UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

                  Investment Company Act file number 811-01539

      The Travelers Growth and Income Stock Account for Variable Annuities
               (Exact name of registrant as specified in charter)

                                  ONE CITYPLACE
                               Hartford, CT 06103
             (Address of principal executive offices)    (Zip code)

                             JAMES L. LIPSCOMB, ESQ.
                                  METLIFE, INC.
                                 200 PARK AVENUE
                            New York, New York 10166
                     (Name and address of agent for service)

        Registrant's telephone number, including area code: 617-578-3104

                         Date of fiscal year end: 12/31

                Date of reporting period: 07/01/2004 - 06/30/2005




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

ICA File Number: 811-01539
Reporting Period: 07/01/2004 - 06/30/2005
Travelers Growth and Income Stock Account for Variable Annuities









============ TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ============
============                       ANNUITIES                        ============


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


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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   For        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


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ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Evan G. Greenberg         For       For        Management
1.2   Elect  Director John A. Krol              For       For        Management
2     Ratify Auditors                           For       For        Management


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol Mills               For       For        Management
1.2   Elect  Director Colleen M. Pouliot        For       For        Management
1.3   Elect  Director Robert Sedgewick          For       For        Management
1.4   Elect  Director John E. Warnock           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Expense Stock Options                     Against   For        Shareholder
5     Review/Limit Executive Compensation       Against   For        Shareholder
6     Ratify Auditors                           For       For        Management


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ADVANCED MICRO DEVICES, INC.

Ticker:       AMD            Security ID:  007903107
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hector de. J. Ruiz         For       For        Management
1.2   Elect Director W. Michael Barnes          For       For        Management
1.3   Elect Director Bruce L. Claflin           For       For        Management
1.4   Elect Director H. Paulett Eberhart        For       For        Management
1.5   Elect Director David J. Edmondson         For       For        Management
1.6   Elect Director Robert B. Palmer           For       For        Management
1.7   Elect Director Leonard M. Silverman       For       For        Management
1.8   Elect Director Morton L. Topfer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Expense Stock Options                     Against   For        Shareholder




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AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul T. Hanrahan           For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect DirectorJohn H. McArthur            For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
1.11  Elect Director Roger W. Sant              For       For        Management
2     Ratify Auditors                           For       For        Management


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AETNA INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Betsy Z. Cohen             For       For        Management
1.2   Elect Director Barbara Hackman Franklin   For       For        Management
1.3   Elect Director Jeffrey E. Garten          For       For        Management
1.4   Elect Director Earl G. Graves             For       For        Management
1.5   Elect Director Gerald Greenwald           For       For        Management
1.6   Elect Director Ellen M. Hancock           For       For        Management
1.7   Elect Director Michael H. Jordan          For       For        Management
1.8   Elect Director Edward J. Ludwig           For       For        Management
1.9   Elect Director Joseph P. Newhouse         For       For        Management
1.10  Elect Director John W. Rowe, M.D.         For       For        Management
1.11  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Restore or Provide for Cumulative Voting  Against   For        Shareholder
6     Expense Stock Options                     Against   For        Shareholder


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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


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  JAN 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph T. Gorman           For       For        Management
1.2   Elect Director Klaus Kleinfeld            For       For        Management
2     Ratify Auditors                           For       For        Management


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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   For        Shareholder


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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


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AMBAC FINANCIAL GROUP, INC.

Ticker:       ABK            Security ID:  023139108
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip B. Lassiter        For       For        Management
1.2   Elect Director Michael A. Callen          For       For        Management
1.3   Elect Director Jill M. Considine          For       For        Management
1.4   Elect Director Robert J. Genader          For       For        Management
1.5   Elect Director  W. Grant Gregory          For       For        Management
1.6   Elect Director Thomas C. Theobald         For       For        Management
1.7   Elect Director  Laura S. Unger            For       For        Management
1.8   Elect Director Henry D.G. Wallace         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.R. Brooks               For       Withhold   Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Michael G. Morris         For       For        Management
1.8   Elect  Director Lionel L. Nowell III      For       For        Management




1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Submit Executive Retirement Plan to       Against   For        Shareholder
      Shareholder Vote


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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


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AMERISOURCEBERGEN CORP

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rodney H. Brady           For       For        Management
1.2   Elect  Director Charles H. Cotros         For       For        Management
1.3   Elect  Director Jane E. Henney, M.D.      For       For        Management
1.4   Elect  Director R. David Yost             For       For        Management
2     Ratify Auditors                           For       For        Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. David Baltimore       For       For        Management
1.2   Elect  Director Ms. Judith C. Pelham      For       For        Management
1.3   Elect  Director Mr. Kevin W. Sharer       For       For        Management




2     Ratify Auditors                           For       For        Management
3     Eliminate Animal Testing                  Against   Against    Shareholder
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Adopt Retention Ratio for Executives      Against   For        Shareholder


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ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John R. Butler             For       For        Management
1.2   Elect Director Preston M. Geren III       For       For        Management
1.3   Elect Director John R. Gordon             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder


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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   For        Shareholder


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ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 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 Joyce M. Roche            For       For        Management
1.4   Elect  Director Henry Hugh Shelton        For       For        Management
1.5   Elect  Director Patrick T. Stokes         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


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AON CORP.

