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 811-5448 - -------------------------------------------------------------------------------- TOTAL RETURN VARIABLE ACCOUNT - -------------------------------------------------------------------------------- (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 RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-05448 Reporting Period: 07/01/2004 - 06/30/2005 Total Return Variable Account ======================== TOTAL RETURN VARIABLE ACCOUNT ========================= 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vance D. Coffman For For Management 1.2 Elect Director Rozanne L. Ridgway For For Management 1.3 Elect Director Louis W. Sullivan For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Eliminate Animal Testing Against Against Shareholder 5 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: FEB 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos II For For Management 1.3 Elect Director Michael H. Armacost For For Management 1.4 Elect Director Kriss Cloninger III For For Management 1.5 Elect Director Joe Frank Harris For For Management 1.6 Elect Director Elizabeth J. Hudson For For Management 1.7 Elect Director Kenneth S. Janke Sr. For For Management 1.8 Elect Director Douglas W. Johnson For For Management 1.9 Elect Director Robert B. Johnson For For Management 1.10 Elect Director Charles B. Knapp For For Management 1.11 Elect Director Hidefumi Matsui For For Management 1.12 Elect Director E. Stephen Purdom, M.D. For For Management 1.13 Elect Director Barbara K. Rimer, Ph.D. For For Management 1.14 Elect Director Marvin R. Schuster For For Management 1.15 Elect Director David Gary Thompson For For Management 1.16 Elect Director Tohru Tonoike For For Management 1.17 Elect Director Robert L. Wright For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: ATG Security ID: 001204106 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For For Management 1.2 Elect Director Arthur E. Johnson For For Management 1.3 Elect Director Paula Rosput Reynolds For For Management 1.4 Elect Director James A. Rubright For For Management 1.5 Elect Director Bettina M. Whyte For For Management 2 Amend Articles For For Management 3 Amend Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 27, 2005 Meeting Type: Annual Record Date: NOV 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Donahue For For Management 1.2 Elect Director Ursula F. Fairbairn For For Management 1.3 Elect Director John P. Jones III For For Management 1.4 Elect Director Lawrence S. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director James G. Andress For For Management 1.3 Elect Director Edward A. Brennan For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Jack M. Greenberg For For Management 1.6 Elect Director Ronald T. LeMay For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director J. Christopher Reyes For For Management 1.9 Elect Director H. John Riley, Jr. For For Management 1.10 Elect Director Joshua I. Smith For For Management 1.11 Elect Director Judith A. Sprieser For For Management 1.12 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G. Steven Farris For For Management 1.2 Elect Director Randolph M. Ferlic For For Management 1.3 Elect Director A.D. Frazier, Jr. For For Management 1.4 Elect Director John A. Kocur For For Management 2 Approve Stock Option Plan For For Management 3 Approve Omnibus Stock Plan For For Management 4 Require a Majority Vote for the Election Against Against Shareholder of Directors 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- APRIA HEALTHCARE GROUP, INC. Ticker: AHG Security ID: 037933108 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vicente Anido, Jr. For For Management 1.2 Elect Director I.T. Corley For For Management 1.3 Elect Director David L. Goldsmith For For Management 1.4 Elect Director Lawrence M. Higby For For Management 1.5 Elect Director Richard H. Koppes For For Management 1.6 Elect Director Philip R. Lochner, Jr. For For Management 1.7 Elect Director Jeri L. Lose For For Management 2 Ratify Auditors 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 Against Management 3 Approve Employee Stock Purchase Plan For For Management 4 Report on Genetically Engineered Products 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 - -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Blake E. Devitt For For Management 1.2 Elect Director Joseph B. Martin, M.D., For For Management Ph. D. 1.3 Elect Director Robert L. Parkinson, Jr. For For Management 1.4 Elect Director Thomas T. Stallkamp For For Management 1.5 Elect Director Albert P.L. Stroucken For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services 5 Declassify the Board of Directors None For Shareholder - -------------------------------------------------------------------------------- BHP BILLITON PLC (FORMERLY BILLITON PLC) Ticker: Security ID: GB0000566504 Meeting Date: JUN 13, 2005 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Authorise Appropriation of Distributable For For Management Profits of the Company for the Dividend Rectification 2 Approve Cancellation of Share Premium For For Management Account - -------------------------------------------------------------------------------- BHP BILLITON PLC (FORMERLY BILLITON PLC) Ticker: Security ID: GB0000566504 Meeting Date: NOV 25, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports for BHP Billiton Ltd. 2 Accept Financial Statements and Statutory For For Management Reports for BHP Billiton Plc 3 Re-elect Don Argus as Director of BHP For For Management Billiton Ltd. 4 Re-elect Don Argus as Director of BHP For For Management Billiton Plc 5 Re-elect David Crawford as Director of For For Management BHP Billiton Ltd. 6 Re-elect David Crawford as Director of For For Management BHP Billiton Plc 7 Re-elect Charles Goodyear as Director of For For Management BHP Billiton Ltd. 8 Re-elect Charles Goodyear as Director of For For Management BHP Billiton Plc 9 Re-elect John Schubert as Director of BHP For For Management Billiton Ltd. 10 Re-elect John Schubert as Director of BHP For For Management Billiton Plc. 11 Reappoint KPMG Audit Plc as Auditors of For For Management BHP Billiton Plc and Authorise Board to Fix Remuneration of Auditors 12 Authorise Issuance of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 265,926,499 13 Authorise Issuance of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 61,703,675 14 Authorise 246,814,700 BHP Billiton Plc For For Management Ordinary Shares for Market Purchase 15 Approve Remuneration Report For For Management 16 Amend BHP Billiton Ltd. and BHP Billiton For For Management Plc Group Incentive Scheme 17 Approve BHP Billiton Ltd. and BHP For For Management Billiton Plc Long Term Incentive Plan 18 Approve Grant of Deferred Shares and For For Management Options under the Amended BHP Billiton Ltd. Group Incentive Scheme and Grant of Performance Shares under the BHP Billiton Ltd. Long Term Incentive Plan to Charles Goodyear 19 Approve Grant of Deferred Shares and For For Management Options under the Amended BHP Billiton Plc Group Incentive Scheme and Grant of Performance Shares under the BHP Billiton Plc Long Term Incentive Plan to Mike Salamon - -------------------------------------------------------------------------------- BJ SERVICES COMPANY Ticker: BJS Security ID: 055482103 Meeting Date: MAR 24, 2005 Meeting Type: Annual Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director L. William Heiligbrodt For For Management 1.2 Elect Director James L. Payne For For Management 1.3 Elect Director J.W. Stewart For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- BOWATER INC. Ticker: BOW Security ID: 102183100 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Francis J. Aguilar For For Management 1.2 Elect Director John A. Rolls For For Management 1.3 Elect Director L. Jacques Menard For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- BURLINGTON NORTHERN SANTA FE CORP. Ticker: BNI Security ID: 12189T104 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A.L. Boeckmann For For Management 1.2 Elect Director V.S. Martinez For For Management 1.3 Elect Director M.F. Racicot For For Management 