1.1 Elect Director Richard L. Carrion For For Management 1.2 Elect Director Robert Essner For For Management 1.3 Elect Director John D. Feerick For For Management 1.4 Elect Director Frances D. Fergusson For For Management 1.5 Elect Director Robert Langer For For Management 1.6 Elect Director John P. Mascotte For For Management 1.7 Elect Director Mary Lake Polan For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Torell III For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Review and Report on Drug Reimportation Against Against Shareholder Policy 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Discontinue Promotion of Premarin and Against Against Shareholder Report on Animal Testing - -------------------------------------------------------------------------------- YAHOO!, INC. Ticker: YHOO Security ID: 984332106 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry S. Semel For For Management 1.2 Elect Director Jerry Yang For For Management 1.3 Elect Director Roy J. Bostock For For Management 1.4 Elect Director Ronald W. Burkle For For Management 1.5 Elect Director Eric Hippeau For For Management 1.6 Elect Director Arthur H. Kern For For Management 1.7 Elect Director Robert A. Kotick For For Management 1.8 Elect Director Edward R. Kozel For For Management 1.9 Elect Director Gary L. Wilson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ZIMMER HOLDINGS INC Ticker: ZMH Security ID: 98956P102 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Raymond Elliott For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services ========== END NPX REPORT 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: MASSACHUSETTS INVESTORS TRUST -------------------------------- By (Signature and Title) ROBERT J. MANNING* -------------------------------------------- Robert J. Manning, Principal Executive Officer Date: August 26, 2005 --------------- *By (Signature and Title) SUSAN S. NEWTON ---------------------------------------------- Susan S. Newton, as Attorney-in-Fact *Executed by Susan S. Newton on behalf of Robert J. Manning pursuant to a Power of Attorney dated July 29, 2005. (1) (1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915 and 811-4096) Post Effective Amendment No. 40 filed with the SEC via EDGAR on July 29, 2005.