Ticker:       AOC            Security ID:  037389103




Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick G. Ryan            For       For        Management
1.2   Elect Director Gregory C. Case            For       For        Management
1.3   Elect Director Edgar D. Jannotta          For       For        Management
1.4   Elect Director Jan Kalff                  For       For        Management
1.5   Elect Director Lester B. Knight           For       For        Management
1.6   Elect Director J. Michael Losh            For       For        Management
1.7   Elect Director R. Eden Martin             For       For        Management
1.8   Elect Director Andrew J. McKenna          For       For        Management
1.9   Elect Director Robert S. Morrison         For       For        Management
1.10  Elect Director Richard C. Notebaert       For       For        Management
1.11  Elect Director John W. Rogers, Jr.        For       For        Management
1.12  Elect Director Gloria Santona             For       For        Management
1.13  Elect Director Carolyn Y. Woo             For       For        Management
2     Ratify Auditors                           For       For        Management


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APPLE COMPUTER, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred D. Anderson          For       For        Management
1.2   Elect  Director William V. Campbell       For       For        Management
1.3   Elect  Director Millard S. Drexler        For       For        Management
1.4   Elect  Director Albert A. Gore, Jr.       For       For        Management
1.5   Elect  Director Steven P. Jobs            For       For        Management
1.6   Elect  Director Arthur D. Levinson        For       For        Management
1.7   Elect  Director Jerome B. York            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management
6     Performance- Based/Indexed Options        Against   For        Shareholder


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ARCHER-DANIELS-MIDLAND COMPANY

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

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




3     Approve Employee Stock Purchase Plan      For       For        Management
4     Report on Genetically Engineered Products Against   Against    Shareholder


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AT&T CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director William F. Aldinger        For       For        Management
3.2   Elect Director Kenneth T. Derr            For       For        Management
3.3   Elect Director D.W. Dorman                For       For        Management
3.4   Elect Director M.K. Eickhoff-Smith        For       For        Management
3.5   Elect Director H.L. Henkel                For       For        Management
3.6   Elect Director F.C. Herringer             For       For        Management
3.7   Elect Director Jon C. Madonna             For       For        Management
3.8   Elect Director Donald F. McHenry          For       For        Management
3.9   Elect Director Tony L. White              For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Awards to Executives                Against   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Report on Executive Compensation          Against   Against    Shareholder
8     Redeem or Vote Poison Pill                Against   For        Shareholder
9     Review Executive Compensation             Against   For        Shareholder
10    Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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AUTODESK, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director Mark A. Bertelsen         For       For        Management
1.3   Elect  Director Crawford W. Beveridge     For       For        Management
1.4   Elect  Director J. Hallam Dawson          For       For        Management
1.5   Elect  Director Michael J. Fister         For       For        Management
1.6   Elect  Director Per-Kristian Halvorsen    For       For        Management
1.7   Elect  Director Steven L. Scheid          For       For        Management
1.8   Elect  Director Mary Alice Taylor         For       For        Management
1.9   Elect  Director Larry W. Wangberg         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Increase in Common Stock and a    For       For        Management
      Stock Split
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


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

AUTOZONE, INC.




Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 16, 2004   Meeting Type: Annual
Record Date:  OCT 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles M. Elson          For       For        Management
1.2   Elect  Director Earl G. Graves, Jr.       For       For        Management
1.3   Elect  Director N. Gerry House            For       For        Management
1.4   Elect  Director J.R. Hyde, III            For       For        Management
1.5   Elect  Director Edward S. Lampert         For       For        Management
1.6   Elect  Director W. Andrew Mckenna         For       For        Management
1.7   Elect  Director Steve Odland              For       For        Management
1.8   Elect  Director James J. Postl            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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AVERY DENNISON CORP.

Ticker:       AVY            Security ID:  053611109
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter K. Barker           For       For        Management
1.2   Elect  Director Richard M. Ferry          For       For        Management
1.3   Elect  Director Kent Kresa                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry D. Brady             For       For        Management
1.2   Elect Director Clarence P. Cazalot, Jr.   For       For        Management
1.3   Elect Director Anthony G. Fernandes       For       For        Management
1.4   Elect Director J. Larry Nichols           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Act on Shareholder Resolutions that       Against   For        Shareholder
      Receive Majority Support


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

BALL CORP.

Ticker:       BLL            Security ID:  058498106
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George M. Smart            For       For        Management
1.2   Elect Director Theodore M. Solso          For       For        Management




1.3   Elect Director Stuart A. Taylor           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Bundled Compensation Plans        For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Declassify the Board of Directors         Against   For        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


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

BEAR STEARNS COMPANIES INC., THE

Ticker:       BSC            Security ID:  073902108
Meeting Date: APR 7, 2005    Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Cayne             For       For        Management
1.2   Elect Director Henry S. Bienen            For       For        Management
1.3   Elect Director Carl D. Glickman           For       For        Management
1.4   Elect Director Alan C. Greenberg          For       For        Management
1.5   Elect Director Donald J. Harrington       For       For        Management
1.6   Elect Director Frank T. Nickell           For       For        Management
1.7   Elect Director Paul A. Novelly            For       For        Management
1.8   Elect Director Frederic V. Salerno        For       For        Management
1.9   Elect Director Alan D. Schwartz           For       For        Management
1.10  Elect Director Warren J. Spector          For       For        Management
1.11  Elect Director Vincent Tese               For       For        Management
1.12  Elect Director Wesley S. Williams Jr.     For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management




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

BECTON, DICKINSON AND COMPANY

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

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


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

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 25, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director Reuben V. Anderson         For       For        Management
1.3   Elect Director James H. Blanchard         For       For        Management
1.4   Elect Director J. Hyatt Brown             For       For        Management
1.5   Elect Director Armando M. Codina          For       For        Management
1.6   Elect Director Kathleen F. Feldstein      For       For        Management
1.7   Elect Director James P. Kelly             For       For        Management
1.8   Elect Director Leo F. Mullin              For       For        Management
1.9   Elect Director William S. Stavropoulos    For       For        Management
1.10  Elect Director Robin B. Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Political Contributions                   Against   Against    Shareholder