1.4 Elect Director R.S. Roberts For For Management 1.5 Elect Director M.K. Rose For For Management 1.6 Elect Director M.J. Shapiro For For Management 1.7 Elect Director J.C. Watts, Jr. For For Management 1.8 Elect Director R.H. West For For Management 1.9 Elect Director J.S. Whisler For For Management 1.10 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CALPINE CORP. Ticker: CPN Security ID: 131347106 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: APR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Cartwright For For Management 1.2 Elect Director Susan C. Schwab For For Management 1.3 Elect Director Susan Wang For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- CENDANT CORPORATION Ticker: CD Security ID: 151313103 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Myra J. Biblowit For For Management 1.2 Elect Director Leonard S. Coleman For For Management 1.3 Elect Director Cheryl D. Mills For For Management 1.4 Elect Director Brian Mulroney For For Management 1.5 Elect Director Robert E. Nederlander For For Management 1.6 Elect Director Ronald L. Nelson For For Management 1.7 Elect Director Robert W. Pittman For For Management 1.8 Elect Director Pauline D. E. Richards For For Management 1.9 Elect Director Sheli Z. Rosenburg For For Management 1.10 Elect Director Robert F. Smith For For Management 2 Ratify Auditors For For Management 3 Approve Outside Director Stock For For Management Awards/Options in Lieu of Cash 4 Approve Qualified Employee Stock Purchase For For Management Plan 5 Report on Pay Disparity Against Against Shareholder 6 Eliminate or Restrict Severance Against For Shareholder Agreements (Change-in-Control) - -------------------------------------------------------------------------------- CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director ZOE BAIRD For For Management 1.2 Elect Director SHEILA P. BURKE For For Management 1.3 Elect Director JAMES I. CASH, JR. For For Management 1.4 Elect Director JOEL J. COHEN For For Management 1.5 Elect Director JAMES M. CORNELIUS For For Management 1.6 Elect Director JOHN D. FINNEGAN For For Management 1.7 Elect Director KLAUS J. MANGOLD For For Management 1.8 Elect Director SIR DAVID G SCHOLEY CBE For For Management 1.9 Elect Director RAYMOND G.H. SEITZ For For Management 1.10 Elect Director LAWRENCE M. SMALL For For Management 1.11 Elect Director DANIEL E. SOMERS For For Management 1.12 Elect Director KAREN HASTIE WILLIAMS For For Management 1.13 Elect Director ALFRED W. ZOLLAR For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CINERGY CORP. Ticker: CIN Security ID: 172474108 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Petry For For Management 1.2 Elect Director Mary L. Schapiro For For Management 1.3 Elect Director Philip R. Sharp For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CIRCUIT CITY STORES, INC. Ticker: CC Security ID: 172737108 Meeting Date: JUN 21, 2005 Meeting Type: Annual Record Date: APR 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carolyn H. Byrd For For Management 1.2 Elect Director Ursula O. Fairbairn For For Management 1.3 Elect Director Alan Kane For For Management 1.4 Elect Director J. Patrick Spainhour For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- COMPANHIA VALE DO RIO DOCE Ticker: RIO.PR Security ID: 204412209 Meeting Date: AUG 18, 2004 Meeting Type: Special Record Date: JUL 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 DELIBERATION OF THE PROPOSAL FOR A For For Management FORWARD SPLIT OF SHARES ISSUED BY THE COMPANY, SO THAT EACH COMMON OR PREFERRED SHARE ISSUED BY THE COMPANY WILL BE REPRESENTED BY THREE SHARES OF THE SAME TYPE AND CLASS, AND THE CONSEQUENT ALTERATIONS OF ARTICLES 5 AN 2 ELECTION, BY HOLDERS OF PREFERRED CLASS For For Management A SHARES, OF ONE MEMBER AND HIS ALTERNATE FOR THE COMPANY S FISCAL COUNCIL, DUE TO THE RESIGNATION OF THE FISCAL COUNCIL MEMBERS ELECTED BY THIS CLASS OF SHARES, AS WELL AS THE ELECTION BY THE COMMON SHAREHOLDERS 3 RECTIFICATION OF THE TOTAL ANNUAL For For Management COMPENSATION OF THE MEMBERS OF THE COMPANY S MANAGEMENT FIXED BY THE ORDINARY GENERAL SHAREHOLDERS MEETING HELD ON APRIL 28, 2004. - -------------------------------------------------------------------------------- COMPUTER ASSOCIATES INTERNATIONAL, INC. Ticker: CA Security ID: 204912109 Meeting Date: AUG 25, 2004 Meeting Type: Annual Record Date: JUN 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Russell M. Artzt For For Management 1.2 Elect Director Kenneth D. Cron For For Management 1.3 Elect Director Alfonse M. D'Amato For For Management 1.4 Elect Director Gary J. Fernandes For For Management 1.5 Elect Director Robert E. La Blanc For For Management 1.6 Elect Director Jay W. Lorsch For For Management 1.7 Elect Director Lewis S. Ranieri For For Management 1.8 Elect Director Walter P. Schuetze For For Management 1.9 Elect Director Laura S. Unger For For Management 2 Ratify Auditors For For Management 3 Review Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- 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 1.1 Elect Director J.J. Mulva For For Management 1.2 Elect Director Norman R. Augustine For For Management 1.3 Elect Director Larry D. Horner For For Management 1.4 Elect Director Charles C. Krulak For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- CONSECO, INC. Ticker: CNO Security ID: 208464883 Meeting Date: AUG 24, 2004 Meeting Type: Annual Record Date: JUL 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Debra J. Perry For For Management 1.2 Elect Director Philip R. Roberts For For Management 1.3 Elect Director William J. Shea For For Management 1.4 Elect Director Michael T. Tokarz For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COOPER CAMERON CORP. Ticker: CAM Security ID: 216640102 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter J. Fluor For For Management 1.2 Elect Director David Ross III For For Management 1.3 Elect Director Bruce W. Wilkinson For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- COOPER INDUSTRIES LTD Ticker: CBE Security ID: G24182100 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.M. Devlin For Did Not Management Vote 1.2 Elect Director L.A. Hill For Did Not Management Vote 1.3 Elect Director J.J. Postl For Did Not Management Vote 1.4 Elect Director H.J. Riley, Jr. For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Did Not Shareholder IMPLEMENT A CODE OF CONDUCT BASED ON Vote INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS STANDARDS. - -------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORP. Ticker: CFC Security ID: 222372104 Meeting Date: JUN 15, 2005 Meeting Type: Annual Record Date: APR 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Angelo R. Mozilo For For Management 1.2 Elect Director Stanford L. Kurland For For Management 1.3 Elect Director Oscar P. Robertson For For Management 1.4 Elect Director Keith P. Russell For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- DEVON ENERGY CORP. Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 8, 2005 Meeting Type: Annual Record Date: APR 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John A. Hill For For Management 1.2 Elect Director William J. Johnson For For Management 1.3 Elect Director Robert A. Mosbacher Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- DEX MEDIA, INC. Ticker: DEX Security ID: 25212E100 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: APR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George A. Burnett For For Management 1.2 Elect Director R. Glenn Hubbard For For Management 1.3 Elect Director Russell T. Lewis For For Management 2 Ratify Auditors For For Management 3 Other Business For For Management - -------------------------------------------------------------------------------- DIAGEO PLC (FORMERLY GUINNESS PLC) Ticker: Security ID: GB0002374006 Meeting Date: OCT 20, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend of 17 Pence Per For For Management Ordinary Share 4 Re-elect Lord Hollick of Notting Hill as For For Management Director 5 Re-elect Nick Rose as Director For For Management 6 Re-elect Paul Walker as Director For For Management 7 Elect Todd Stitzer as Director For For Management 8 Elect Jon Symonds as Director For For Management 9 Reappoint KPMG Audit Plc as Auditors and For For Management Authorise Board to Fix Remuneration of Auditors 10 Authorise Issuance of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 44,234,986 11 Amend Articles of Association Re: For For Management Treasury Shares 12 Authorise 305,752,223 Shares for Market For For Management Purchase 13 Amend Diageo Long Term Incentive Plan For For Management 14 Amend Diageo Executive Share Option Plan For For Management 15 Amend Discretionary Incentive Plan For For Management 16 Amend Diageo 2001 Share Incentive Plan For For Management 17 Amend Diageo UK Sharesave Scheme 2000 For For Management 18 Amend Diageo 1999 Irish Sharesave Scheme For For Management 19 Amend Diageo Long Term Incentive Plan For For Management - -------------------------------------------------------------------------------- DOMINION RESOURCES, INC. Ticker: D Security ID: 25746U109 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter W. Brown For For Management 1.2 Elect Director Ronald J. Calise For For Management 1.3 Elect Director Thos. E. Capps For For Management 1.4 Elect Director George A. Davidson, Jr. For For Management 1.5 Elect Director Thomas F. Farrell, II For For Management 1.6 Elect Director John W. Harris For For Management 1.7 Elect Director Robert S. Jepson, Jr. For For Management 1.8 Elect Director Mark J. Kington For For Management 1.9 Elect Director Benjamin J. Lambert, III For For Management 1.10 Elect Director Richard L. Leatherwood For For Management 1.11 Elect Director Margaret A. McKenna For For Management 1.12 Elect Director Kenneth A. Randall For For Management 1.13 Elect Director Frank S. Royal For For Management 1.14 Elect Director S. Dallas Simmons For For Management 1.15 Elect Director David A. Wollard For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management 5 Report on Greenhouse Gas Emissions 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 - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director John T. Dillon For For Management 1.5 Elect Director Louisa C. Duemling For For Management 1.6 Elect Director Charles O. Holliday, Jr. For For Management 1.7 Elect Director Lois D. Juliber For For Management 1.8 Elect Director Masahisa Naitoh For For Management 1.9 Elect Director William K. Reilly For For Management 1.10 Elect Director H. Rodney Sharp, III For For Management 1.11 Elect Director Charles M. Vest For For Management 2 Ratify Auditors For For Management 3 Report on Government Service of Employees Against Against Shareholder 4 Implement ILO Code of Conduct Against Against Shareholder 5 Executive Compensation Against Against Shareholder 6 Eliminate Animal Testing Against Against Shareholder 7 Report on Genetically Modified Organisms Against Against Shareholder 8 Performance- Based/Indexed Options Against Against Shareholder 9 Report on PFOA Chemical Remediation Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 Against Shareholder Sexual Orientation - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: APR 6, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For For Management 1.4 Elect Director William R. Howell For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Lee R. Raymond For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Political Contributions/Activities Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Nominate Independent Directors with Against Against Shareholder Industry Experience 6 Report on Payments to Indonesian Military Against Against Shareholder 7 Adopt Policy Prohibiting Discrimination Against Against Shareholder based on Sexual Orientation 8 Report on Potential Damage of Drilling in Against Against Shareholder Protected Regions 9 Disclose Information Supporting the Against Against Shareholder Company Position on Climate Change 10 Report on Company Policies for Compliance Against Against Shareholder with the Kyoto Protocol - -------------------------------------------------------------------------------- FAMILY DOLLAR STORES, INC. Ticker: FDO Security ID: 307000109 Meeting Date: JAN 20, 2005 Meeting Type: Annual Record Date: NOV 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark R. Bernstein For For Management 1.2 Elect Director Sharon Allred Decker For For Management 1.3 Elect Director Edward C. Dolby For For Management 1.4 Elect Director Glenn A. Eisenberg For For Management 1.5 Elect Director Howard R. Levine For For Management 1.6 Elect Director George R. Mahoney, Jr. For For Management 1.7 Elect Director James G. Martin For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 1.1 Elect Director D.F. Dillon For For Management 1.2 Elect Director G.J. Levy For For Management 1.3 Elect Director G.M. Renwick For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FPL GROUP, INC. Ticker: FPL Security ID: 302571104 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Director H. Jesse Arnelle For For Management 1.2 Elect Director Director Sherry S. Barrat For For Management 1.3 Elect Director Director Robert M. Beall, For For Management II 1.4 Elect Director Director J. Hyatt Brown For For Management 1.5 Elect Director Director James L. Camaren For For Management 1.6 Elect Director Director Lewis Hay, III For For Management 1.7 Elect Director Director Rudy E. Schupp For For Management 1.8 Elect Director Director Michael H. For For Management Thaman 1.9 Elect Director Director Hansel E. For For Management Tookes, II 1.10 Elect Director Director Paul R. For For Management Tregurtha 1.11 Elect Director Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: JAN 25, 2005 Meeting Type: Annual Record Date: NOV 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Harmon E. Burns For For Management 1.3 Elect Director Charles Crocker For For Management 1.4 Elect Director Robert D. Joffe For For Management 1.5 Elect Director Charles B. Johnson For For Management 1.6 Elect Director Rupert H. Johnson, Jr. For For Management 1.7 Elect Director Thomas H. Kean For For Management 1.8 Elect Director Chutta Ratnathicam For For Management 1.9 Elect Director Peter M. Sacerdote For For Management 1.10 Elect Director Anne M. Tatlock For For Management 1.11 Elect Director Louis E. Woodworth For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- FREDDIE MAC Ticker: FRE Security ID: 313400301 Meeting Date: NOV 4, 2004 Meeting Type: Annual Record Date: SEP 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara T. Alexander For For Management 1.2 Elect Director Geoffrey T. Boisi For For Management 1.3 Elect Director Michelle Engler For For Management 1.4 Elect Director Richard Karl Goeltz For For Management 1.5 Elect Director Thomas S. Johnson For For Management 1.6 Elect Director William M. Lewis, Jr. For For Management 1.7 Elect Director John B. Mccoy For For Management 1.8 Elect Director Eugene M. Mcquade For For Management 1.9 Elect Director Shaun F. O'Malley For For Management 1.10 Elect Director Ronald F. Poe For For Management 1.11 Elect Director Stephen A. Ross For For Management 1.12 Elect Director Richard F. Syron For For Management 1.13 Elect Director William J. Turner For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Amend Employee Stock Purchase Plan 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 - -------------------------------------------------------------------------------- GILLETTE CO., THE Ticker: G Security ID: 375766102 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael B. Gifford For For Management 1.2 Elect Director Ray J. Groves For For Management 1.3 Elect Director Fred H. Langhammer For For Management 1.4 Elect Director Marjorie M. Yang For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP) Ticker: GSF Security ID: G3930E101 Meeting Date: JUN 7, 2005 Meeting Type: Annual Record Date: APR 5, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. George For For Management 1.2 Elect Director Robert E. Rose For For Management 1.3 Elect Director Stephen J. Solarz For For Management 1.4 Elect Director Nader H. Sultan For For Management 2 PROPOSAL TO AMEND THE COMPANY S 2003 For For Management LONG-TERM INCENTIVE PLAN TO REDUCE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND INCREASE THE NUMBER OF SUCH SHARES AVAILABLE FOR FULL-VALUE STOCK AWARDS. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- H. J. HEINZ CO. Ticker: HNZ Security ID: 423074103 Meeting Date: SEP 8, 2004 Meeting Type: Annual Record Date: JUN 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Johnson For For Management 1.2 Elect Director Charles E. Bunch For For Management 1.3 Elect Director Mary C. Choksi For For Management 1.4 Elect Director Leonard S. Coleman, Jr. For For Management 1.5 Elect Director Peter H. Coors For For Management 1.6 Elect Director Edith E. Holiday For For Management 1.7 Elect Director Candace Kendle For For Management 1.8 Elect Director Dean R. O'Hare For For Management 1.9 Elect Director Lynn C. Swann For For Management 1.10 Elect Director Thomas J. Usher For For Management 1.11 Elect Director James M. Zimmerman For For Management 2 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 - -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Alan R. Batkin For For Management 1.3 Elect Director Frank J. Biondi, Jr. For For Management 1.4 Elect Director John M. Connors, Jr. For For Management 1.5 Elect Director E. Gordon Gee For For Management 1.6 Elect Director Jack M. Greenberg For For Management 1.7 Elect Director Alan G. Hassenfeld For For Management 1.8 Elect Director Claudine B. Malone For For Management 1.9 Elect Director Edward M. Philip For For Management 1.10 Elect Director Eli J. Segal For For Management 1.11 Elect Director Paula Stern For For Management 1.12 Elect Director Alfred J. Verrecchia For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Adopt ILO Based Code of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 16, 2005 Meeting Type: Annual Record Date: JAN 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director L.T. Babbio, Jr. For For Management 1.2 Elect Director P.C. Dunn For For Management 1.3 Elect Director R.A. Hackborn For For Management 1.4 Elect Director G.A. Keyworth For For Management 1.5 Elect Director R.E. Knowling, Jr. For For Management 1.6 Elect Director T.J. Perkins For For Management 1.7 Elect Director R.L. Ryan For For Management 1.8 Elect Director L.S. Salhany For For Management 1.9 Elect Director R.P. Wayman For For Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management - -------------------------------------------------------------------------------- HUBBELL INCORPORATED Ticker: HUB.B Security ID: 443510201 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G. Jackson Ratcliffe For For Management 1.2 Elect Director E. Richard Brooks For For Management 1.3 Elect Director George W. Edwards, Jr. For For Management 1.4 Elect Director Joel S. Hoffman For For Management 1.5 Elect Director Andrew McNally IV For For Management 1.6 Elect Director Daniel J. Meyer For For Management 1.7 Elect Director Timothy H. Powers For For Management 1.8 Elect Director Daniel S. Van Riper For For Management 1.9 Elect Director Richard J. Swift For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For 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 - -------------------------------------------------------------------------------- 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 1.1 Elect Director A.C. Berzin For Did Not Management Vote 1.2 Elect Director H.L. Henkel For Did Not Management Vote 1.3 Elect Director H.W. Lichtenberger For Did Not Management Vote 1.4 Elect Director T.L. White For Did Not Management Vote 2 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF For Did Not Management THE BYE-LAWS TO ELIMINATE THE Vote CLASSIFICATION OF THE BOARD OF DIRECTORS. 3 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF For Did Not Management THE BYE-LAWS TO ELIMINATE CUMULATIVE Vote VOTING IN THE ELECTION OF DIRECTORS. 4 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- 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 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For For Management 1.5 Elect Director Carlos Ghosn For For Management 1.6 Elect Director Charles F. Knight For For Management 1.7 Elect Director Minoru Makihara For For Management 1.8 Elect Director Lucio A. Noto For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Charles M. Vest For For Management 1.13 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Eliminate Age Discrimination in Against Against Shareholder Retirement Benefits 5 Calculate Executive Salary Without Regard Against Against Shareholder to Pension Income 6 Expense Stock Options Against For Shareholder 7 Report on Executive Compensation Against Against Shareholder 8 Report on Outsourcing Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL PAPER CO. Ticker: IP Security ID: 460146103 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Amen For For Management 1.2 Elect Director Samir G. Gibara For For Management 1.3 Elect Director Charles R. Shoemate For For Management 1.4 Elect Director William G. Walter For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- ITT INDUSTRIES, INC. Ticker: ITT Security ID: 450911102 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Loranger For For Management 1.2 Elect Director Curtis J. Crawford For For Management 1.3 Elect Director Christina A. Gold For For Management 1.4 Elect Director Ralph F. Hake For For Management 1.5 Elect Director John J. Hamre For For Management 1.6 Elect Director Raymond W. LeBoeuf For For Management 1.7 Elect Director Frank T. MacInnis For For Management 1.8 Elect Director Linda S. Sanford For For Management 1.9 Elect Director Markos I. Tambakeras For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- KELLOGG CO. Ticker: K Security ID: 487836108 Meeting Date: APR 29, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Claudio X. Gonzalez For For Management 1.2 Elect Director A. D. David Mackay For For Management 1.3 Elect Director William C. Richardson For For Management 1.4 Elect Director John L. Zabriskie For For Management 2 Ratify Auditors For For Management 3 Report on Genetically Modified Organisms Against Against Shareholder (GMO) 4 Employ Financial Advisor to Explore Against Against Shareholder Alternatives to Maximize Value - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Robert W. Decherd For For Management 1.3 Elect Director G. Craig Sullivan For For Management 2 Ratify Auditors For For Management 3 Adopt ILO Based Code of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: MAY 27, 2005 Meeting Type: Annual Record Date: APR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Ingram For For Management 1.2 Elect Director Richard K. Lochridge For For Management 1.3 Elect Director Robert L. Johnson For For Management 2 Amend Non-Employee Director Stock Option For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LYONDELL CHEMICAL CO. Ticker: LYO Security ID: 552078107 Meeting Date: NOV 30, 2004 Meeting Type: Special Record Date: OCT 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene P. Beard For For Management 1.2 Elect Director Michael J. Dolan For For Management 1.3 Elect Director Robert A. Eckert For For Management 1.4 Elect Director Tully M. Friedman For For Management 1.5 Elect Director Dr. Andrea L. Rich For For Management 1.6 Elect Director Ronald L. Sargent For For Management 1.7 Elect Director Christopher A. Sinclair For For Management 1.8 Elect Director G. Craig Sullivan For For Management 1.9 Elect Director John L. Vogelstein For For Management 1.10 Elect Director Kathy Brittain White For For Management 2 Ratify Auditor For For Management 3 Approve Omnibus Stock Plan For For Management 4 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 5 Workplace Code of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- MBNA CORP. Ticker: KRB Security ID: 55262L100 Meeting Date: MAY 2, 2005 Meeting Type: Annual Record Date: FEB 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Berick For For Management 1.2 Elect Director Mary M. Boies For For Management 1.3 Elect Director Benjamin R. Civiletti For For Management 1.4 Elect Director Bruce L. Hammonds For For Management 1.5 Elect Director William L. Jews For For Management 1.6 Elect Director Randolph D. Lerner For For Management 1.7 Elect Director Stuart L. Markowitz, M.D. For For Management 1.8 Elect Director