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

BIOGEN IDEC, INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 3, 2005    Meeting Type: Annual
Record Date:  APR 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas F. Keller           For       For        Management
1.2   Elect Director William H. Rastetter       For       For        Management
1.3   Elect Director Lynn Schenk                For       For        Management
1.4   Elect Director Philip A. Sharp            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

BLACK & DECKER CORP., THE




Ticker:       BDK            Security ID:  091797100
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Norman R. Augustine       For       For        Management
1.3   Elect  Director Barbara L. Bowles         For       For        Management
1.4   Elect  Director M. Anthony Burns          For       For        Management
1.5   Elect  Director Kim B. Clark              For       For        Management
1.6   Elect  Director Manuel A. Fernandez       For       For        Management
1.7   Elect  Director Benjamin H. Griswold, IV  For       For        Management
1.8   Elect  Director Anthony Luiso             For       For        Management
1.9   Elect  Director Mark H. Willes            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Performance- Based/Indexed Options        Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder


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

BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: AUG 24, 2004   Meeting Type: Annual
Record Date:  JUL 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director B. Garland Cupp           For       For        Management
1.2   Elect  Director Robert E. Beauchamp       For       For        Management
1.3   Elect  Director Jon E. Barfield           For       For        Management
1.4   Elect  Director John W. Barter            For       For        Management
1.5   Elect  Director Meldon K. Gafner          For       For        Management
1.6   Elect  Director Lew W. Gray               For       For        Management
1.7   Elect  Director Kathleen A. O'Neil        For       For        Management
1.8   Elect  Director George F. Raymond         For       For        Management
1.9   Elect  Director Tom C. Tinsley            For       For        Management
2     Ratify Auditors                           For       For        Management


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

BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kenneth M. Duberstein      For       Withhold   Management
1.2   Elect Director W. James McNerney, Jr.     For       Withhold   Management
1.3   Elect Director Lewis E. Platt             For       Withhold   Management
1.4   Elect Director Mike S. Zafirovski         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Human Rights Policy                 Against   For        Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Report on Political Contributions         Against   Against    Shareholder
6     Declassify the Board of Directors         Against   For        Shareholder
7     Adopt Simple Majority Vote Requirement    Against   For        Shareholder




8     Establish Other Board Committee           Against   For        Shareholder
9     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

BORDERS GROUP, INC.

Ticker:       BGP            Security ID:  099709107
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joel J. Cohen             For       For        Management
1.2   Elect  Director Gregory P. Josefowicz     For       For        Management
1.3   Elect  Director Amy B. Lane               For       For        Management
1.4   Elect  Director Victor L. Lund            For       For        Management
1.5   Elect  Director Dr. Edna Greene Medford   For       For        Management
1.6   Elect  Director Lawrence I. Pollock       For       For        Management
1.7   Elect  Director Beth M. Pritchard         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           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   For        Shareholder
      of Directors


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

BRISTOL-MYERS SQUIBB CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director V.D. Coffman               For       For        Management
1.2   Elect Director J.M. Cornelius             For       For        Management
1.3   Elect Director P.R. Dolan                 For       For        Management
1.4   Elect Director E.V. Futter                For       For        Management
1.5   Elect Director L.V. Gershtner, Jr.        For       For        Management
1.6   Elect Director L. Johansson               For       For        Management
1.7   Elect Director L.W. Sullivan              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles to Eliminate Certain       For       For        Management
      Supermajority Vote Requirements
4     Report on Political Contributions         Against   Against    Shareholder
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder




      TB, and Malaria Pandemic
6     Eliminate Animal Testing                  Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Proposal Regarding Restatement Situations Against   Against    Shareholder
9     Limit/Prohibit Awards to Executives       Against   For        Shareholder
10    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

BURLINGTON RESOURCES INC.

Ticker:       BR             Security ID:  122014103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B.T. Alexander             For       For        Management
1.2   Elect Director R.V. Anderson              For       For        Management
1.3   Elect Director L.I. Grant                 For       For        Management
1.4   Elect Director R.J. Harding               For       For        Management
1.5   Elect Director J.T. LaMacchia             For       For        Management
1.6   Elect Director R.L. Limbacher             For       For        Management
1.7   Elect Director J.F. McDonald              For       For        Management
1.8   Elect Director K.W. Orce                  For       For        Management
1.9   Elect Director D.M. Roberts               For       For        Management
1.10  Elect Director J.A. Runde                 For       For        Management
1.11  Elect Director J.F. Schwarz               For       For        Management
1.12  Elect Director W. Scott, Jr.              For       For        Management
1.13  Elect Director B.S. Shackouls             For       For        Management
1.14  Elect Director S.J. Shapiro               For       For        Management
1.15  Elect Director W.E. Wade, Jr              For       For        Management
2     Ratify Auditors                           For       For        Management


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

CAPITAL ONE FINANCIAL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick W. Gross           For       For        Management
1.2   Elect Director Ann Fritz Hackett          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Pay Disparity                   Against   Against    Shareholder


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

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: DEC 8, 2004    Meeting Type: Annual
Record Date:  OCT 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George H. Conrades        For       For        Management




1.2   Elect  Director Robert L. Gerbig          For       For        Management
1.3   Elect  Director Richard C. Notebaert      For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edwin M. Crawford          For       For        Management
1.2   Elect Director Kristen Gibney Williams    For       For        Management
1.3   Elect Director Edward L. Hardin           For       For        Management
2     Report on Political Contributions         Against   Against    Shareholder


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

CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 13, 2005   Meeting Type: Annual
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Richard J. Glasier        For       For        Management
1.8   Elect  Director Baroness Hogg             For       For        Management
1.9   Elect  Director A. Kirk Lanterman         For       For        Management
1.10  Elect  Director Modesto A. Maidique       For       For        Management
1.11  Elect  Director John P. Mcnulty           For       For        Management
1.12  Elect  Director Sir John Parker           For       For        Management
1.13  Elect  Director Peter G. Ratcliffe        For       For        Management
1.14  Elect  Director Stuart Subotnick          For       For        Management
1.15  Elect  Director Uzi Zucker                For       For        Management
2     TO APPROVE THE AMENDED AND RESTATED       For       For        Management
      CARNIVAL CORPORATION 2001 OUTSIDE
      DIRECTOR STOCK PLAN.
3     TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For       For        Management
      SHARE PLAN.
4     TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For       For        Management
      STOCK PURCHASE PLAN.
5     Ratify Auditors                           For       For        Management
6     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE THE REMUNERATION OF
      THE INDEPENDENT AUDITORS.
7     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED
      NOVEMBER 30, 2004.
8     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
9     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.




10    TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
11    TO APPROVE A GENERAL AUTHORITY FOR        For       For        Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.


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

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)


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

CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Virginia Boulet            For       For        Management
1.2   Elect Director Calvin Czeschin            For       For        Management
1.3   Elect Director James B. Gardner           For       For        Management
1.4   Elect Director Gregory J. McCray          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management


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

CHEVRON CORP

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




#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       For        Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director Sam Nunn                  For       For        Management
1.8   Elect  Director David J. O'Reilly         For       For        Management
1.9   Elect  Director Peter J. Robertson        For       For        Management
1.10  Elect  Director Charles R. Shoemate       For       For        Management
1.11  Elect  Director Ronald D. Sugar           For       For        Management
1.12  Elect  Director Carl  Ware                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Expense Stock Options                     Against   For        Shareholder
6     Eliminate Animal Testing                  Against   Against    Shareholder
7     Report on Drilling in Protected Areas     Against   Against    Shareholder
8     Report on Remediation Programs in Ecuador Against   Against    Shareholder


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

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


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

CIGNA CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter N. Larson            For       For        Management
1.2   Elect Director Carol Cox Wait             For       For        Management
1.3   Elect Director William D. Zollars         For       For        Management
1.4   Elect Director Marilyn Ware               For       For        Management
2     Ratify Auditors                           For       For        Management




3     Approve Omnibus Stock Plan                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


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

CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey M. Peek           For       For        Management
1.2   Elect  Director Gary C. Butler            For       For        Management
1.3   Elect  Director William A. Farlinger      For       For        Management
1.4   Elect  Director William M. Freeman        For       For        Management
1.5   Elect  Director Hon. Thomas H. Kean       For       For        Management
1.6   Elect  Director Marianne Miller Parrs     For       For        Management
1.7   Elect Director Timothy M. Ring            For       For        Management
1.8   Elect  Director John R. Ryan              For       For        Management
1.9   Elect  Director Peter J. Tobin            For       For        Management
1.10  Elect  Director Lois M. Van Deusen        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       For        Management


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

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert A. Allen          For       For        Management
1.2   Elect  Director Ronald W. Allen           For       For        Management
1.3   Elect  Director Cathleen P. Black         For       For        Management




1.4   Elect  Director Warren E. Buffett         For       For        Management
1.5   Elect  Director Barry Diller              For       For        Management
1.6   Elect  Director E. Neville Isdell         For       For        Management
1.7   Elect  Director Donald R. Keough          For       For        Management
1.8   Elect  Director Maria Elena Lagomasino    For       For        Management
1.9   Elect  Director Donald F. McHenry         For       For        Management
1.10  Elect  Director Sam Nunn                  For       For        Management
1.11  Elect  Director J. Pedro Reinhard         For       For        Management
1.12  Elect  Director James D. Robinson III     For       For        Management
1.13  Elect  Director Peter V. Ueberroth        For       For        Management
1.14  Elect  Director James B. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Review Labor Rights in Columbia           Against   Against    Shareholder
4     Performance- Based/Indexed Options        Against   For        Shareholder
5     Submit Severance Agreement to Shareholder Against   For        Shareholder
      Vote


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

COCA-COLA ENTERPRISES INC.

Ticker:       CCE            Security ID:  191219104
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fernando Aguirre           For       For        Management
1.2   Elect Director James E. Copeland, Jr.     For       For        Management
1.3   Elect Director Irial Finan                For       For        Management
1.4   Elect Director Summerfield K. Johnston,   For       For        Management
      III
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   For        Shareholder
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Amendment of Governance Documents to      Against   For        Shareholder
      Require Election of Directors by Majority
      Vote
7     Performance and Time-Based Restricted     Against   Against    Shareholder
      Share Grant Program for Senior Executives


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

COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jill K. Conway             For       For        Management
1.2   Elect Director Ronald E. Ferguson         For       For        Management
1.3   Elect Director Ellen M. Hancock           For       For        Management
1.4   Elect Director David W. Johnson           For       For        Management
1.5   Elect Director Richard J. Kogan           For       For        Management
1.6   Elect Director Delano E. Lewis            For       For        Management
1.7   Elect Director Reuben Mark                For       For        Management
1.8   Elect Director Elizabeth A. Monrad        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Approve Non-Employee Director Stock       For       For        Management