William B. Milstead For For Management 1.9 Elect Director Thomas G. Murdough, Jr. For For Management 1.10 Elect Director Laura S. Unger For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder 4 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hall Adams, Jr. For For Management 1.2 Elect Director Cary D. McMillan For For Management 1.3 Elect Director Michael J. Roberts For For Management 1.4 Elect Director James A. Skinner For For Management 1.5 Elect Director Anne-Marie Slaughter For For Management 2 Ratify Auditors For For Management 3 Report on Genetically Modified Organisms Against Against Shareholder - -------------------------------------------------------------------------------- MEDIMMUNE, INC. Ticker: MEDI Security ID: 584699102 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wayne T. Hockmeyer, Ph.D. For For Management 1.2 Elect Director David M. Mott For For Management 1.3 Elect Director David Baltimore, Ph.D. For For Management 1.4 Elect Director M. James Barrett, Ph.D. For For Management 1.5 Elect Director James H. Cavanaugh, Ph.D. For For Management 1.6 Elect Director Barbara Hackman Franklin For For Management 1.7 Elect Director Gordon S. Macklin For Withhold Management 1.8 Elect Director George M. Miline, Jr., For For Management Ph.D. 1.9 Elect Director Elizabeth H.S. Wyatt For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MELLON FINANCIAL CORP. Ticker: MEL Security ID: 58551A108 Meeting Date: APR 19, 2005 Meeting Type: Annual Record Date: FEB 11, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ruth E. Bruch For For Management 1.2 Elect Director Steven G. Elliott For For Management 1.3 Elect Director Edmund F. Kelly For For Management 1.4 Elect Director Robert Mehrabian For For Management 1.5 Elect Director Wesley W. Von Schack For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 1.1 Elect Director Rochelle B. Lazarus For For Management 1.2 Elect Director William G. Bowen For For Management 1.3 Elect Director Raymond V. Gilmartin For For Management 1.4 Elect Director Thomas E. Shenk For For Management 1.5 Elect Director Anne M. Tatlock For For Management 1.6 Elect Director Samuel O. Thier For For Management 1.7 Elect Director Wendell P. Weeks For For Management 1.8 Elect Director Peter C. Wendell For For Management 2 Ratify Auditors For For Management 3 Prohibit Awards to Executives Against Against Shareholder 4 Limit Executive Compensation Against Against Shareholder 5 Eliminate Animal Testing Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Report on Product Availability in Canada Against Against Shareholder 8 Report on Political Contributions Against Against Shareholder 9 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Heinz-Joachim Neuburger For For Management 1.3 Elect Director E. Stanley O'Neal For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Restricted For For Management Stock Plan 4 Provide for Cumulative Voting Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cheryl W. Grise For For Management 1.2 Elect Director James R. Houghton For For Management 1.3 Elect Director Helene L. Kaplan For For Management 1.4 Elect Director Sylvia M. Mathews For For Management 1.5 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Establish Other Board Committee Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MWD Security ID: 617446448 Meeting Date: MAR 15, 2005 Meeting Type: Annual Record Date: JAN 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Jacob For For Management 1.2 Elect Director Charles F. Knight For For Management 1.3 Elect Director Miles L. Marsh For For Management 1.4 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- NALCO HOLDING COMPANY Ticker: NLC Security ID: 62985Q101 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. William H. Joyce For Withhold Management 1.2 Elect Director Mr. Douglas A. Pertz For For Management 1.3 Elect Director Mr. Daniel S. Sanders For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NESTLE SA Ticker: NESAY Security ID: CH0012056047 Meeting Date: APR 14, 2005 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1a Accept Financial Statements and Statutory For Did Not Management Reports Vote 1b Accept Consolidated Financial Statements For Did Not Management and Statutory 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 8.00 per Share Vote 4a Amend Articles of Association to Separate Against Did Not Shareholder Position of CEO and Chairman of the Board Vote 4b Amend Articles of Association to Reduce Against Did Not Shareholder Board Terms from Five Years to Three Vote Years; Approve Individual Election of Board Members 4c Amend Articles of Association to Reduce Against Did Not Shareholder Threshold for Submitting Shareholder Vote Proposals From CHF 1 Million to CHF 100,000 5 Elect Guenter Blobel as Director For Did Not Management Vote 6 Ratify KPMG Klynveld Peat Marwick For Did Not Management Goerdeler SA as Auditors Vote - -------------------------------------------------------------------------------- NEWS CORPORATION Ticker: NWS Security ID: 652487802 Meeting Date: OCT 26, 2004 Meeting Type: Special Record Date: SEP 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 SHARE SCHEME MEETING OF PREFERRED For For Management SHAREHOLDERS. APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE INFORMATION MEMORANDUM. 2 CAPITAL REDUCTION MEETING. APPROVAL OF For For Management THE CAPITAL REDUCTION BY CANCELLATION OF ALL SHARES IN THE COMPANY. 3 IF YOU MARK THE AGAINST BOX, YOU WILL NOT For For Management VOTE AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS. - -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. McCracken For For Management 1.2 Elect Director Ian M. Rolland For For Management 1.3 Elect Director Robert C. Skaggs, Jr. For For Management 1.4 Elect Director John W. Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Declassify the Board of Directors Against For Shareholder 6 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOK Security ID: 654902204 Meeting Date: APR 7, 2005 Meeting Type: Annual Record Date: FEB 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 2 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management BALANCE SHEET. 3 APPROVAL OF A PROPOSAL TO THE ANNUAL For For Management GENERAL MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE. 4 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF For For Management THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY. 6 PROPOSAL ON THE COMPOSITION OF THE BOARD For For Management AS PROPOSED BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE. 7.1 Elect Directors Paul J. Collins For For Management 7.2 Elect Directors Georg Ehrnrooth For For Management 7.3 Elect Directors Bengt Holmstrom For For Management 7.4 Elect Directors Per Karlsson For For Management 7.5 Elect Directors Jorma Ollila For For Management 7.6 Elect Directors Marjorie Scardino For For Management 7.7 Elect Directors Vesa Vainio For For Management 7.8 Elect Directors Arne Wessberg For For Management 7.9 Elect Directors Dan Hesse For For Management 7.10 Elect Directors Edouard Michelin For For Management 8 APPROVAL OF THE REMUNERATION TO BE PAID For For Management TO THE AUDITOR. 9 APPROVAL OF THE RE-ELECTION OF For For Management PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2005. 10 APPROVAL OF THE PROPOSAL TO GRANT STOCK For For Management OPTIONS TO SELECTED PERSONNEL OF THE COMPANY. 11 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY COMPANY. 12 AUTHORIZATION TO THE BOARD TO INCREASE For For Management THE SHARE CAPITAL OF THE COMPANY. 13 AUTHORIZATION TO THE BOARD TO REPURCHASE For For Management NOKIA SHARES. 14 AUTHORIZATION TO THE BOARD TO DISPOSE For For Management NOKIA SHARES HELD BY THE COMPANY. 