      Option Plan
5     Review/Limit Executive Compensation       Against   Against    Shareholder


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: JUN 1, 2005    Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       For        Management
1.2   Elect  Director Kenneth J. Bacon          For       For        Management
1.3   Elect  Director Sheldon M. Bonovitz       For       For        Management
1.4   Elect  Director Edward D. Breen           For       For        Management
1.5   Elect  Director Julian A. Brodsky         For       For        Management
1.6   Elect  Director Joseph L. Castle, II      For       For        Management
1.7   Elect  Director Joseph J. Collins         For       For        Management
1.8   Elect  Director J. Michael Cook           For       For        Management
1.9   Elect  Director Brian L. Roberts          For       For        Management
1.10  Elect  Director Ralph J. Roberts          For       For        Management
1.11  Elect  Director Dr. Judith Rodin          For       For        Management
1.12  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Approve Recapitalization Plan             Against   Against    Shareholder


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

COMERICA INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph J. Buttigieg, III  For       For        Management
1.2   Elect  Director J. Philip DiNapoli        For       For        Management
1.3   Elect  Director Roger Fridholm            For       For        Management
1.4   Elect  Director Alfred A. Piergallini     For       For        Management
1.5   Elect  Director Patricia M. Wallington    For       For        Management
1.6   Elect  Director Gail L. Warden            For       For        Management
2     Ratify Auditors                           For       For        Management


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: JUN 16, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kobi Alexander            For       For        Management
1.2   Elect  Director Raz Alon                  For       For        Management




1.3   Elect  Director Itsik Danziger            For       For        Management
1.4   Elect  Director John H. Friedman          For       For        Management
1.5   Elect  Director Ron Hiram                 For       For        Management
1.6   Elect  Director Sam Oolie                 For       For        Management
1.7   Elect  Director William F. Sorin          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

CONOCOPHILLIPS

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   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   For        Shareholder
      of Directors


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

CONSTELLATION ENERGY GROUP, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Yves C. de Balmann        For       For        Management
1.2   Elect  Director Freeman A. Hrabowski, III For       For        Management
1.3   Elect  Director Nancy Lampton             For       For        Management
1.4   Elect  Director Lynn M. Martin            For       For        Management
2     Ratify Auditors                           For       For        Management


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

CORNING INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       For        Management
1.2   Elect Director Gordon Gund                For       For        Management
1.3   Elect Director John M. Hennessy           For       For        Management
1.4   Elect Director H. Onno Ruding             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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




COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 27, 2005   Meeting Type: Annual
Record Date:  DEC 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard D. Dicerchio      For       For        Management
1.2   Elect  Director Richard M. Libenson       For       For        Management
1.3   Elect  Director John W. Meisenbach        For       For        Management
1.4   Elect  Director Charles T. Munger         For       For        Management
1.5   Elect  Director Susan L. Decker           For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Adopt Vendor Standards                    Against   Against    Shareholder
4     Develop Land Procurement Policy           Against   Against    Shareholder
5     Ratify Auditors                           For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: AUG 17, 2004   Meeting Type: Special
Record Date:  JUL 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

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


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

CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Don Cornwell            For       For        Management
1.2   Elect Director Thomas P. Gerrity          For       For        Management
1.3   Elect Director Stanley P. Goldstein       For       For        Management
1.4   Elect Director Marian L. Heard            For       For        Management
1.5   Elect Director William H. Joyce           For       For        Management
1.6   Elect Director Terrence Murray            For       For        Management
1.7   Elect Director Sheli Z. Rosenberg         For       For        Management




1.8   Elect Director Thomas M. Ryan             For       For        Management
1.9   Elect Director Alfred J. Verrecchia       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Review/Limit Executive Compensation       Against   Against    Shareholder


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

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Lawrence Culp, Jr.      For       For        Management
1.2   Elect Director Mitchell P. Rales          For       For        Management
1.3   Elect Director A. Emmet Stephenson, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 16, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald J. Carty           For       For        Management
1.2   Elect  Director Michael S. Dell           For       For        Management
1.3   Elect  Director William H. Gray, III      For       For        Management
1.4   Elect  Director Judy C. Lewent            For       For        Management
1.5   Elect  Director Thomas W. Luce, III       For       For        Management
1.6   Elect  Director Klaus S. Luft             For       For        Management
1.7   Elect  Director Alex J. Mandl             For       For        Management
1.8   Elect  Director Michael A. Miles          For       For        Management
1.9   Elect  Director Samuel A. Nunn, Jr.       For       For        Management
1.10  Elect  Director Kevin B. Rollins          For       For        Management




2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

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   For        Shareholder
      of Directors


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

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*TRADE FINANCIAL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mitchell H. Caplan         For       For        Management
1.2   Elect Director C. Cathleen Raffaeli       For       For        Management
1.3   Elect Director Daryl G. Brewster          For       For        Management
1.4   Elect Director Stephen H. Willard         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

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


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

EASTMAN KODAK CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard S. Braddock       For       For        Management
1.2   Elect  Director Daniel A. Carp            For       For        Management
1.3   Elect  Director Durk I. Jager             For       For        Management
1.4   Elect  Director Debra L. Lee              For       For        Management
1.5   Elect  Director Antonio M. Perez          For       For        Management
1.6   Elect  Director Michael J. Hawley         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
5     Declassify the Board of Directors         For       For        Management
6     Amend Articles                            For       For        Management
7     Amend Articles                            For       For        Management


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

EATON CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ned C. Lautenbach          For       For        Management
1.2   Elect Director John R. Miller             For       For        Management
1.3   Elect Director Gregory R. Page            For       For        Management
1.4   Elect Director Victor A. Pelson           For       For        Management
2     Ratify Auditors                           For       For        Management




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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred D. Anderson          For       For        Management
1.2   Elect  Director Edward W. Barnholt        For       For        Management
1.3   Elect  Director Scott D. Cook             For       For        Management
1.4   Elect  Director Robert C. Kagle           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

ECOLAB, INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 6, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas M. Baker, Jr.      For       For        Management
1.2   Elect Director Stefan Hamelmann           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Jerry W. Levin             For       For        Management
1.5   Elect Director Robert L. Lumpkins         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Ratify Auditors                           For       For        Management


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director France A. Cordova         For       For        Management
1.3   Elect  Director Thomas C. Sutton          For       For        Management
1.4   Elect  Director Bradford M. Freeman       For       For        Management
1.5   Elect  Director Bruce Karatz              For       For        Management
1.6   Elect  Director Luis G. Nogales           For       For        Management
1.7   Elect  Director Ronald L. Olson           For       For        Management
1.8   Elect  Director James M. Rosser           For       For        Management
1.9   Elect  Director Richard T. Schlosberg,    For       For        Management
      III
1.10  Elect  Director Robert H. Smith           For       For        Management




2     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 29, 2004   Meeting Type: Annual
Record Date:  JUN 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Richard Asher          For       For        Management
1.2   Elect  Director William J. Byron          For       For        Management
1.3   Elect  Director Leonard S. Coleman        For       For        Management
1.4   Elect  Director Gary M. Kusin             For       For        Management
1.5   Elect  Director Gregory B. Maffei         For       For        Management
1.6   Elect  Director Timothy Mott              For       For        Management
1.7   Elect  Director Robert W. Pittman         For       For        Management
1.8   Elect  Director Lawrence F. Probst III    For       For        Management
1.9   Elect  Director Linda J. Srere            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Articles to Consolidate Common      For       For        Management
      Stock
5     Increase Authorized Common Stock          For       For        Management
6     Ratify Auditors                           For       For        Management


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

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       For        Management
1.2   Elect  Director A.G. Gilman               For       For        Management
1.3   Elect  Director K.N. Horn                 For       For        Management
1.4   Elect  Director J. Rose                   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Review and Report on Drug Reimportation   Against   Against    Shareholder
      Policy
5     Report on Product Availability in Canada  Against   Against    Shareholder
6     Report on Political Contributions         Against   Against    Shareholder
7     Adopt Policy on Performance-based Stock   Against   For        Shareholder
      Option Grants
8     Eliminate Animal Testing                  Against   Against    Shareholder


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor




1.1   Elect Director Michael J. Cronin          For       For        Management
1.2   Elect Director W. Paul Fitzgerald         For       Withhold   Management
1.3   Elect Director Joseph M. Tucci            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Creation of an Independent Audit          Against   Against    Shareholder
      Committee


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

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   For        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   For        Shareholder
      with the Kyoto Protocol


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

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  320517105
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Simon F. Cooper            For       For        Management
1.2   Elect Director James A. Haslam, III       For       For        Management
1.3   Elect Director Mary F. Sammons            For       For        Management
2     Ratify Auditors                           For       For        Management


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




FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony J. Alexander       For       For        Management
1.2   Elect Director Russell W. Maier           For       For        Management
1.3   Elect Director Robert N. Pokelwaldt       For       For        Management
1.4   Elect Director Wes M. Taylor              For       For        Management
1.5   Elect Director Jesse T. Williams, Sr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
5     Performance- Based/Indexed Options        Against   Against    Shareholder


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

FISERV, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   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


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

FORD MOTOR COMPANY

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R.H. Bond            For       For        Management
1.2   Elect  Director Stephen G. Butler         For       For        Management
1.3   Elect  Director Kimberly A. Casiano       For       For        Management
1.4   Elect  Director Edsel B. Ford II          For       For        Management
1.5   Elect  Director William Clay Ford, Jr.    For       For        Management
1.6   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
1.7   Elect  Director Marie-Josee Kravis        For       For        Management
1.8   Elect  Director Richard A. Manoogian      For       For        Management
1.9   Elect  Director Ellen R. Marram           For       For        Management
1.10  Elect  Director Homer A. Neal             For       For        Management
1.11  Elect  Director Jorma Ollila              For       For        Management
1.12  Elect  Director James J. Padilla          For       For        Management
1.13  Elect  Director Carl E. Reichardt         For       For        Management
1.14  Elect  Director Robert E. Rubin           For       For        Management
1.15  Elect  Director John L. Thornton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure on Executive          Against   Against    Shareholder
      Compensation




4     Report on Lobbying Efforts - CAFE         Against   Against    Shareholder
      Standards
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Link Executive Compensation to Greenhouse Against   Against    Shareholder
      Gas Reduction
7     Adopt Recapitalization Plan               Against   For        Shareholder
8     Establish Other Board Committee           Against   For        Shareholder


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

FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 11, 2004   Meeting Type: Annual
Record Date:  JUN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard Solomon            For       For        Management
1.2   Elect  Director William J. Candee, III    For       For        Management
1.3   Elect  Director George S. Cohan           For       For        Management
1.4   Elect  Director Dan L. Goldwasser         For       For        Management
1.5   Elect  Director Lester B. Salans          For       For        Management
1.6   Elect  Director Kenneth E. Goodman        For       For        Management
1.7   Elect  Director Phillip M. Satow          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Ratify Auditors                           For       For        Management


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

FORTUNE BRANDS, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas C. Hays            For       For        Management
1.2   Elect  Director Pierre E. Leroy           For       For        Management
1.3   Elect  Director Gordon R. Lohman          For       For        Management
1.4   Elect  Director J. Christopher Reyes      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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

FOX ENTERTAINMENT GROUP, INC.