15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT For Abstain Management NOKIA S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 15. - -------------------------------------------------------------------------------- NORTEL NETWORKS CORP. Ticker: NT. Security ID: 656568102 Meeting Date: JUN 29, 2005 Meeting Type: Annual Record Date: MAY 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jalynn H. Bennett as Director For For Management 1.2 Elect Manfred Bischoff as Director For For Management 1.3 Elect Robert E. Brown as Director For For Management 1.4 Elect John E. Cleghorn as Director For For Management 1.5 Elect James B. Hunt, Jr. as Director For For Management 1.6 Elect Robert A. Ingram as Director For For Management 1.7 Elect John A. MacNaughton as Director For For Management 1.8 Elect John P. Manley as Director For For Management 1.9 Elect Richard D. McCormick as Director For For Management 1.10 Elect Ronald W. Osborne as Director For Withhold Management 1.11 Elect William A. Owens as Director For For Management 1.12 Elect Harry J. Pearce as Director For For Management 2 Ratify Deloitte & Touche LLP as Auditors For For Management 3 Approve Adoption of the Nortel U.S. Stock For For Management Purchase Plan, the Nortel Global Stock Purchase Plan, and the Nortel Stock Purchase Plan for Members of the Nortel Savings and Retirement Program 4 Approve Adoption of Nortel 2005 Stock For For Management Incentive Plan 5 Require Shareholder Approval of the Against Against Shareholder Compensation of the Ten Highest Paid Executives 6 Exclude Senior Executive's Bonuses From Against Against Shareholder Calculation of Pensions 7 Require List of Nominees for Board of Against Against Shareholder Directors To Have a Minimum of 25% More Candidates Than There Are Spaces to Fill 8 Roll Back the Salary Level of All Senior Against Against Shareholder Executives to Their Salary Level on Jan. 1, 1998 9 Take Legal or other Appropriate Action to Against Against Shareholder Get Back Bonus and Salary Increases Given to Senior Executives (Past and Present) From 1998 through 2004 10 Take Legal or other Appropriate Action to Against Against Shareholder Exclude Executives (Past and Present)Bonuses and Salary Increases from 1998 through 2004 from Their Pensions Calculation 11 Take Legal or other Appropriate Action to Against Against Shareholder Get Back Compensation and Perks Paid to Board of Directors (former and present) From 1998 through 2004 12 Require Economy Class for All Business Against Against Shareholder Travel of All Senior Executives, Company Employees, and Board of Directors 13 Allow Shareholders in Attendance at AGM Against Against Shareholder to Elect Two Additional Directors to the Board in Addition to the Slate of Candidates Proposed by the Existing Board of Director's Nominating Committee at the AGM 14 Take Legal or other Appropriate Actions Against Against Shareholder to Get Back Fees Paid to External Auditors From 1998 through 2004; Require Future Auditor's Fees To Be Approved by Shareholders at AGM 15 Require Nortel To Provide Letter to Against Against Shareholder Regulatory Agencies With Information The Agencies Should Have Been Looking For to Protect Shareholders of Publicly Traded Companies - -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORP. Ticker: NOC Security ID: 666807102 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip Frost For For Management 1.2 Elect Director John B. Slaughter For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Nonemployee Director Plan (Stock For For Management Awards in Lieu of Cash) 5 Adopt Simply Majority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NVS Security ID: CH0012005267 Meeting Date: MAR 1, 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 1.05 per Share Vote 4 Approve CHF 19 Million Reduction in Share For Did Not Management Capital via Share Cancellation Vote 5 Authorize Repurchase of up to Ten Percent For Did Not Management of Issued Share Capital Vote 6.1 Reelect Birgit Breuel as Director For Did Not Management Vote 6.2 Reelect Peter Burckhardt as Director For Did Not Management Vote 6.3 Reelect Alexandre Jetzer as Director For Did Not Management Vote 6.4 Reelect Pierre Landolt as Director For Did Not Management Vote 6.5 Reelect Ulrich Lehner as Director For Did Not Management Vote 7 Ratify PricewaterhouseCoopers AG as For Did Not Management Auditors Vote - -------------------------------------------------------------------------------- OFFICEMAX INC Ticker: BCC Security ID: 67622P101 Meeting Date: MAY 9, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren F. Bryant For For Management 1.2 Elect Director Francesca Ruiz de For For Management Luzuriaga 1.3 Elect Director David M. Szymanski For For Management 1.4 Elect Director Carolyn M. Ticknor For For Management 1.5 Elect Director Ward W. Woods For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Ticker: OI Security ID: 690768403 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anastasia D. Kelly For For Management 1.2 Elect Director Steven R. McCracken For For Management 1.3 Elect Director John J. McMackin, Jr. For For Management 2 Approve Omnibus Stock Plan 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 - -------------------------------------------------------------------------------- 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 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. McKinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Ruth J. Simmons For For Management 1.13 Elect Director William C. Steere, Jr. For For Management 1.14 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Pharmaceutical Price Restraint Against Against Shareholder 5 Review and Report on Drug Reimportation Against Against Shareholder Policy 6 Report on Political Contributions Against Against Shareholder 7 Report on Product Availability in Canada Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul W. Chellgren For For Management 1.2 Elect Director Robert N. Clay For For Management 1.3 Elect Director J. Gary Cooper For For Management 1.4 Elect Director George A. Davidson, Jr. For For Management 1.5 Elect Director Richard B. Kelson For For Management 1.6 Elect Director Bruce C. Lindsay For For Management 1.7 Elect Director Anthony A. Massaro For For Management 1.8 Elect Director Thomas H. O'Brien For For Management 1.9 Elect Director Jane G. Pepper For For Management 1.10 Elect Director James E. Rohr For For Management 1.11 Elect Director Lorene K. Steffes For For Management 1.12 Elect Director Dennis F. Strigl For For Management 1.13 Elect Director Stephen G. Thieke For For Management 1.14 Elect Director Thomas J. Usher For For Management 1.15 Elect Director Milton A. Washington For For Management 1.16 Elect Director Heldge H. Wehmeier For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- PPL CORP. Ticker: PPL Security ID: 69351T106 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick M. Bernthal For For Management 1.2 Elect Director John R. Biggar For For Management 1.3 Elect Director Louise K. Goeser 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 - -------------------------------------------------------------------------------- REED ELSEVIER PLC(FORMERLY REED INTERNATIONAL PLC) Ticker: Security ID: GB0007308355 Meeting Date: APR 27, 2005 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Strauss Zelnick as Director For For Management - -------------------------------------------------------------------------------- REED ELSEVIER PLC(FORMERLY REED INTERNATIONAL PLC) Ticker: Security ID: GB0007308355 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend of 9.6 Pence Per For For Management Share 4 Reappoint Deloitte & Touche LLP as For For Management Auditors of the Company 5 Authorise Board to Fix Remuneration of For For Management the Auditors 6 Elect Jan Hommen as Director For For Management 7 Elect Erik Engstrom as Director For For Management 8 Re-elect Mark Armour as Director For For Management 9 Re-elect Sir Crispin Davis as Director For For Management 10 Re-elect Andrew Prozes as Director For For Management 11 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,700,000 12 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7,900,000 13 Authorise 127,000,000 Ordinary Shares for For For Management Market Purchase - -------------------------------------------------------------------------------- SANDVIK AB Ticker: Security ID: SE0000667891 Meeting Date: JUN 28, 2005 Meeting Type: Special Record Date: JUN 17, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Elect Chairman of Meeting For Did Not Management Vote 3 Prepare and Approve List of Shareholders For