Ticker:       FOX            Security ID:  35138T107
Meeting Date: NOV 16, 2004   Meeting Type: Annual
Record Date:  SEP 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director K. Rupert Murdoch         For       For        Management
1.2   Elect  Director Peter Chernin             For       For        Management
1.3   Elect  Director David F. Devoe            For       For        Management
1.4   Elect  Director Arthur M. Siskind         For       For        Management
1.5   Elect  Director Lachlan K. Murdoch        For       For        Management
1.6   Elect  Director Christos M. Cotsakos      For       For        Management




1.7   Elect  Director Peter Powers              For       For        Management
2     Ratify Auditors                           For       For        Management


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

FREDDIE MAC

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

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


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis D. Boccardi         For       For        Management
1.2   Elect  Director Donna E. Shalala          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert W. Boyer          For       For        Management
1.2   Elect  Director William M. Burns          For       For        Management
1.3   Elect  Director Erich Hunziker            For       For        Management
1.4   Elect  Director Jonathan K.C. Knowles     For       For        Management
1.5   Elect  Director Arthur D. Levinson        For       For        Management
1.6   Elect  Director Charles A. Sanders        For       For        Management




2     Ratify Auditors                           For       For        Management


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

GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nicholas D. Chabraja       For       For        Management
1.2   Elect Director James S. Crown             For       For        Management
1.3   Elect Director Lester Crown               For       For        Management
1.4   Elect Director William P. Fricks          For       For        Management
1.5   Elect Director Charles H. Goodman         For       For        Management
1.6   Elect Director Jay L. Johnson             For       For        Management
1.7   Elect Director George A. Joulwan          For       For        Management
1.8   Elect Director Paul G. Kaminski           For       For        Management
1.9   Elect Director John M. Keane              For       For        Management
1.10  Elect Director Lester L. Lyles            For       For        Management
1.11  Elect Director Carl E. Mundy, Jr          For       For        Management
1.12  Elect Director Robert Walmsley            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   For        Shareholder
4     Report on Foreign Weapons Sales           Against   Against    Shareholder


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

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   For        Shareholder
4     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
5     Report on PCB Clean-up Costs              Against   For        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 MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Percy N. Barnevik         For       For        Management
1.2   Elect  Director Erskine B. Bowles         For       For        Management
1.3   Elect  Director John H. Bryan             For       For        Management
1.4   Elect  Director Armando M. Codina         For       For        Management
1.5   Elect  Director George M.C. Fisher        For       For        Management
1.6   Elect  Director Karen Katen               For       For        Management
1.7   Elect  Director Kent Kresa                For       For        Management
1.8   Elect  Director Ellen J. Kullman          For       For        Management
1.9   Elect  Director Philip A. Laskawy         For       For        Management
1.10  Elect  Director E. Stanley O'Neal         For       For        Management
1.11  Elect  Director Eckhard Pfeiffer          For       For        Management
1.12  Elect  Director G. Richard Wagoner, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Provide for Cumulative Voting             Against   For        Shareholder
5     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
6     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
7     Adopt Simple Majority Vote Requirement    Against   Against    Shareholder
      for All Issues


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

GEORGIA-PACIFIC CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James S. Balloun           For       For        Management
1.2   Elect Director Thomas D. Bell, Jr.        For       For        Management
1.3   Elect Director Jon A. Boscia              For       For        Management
1.4   Elect Director Alston D. Correll          For       For        Management
1.5   Elect Director John D. Zeglis             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Management


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director Etienne F. Davignon        For       For        Management
1.3   Elect Director James M. Denny             For       For        Management
1.4   Elect Director John C. Martin             For       For        Management




1.5   Elect Director Gordon E. Moore            For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director George P. Shultz           For       For        Management
1.8   Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Impact of HIV/AIDS, TB, and     Against   For        Shareholder
      Malaria Pandemics


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

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


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

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


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Crandall        For       For        Management
1.2   Elect  Director Kenneth T. Derr           For       For        Management
1.3   Elect  Director S. Malcolm Gillis         For       For        Management
1.4   Elect  Director W.R. Howell               For       For        Management
1.5   Elect  Director Ray L. Hunt               For       For        Management
1.6   Elect  Director David J. Lesar            For       For        Management
1.7   Elect  Director J. Landis Martin          For       For        Management
1.8   Elect  Director Jay A. Precourt           For       For        Management
1.9   Elect  Director Debra L. Reed             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder




      (Change-in-Control) to Shareholder Vote
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

HARLEY-DAVIDSON, INC.