Did Not Management Vote 4 Designate Inspector or Shareholder For Did Not Management Representative(s) of Minutes of Meeting Vote 5 Approve Agenda of Meeting For Did Not Management Vote 6 Acknowledge Proper Convening of Meeting For Did Not Management Vote 7.1 Approve Reduction in Share Capital via For Did Not Management Share Cancellation Vote 7.2 Approve Issuance of Class C Shares to For Did Not Management Facilitate Reduction in Share Capital Vote 7.3 Approve Reduction in Share Capital via For Did Not Management Cancellation of Class C Shares Vote - -------------------------------------------------------------------------------- SANDVIK AB Ticker: Security ID: SE0000667891 Meeting Date: MAY 3, 2005 Meeting Type: Annual Record Date: APR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Management Vote 2 Elect Chairman of Meeting For Did Not Management Vote 3 Prepare and Approve List of Shareholders For Did Not Management Vote 4 Designate Inspector or Shareholder For Did Not Management Representative(s) of Minutes of Meeting Vote 5 Approve Agenda of Meeting For Did Not Management Vote 6 Acknowledge Proper Convening of Meeting For Did Not Management Vote 7 Receive Financial Statements and None Did Not Management Statutory Reports Vote 8 Accept Financial Statements and Statutory For Did Not Management Reports Vote 9 Approve Discharge of Board and President For Did Not Management Vote 10 Approve Allocation of Income and For Did Not Management Dividends of SEK 11 Per Share Vote 11 Determine Number of Members (8) and For Did Not Management Deputy Members (0) of Board Vote 12 Approve Remuneration of Directors and For Did Not Management Auditors Vote 13 Reelect Georg Ehrnrooth, Clas Aake For Did Not Management Hedstroem, Sigrun Hjelmquist, Egil Vote Myklebust, Arne Maartensson, Lars Nyberg, Anders Nyren, and Lars Petterson as Directors 14 Amend Articles For Did Not Management Vote 15 Amend Articles Re: Redemption of Shares For Did Not Management Vote 16 Authorize Chairman of Board and For Did Not Management Representatives of Four Largest Vote Shareholders to Serve on Nominating Committee - -------------------------------------------------------------------------------- SARA LEE CORP. Ticker: SLE Security ID: 803111103 Meeting Date: OCT 28, 2004 Meeting Type: Annual Record Date: SEP 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brenda C. Barnes For For Management 1.2 Elect Director J.T. Battenberg III For For Management 1.3 Elect Director Charles W. Coker For For Management 1.4 Elect Director James S. Crown For For Management 1.5 Elect Director Willie D. Davis For For Management 1.6 Elect Director Vernon E. Jordan, Jr. For For Management 1.7 Elect Director Laurette T. Koellner For For Management 1.8 Elect Director Cornelis J.A. van Lede For For Management 1.9 Elect Director Joan D. Manley For For Management 1.10 Elect Director C. Steven McMillan For For Management 1.11 Elect Director Sir Ian Prosser For For Management 1.12 Elect Director Rozanne L. Ridgway For For Management 1.13 Elect Director Richard L. Thomas For For Management 2 Ratify Auditors For For Management 3 Report on Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- 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 1.1 Elect Director Gilbert F. Amelio For For Management 1.2 Elect Director August A. Busch III For For Management 1.3 Elect Director Martin K. Eby, Jr. For For Management 1.4 Elect Director James A. Henderson For For Management 1.5 Elect Director Charles F. Knight For For Management 1.6 Elect Director Lynn M. Martin For For Management 1.7 Elect Director John B. McCoy For For Management 1.8 Elect Director Mary S. Metz For For Management 1.9 Elect Director Toni Rembe For For Management 1.10 Elect Director S. Donley Ritchey For For Management 1.11 Elect Director Joyce M. Roche For For Management 1.12 Elect Director Laura D'Andrea Tyson For For Management 1.13 Elect Director Patricia P. Upton For For Management 1.14 Elect Director Edward E. Whitacre, Jr For For Management 2 Ratify Auditors For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Report on Political Contributions Against Against Shareholder 5 Report on Executive Compensation Against Against Shareholder 6 Performance- Based/Indexed Options Against Against Shareholder 7 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- SMURFIT - STONE CONTAINER CORP. Ticker: SSCC Security ID: 832727101 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Boris For For Management 1.2 Elect Director Connie K. Duckworth For For Management 1.3 Elect Director Alan E. Goldberg For For Management 1.4 Elect Director William T. Lynch, Jr. For For Management 1.5 Elect Director Patrick J. Moore For For Management 1.6 Elect Director James J. O'Connor For For Management 1.7 Elect Director Jerry K. Pearlman For For Management 1.8 Elect Director Thomas A. Reynolds, III For For Management 1.9 Elect Director Eugene C. Sit For For Management 1.10 Elect Director William D. Smithburg For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SPX CORP. Ticker: SPW Security ID: 784635104 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Kermit Campbell For For Management 1.2 Elect Director Emerson U. Fullwood For For Management 1.3 Elect Director Michael J. Mancuso For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ST. PAUL TRAVELERS COMPANIES, INC., THE Ticker: STA Security ID: 792860108 Meeting Date: JUL 28, 2004 Meeting Type: Annual Record Date: JUN 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard P. Berkowitz For For Management 1.2 Elect Director Kenneth J. Bialkin For For Management 1.3 Elect Director Carolyn H. Byrd For For Management 1.4 Elect Director John H. Dasburg For For Management 1.5 Elect Director Leslie B. Disharoon For For Management 1.6 Elect Director Janet M. Dolan For For Management 1.7 Elect Director Kenneth M. Duberstein For For Management 1.8 Elect Director Jay S. Fishman For For Management 1.9 Elect Director Lawrence G. Graev For For Management 1.10 Elect Director Meryl D. Hartzband For For Management 1.11 Elect Director Thomas R. Hodgson For For Management 1.12 Elect Director William H. Kling For For Management 1.13 Elect Director James A. Lawrence For For Management 1.14 Elect Director Robert I. Lipp For For Management 1.15 Elect Director Blythe J. McGarvie For For Management 1.16 Elect Director Glen D. Nelson, M.D. For For Management 1.17 Elect Director Clarence Otis, Jr. For For Management 1.18 Elect Director Jeffrey M. Peek For For Management 1.19 Elect Director Nancy A. Roseman For For Management 1.20 Elect Director Charles W. Scharf For For Management 1.21 Elect Director Gordon M. Sprenger For For Management 1.22 Elect Director Frank J. Tasco For For Management 1.23 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- 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 1.1 Elect Director Thomas C. Farnsworth Jr. For For Management 1.2 Elect Director Patricia C. Frist For For Management 1.3 Elect Director Blake P. Garrett, Jr. For For Management 1.4 Elect Director L. Philip Humann For For Management 1.5 Elect Director M. Douglas Ivester For For Management 1.6 Elect Director Karen Hastie Williams For For Management 1.7 Elect Director Phail Wynn, Jr. For For Management 1.8 Elect Director Thomas M. Garrott, III For For Management 1.9 Elect Director E. Neville Isdell For For Management 2 Ratify Auditors For For Management 3 Approve Management Incentive Plan For For Management 4 Approve Performance Unit Plan For For Management - -------------------------------------------------------------------------------- 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 For Management - -------------------------------------------------------------------------------- SYMANTEC CORP. Ticker: SYMC Security ID: 871503108 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 Increase Authorized Common Stock For For Management 3 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- SYNGENTA AG Ticker: Security ID: CH0011037469 Meeting Date: APR 26, 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 Omission For Did Not Management of Dividends Vote 4 Approve CHF 51.4 Million Reduction in For Did Not Management Share Capital via Cancellation of Vote Repurchased Shares 5 Approve CHF 287.1 Million Reduction in For Did Not Management Share Capital via Repayment of CHF 2.70 Vote Nominal Value to Shareholders 6.1 Reelect Martin Taylor as Director For Did Not Management Vote 6.2 Reelect Peter Thompson as Director For Did Not Management Vote 6.3 Reelect Rolf Watter as Director For Did Not Management Vote 6.4 Reelect Felix Weber as Director For Did Not Management Vote 6.5 Elect Jacques Vincent as Director For Did Not Management Vote 7 Ratify Ernst & Young AG as Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- TENET HEALTHCARE CORP. Ticker: THC Security ID: 88033G100 Meeting Date: MAY 26, 2005 Meeting Type: Annual Record Date: APR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Trevor Fetter For For Management 1.2 Elect Director Brenda J. Gaines For For Management 1.3 Elect Director Karen M. Garrison For For Management 1.4 Elect Director Edward A. Kangas For For Management 1.5 Elect Director J. Robert Kerrey For For Management 1.6 Elect Director Floyd D. Loop, M.D. For For Management 1.7 Elect Director Richard R. Pettingill For For Management 1.8 Elect Director James A. Unruh For For Management 1.9 Elect Director J. McDonald Williams For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Stephen F. Bollenbach For For Management 1.3 Elect Director Stephen M. Case For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Jessica P. Einhorn For For Management 1.7 Elect Director Miles R. Gilburne For For Management 1.8 Elect Director Carla A. Hills For For Management 1.9 Elect Director Reuben Mark For For Management 1.10 Elect Director Michael A. Miles For For Management 1.11 Elect Director Kenneth J. Novack For For Management 1.12 Elect Director Richard D. Parsons For For Management 1.13 Elect Director R. E. Turner For For Management 1.14 Elect Director Francis T. Vincent, Jr For For Management 1.15 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- TOYOTA MOTOR CORP. Ticker: TM Security ID: JP3633400001 Meeting Date: JUN 23, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, Including For For Management the Following Dividends: Interim JY 25, Final JY 40, Special JY 0 2.1 Elect Director For For Management 2.2 Elect Director For For Management 2.3 Elect Director For For Management 2.4 Elect Director For For Management 2.5 Elect Director For For Management 2.6 Elect Director For For Management 2.7 Elect Director For For Management 2.8 Elect Director For For Management 2.9 Elect Director For For Management 2.10 Elect Director For For Management 2.11 Elect Director For For Management 2.12 Elect Director For For Management 2.13 Elect Director For For Management 2.14 Elect Director For For Management 2.15 Elect Director For For Management 2.16 Elect Director For For Management 2.17 Elect Director For For Management 2.18 Elect Director For For Management 2.19 Elect Director For For Management 2.20 Elect Director For For Management 2.21 Elect Director For For Management 2.22 Elect Director For For Management 2.23 Elect Director For For Management 2.24 Elect Director For For Management 2.25 Elect Director For For Management 2.26 Elect Director For For Management 3 Appoint Internal Statutory Auditor For Against Management 4 Approve Executive Stock Option Plan For For Management 5 Authorize Share Repurchase Program For For Management 6 Approve Retirement Bonuses for Directors For For Management 7 Amend Articles of Incorporation to Against Against Shareholder Require Disclosure of Individual Compensation Levels of Directors and Statutory Auditors 8 Amend Articles of Incorporation to Against Against Shareholder Require Reporting of Contributions to Political Parties and Political Fundraising Organizations - -------------------------------------------------------------------------------- TRIBUNE CO. Ticker: TRB Security ID: 896047107 Meeting Date: MAY 18, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger Goodan For For Management 1.2 Elect Director Enrique Hernandez, Jr. For For Management 1.3 Elect Director J. Christopher Reyes For For Management 1.4 Elect Director Dudley S. Taft For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TXU CORP. Ticker: TXU Security ID: 873168108 Meeting Date: MAY 20, 2005 Meeting Type: Annual Record Date: MAR 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Derek C. Bonham For For Management 1.2 Elect Director E. Gail de Planque For For Management 1.3 Elect Director William M. Griffin For For Management 1.4 Elect Director Kerney Laday For For Management 1.5 Elect Director Jack E. Little For For Management 1.6 Elect Director Erle Nye For For Management 1.7 Elect Director J.E. Oesterreicher For For Management 1.8 Elect Director Michael W. Ranger For For Management 1.9 Elect Director Herbert H. Richardson For For Management 1.10 Elect Director C. John Wilder For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- U.S. 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 1.1 Elect Director Joel W. Johnson For For Management 1.2 Elect Director David B. O'Maley For For Management 1.3 Elect Director O'Dell M. Owens Md, Mph For For Management 1.4 Elect Director Craig D. Schnuck For Withhold Management 1.5 Elect Director Warren R. Staley For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Performance- Based/Indexed Options Against Against Shareholder 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- UNION PACIFIC CORP. Ticker: UNP Security ID: 907818108 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: FEB 25, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip F. Anschutz For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director Richard K. Davidson For For Management 1.4 Elect Director Thomas J. Donohue For For Management 1.5 Elect Director Archie W. Dunham For For Management 1.6 Elect Director Spencer F. Eccles For For Management 1.7 Elect Director Judith Richards Hope For For Management 1.8 Elect Director Michael W. McConnell For For Management 1.9 Elect Director Steven R. Rogel For For Management 1.10 Elect Director James R. Young For For Management 1.11 Elect Director Ernesto Zedillo Ponce de For For Management Leon 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- UNOCAL CORP. Ticker: UCL Security ID: 915289102 Meeting Date: MAY 23, 2005 Meeting Type: Annual Record Date: APR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig Arnold For For Management 1.2 Elect Director James W. Crownover For For Management 1.3 Elect Director Donald B. Rice For For Management 1.4 Elect Director Mark A. Suwyn For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 5, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For Withhold Management 1.6 Elect Director Thomas H. O' Brien For For Management 1.7 Elect Director Hugh B. Price 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. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Require a Majority Vote for the Election Against Against Shareholder of Directors 5 Require Majority of Independent Directors Against Against Shareholder on Board 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Amend Director/Officer Against Against Shareholder Liability/Indemnifications Provisions 8 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- XEROX CORP. Ticker: XRX Security ID: 984121103 Meeting Date: MAY 19, 2005 Meeting Type: Annual Record Date: MAR 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glenn A. Britt For For Management 1.2 Elect Director Richard J. Harrington For For Management 1.3 Elect Director William Curt Hunter For For Management 1.4 Elect Director Vernon E. Jordan, Jr. For For Management 1.5 Elect Director Hilmar Kopper For For Management 1.6 Elect Director Ralph S. Larsen For For Management 1.7 Elect Director Robert A. McDonald For For Management 1.8 Elect Director Anne M. Mulcahy For For Management 1.9 Elect Director N.J. Nicholas, Jr. For For Management 1.10 Elect Director Ann N. Reese For For Management 1.11 Elect Director Stephen Robert For For Management 2 Ratify Auditors For For Management ========== 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: TOTAL RETURN VARIABLE ACCOUNT -------------------------------- 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.