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

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


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ramani Ayer               For       For        Management
1.2   Elect  Director Ronald E. Ferguson        For       For        Management
1.3   Elect  Director Edward J. Kelly, III      For       For        Management
1.4   Elect  Director Paul G. Kirk, Jr.         For       For        Management
1.5   Elect  Director Thomas M. Marra           For       For        Management
1.6   Elect  Director Gail J. McGovern          For       For        Management
1.7   Elect  Director Michael G. Morris         For       For        Management
1.8   Elect  Director Robert W. Selander        For       For        Management
1.9   Elect  Director Charles B. Strauss        For       For        Management
1.10  Elect  Director H. Patrick Swygert        For       For        Management
1.11  Elect  Director David K. Zwiener          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

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


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

HOME DEPOT, INC. (THE)

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       For        Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Laban P. Jackson, Jr.     For       For        Management
1.9   Elect  Director Lawrence R. Johnston      For       For        Management
1.10  Elect  Director Kenneth G. Langone        For       For        Management
1.11  Elect  Director Robert L. Nardelli        For       For        Management
1.12  Elect  Director Thomas J. Ridge           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Nomination Procedures for the Board For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Prepare Diversity Report                  Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
7     Limit Executive Compensation              Against   Against    Shareholder
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Performance- Based/Indexed Options        Against   Against    Shareholder
10    Performance- Based/Indexed Options        Against   Against    Shareholder
11    Affirm Political Nonpartisanship          Against   Against    Shareholder


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

HONEYWELL INTERNATIONAL, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marshall N. Carter        For       For        Management
1.2   Elect  Director David M. Cote             For       For        Management
1.3   Elect  Director Bradley T. Sheares        For       For        Management
1.4   Elect  Director John R. Stafford          For       For        Management
1.5   Elect  Director Michael W. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend the Certificate of Incorporation    For       For        Management
      and By-laws
5     Establish Other Board Committee           Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Performance- Based/Indexed Options        Against   Against    Shareholder




9     Approve Commonsense Executive             Against   Against    Shareholder
      Compensation Framework


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

HORMEL FOODS CORP.

Ticker:       HRL            Security ID:  440452100
Meeting Date: JAN 25, 2005   Meeting Type: Annual
Record Date:  NOV 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Allen             For       For        Management
1.2   Elect  Director John R. Block             For       For        Management
1.3   Elect  Director Jeffrey M. Ettinger       For       For        Management
1.4   Elect  Director E. Peter Gillette, Jr.    For       For        Management
1.5   Elect  Director Luella G. Goldberg        For       For        Management
1.6   Elect  Director Joel W. Johnson           For       For        Management
1.7   Elect  Director Susan I. Marvin           For       For        Management
1.8   Elect  Director Michael J. Mccoy          For       For        Management
1.9   Elect  Director John L. Morrison          For       For        Management
1.10  Elect  Director Dakota A. Pippins         For       For        Management
1.11  Elect  Director Gary J. Ray               For       For        Management
1.12  Elect  Director John G. Turner            For       For        Management
1.13  Elect  Director Robert R. Waller, M.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Environmental Impact of         Against   Against    Shareholder
      Livestock Operations


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

HOSPIRA INC

Ticker:       HSP            Security ID:  441060100
Meeting Date: MAY 9, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Irving W. Bailey, II      For       For        Management
1.2   Elect  Director Judith C. Pelham          For       For        Management
1.3   Elect  Director Jacque J. Sokolov         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Jones, Jr.       For       For        Management
1.2   Elect  Director Frank A. D'Amelio         For       For        Management
1.3   Elect  Director W. Roy Dunbar             For       For        Management
1.4   Elect  Director John R. Hall              For       For        Management
1.5   Elect  Director Kurt J. Hilzinger         For       For        Management




1.6   Elect  Director Michael B. Mccallister    For       For        Management
1.7   Elect  Director W. Ann Reynolds, Ph.D.    For       For        Management


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

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


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

INTEL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig R. Barrett           For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director E. John P. Browne          For       For        Management
1.4   Elect Director D. James Guzy              For       For        Management
1.5   Elect Director Reed E. Hundt              For       For        Management
1.6   Elect Director Paul S. Otellini           For       For        Management
1.7   Elect Director David S. Pottruck          For       For        Management
1.8   Elect Director Jane E. Shaw               For       For        Management
1.9   Elect Director John L. Thornton           For       For        Management
1.10  Elect Director David B. Yoffie            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

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       Withhold   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   For        Shareholder
4     Eliminate Age Discrimination in           Against   Against    Shareholder
      Retirement Benefits
5     Calculate Executive Salary Without Regard Against   For        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


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

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 20, 2005   Meeting Type: Annual
Record Date:  NOV 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William D. Morean         For       For        Management
1.2   Elect  Director Thomas A. Sansone         For       For        Management
1.3   Elect  Director Timothy L. Main           For       For        Management
1.4   Elect  Director Lawrence J. Murphy        For       For        Management
1.5   Elect  Director Mel S. Lavitt             For       For        Management
1.6   Elect  Director Steven A. Raymund         For       For        Management
1.7   Elect  Director Frank A. Newman           For       For        Management
1.8   Elect  Director Laurence S. Grafstein     For       For        Management
2     Ratify Auditors                           For       For        Management




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

JEFFERSON-PILOT CORP.

Ticker:       JP             Security ID:  475070108
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Porter Payne       For       For        Management
1.2   Elect Director David A. Stonecipher       For       For        Management
1.3   Elect Director Isaiah Tidwell             For       For        Management
2     Ratify Auditors                           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


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

JONES APPAREL GROUP, INC.

Ticker:       JNY            Security ID:  480074103
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Boneparth            For       For        Management
1.2   Elect Director Sidney Kimmel              For       For        Management
1.3   Elect Director Howard Gittis              For       For        Management
1.4   Elect Director Anthony F. Scarpa          For       For        Management
1.5   Elect Director Matthew H. Kamens          For       For        Management
1.6   Elect Director Michael L. Tarnopol        For       For        Management
1.7   Elect Director J. Robert Kerry            For       For        Management
1.8   Elect Director Ann N. Reese               For       For        Management
1.9   Elect Director Gerald C. Crotty           For       For        Management
1.10  Elect Director Lowell W. Robinson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  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       Against    Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Adopt Executive Benefit Policy            Against   For        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


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

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107




Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Wallace        For       For        Management
1.2   Elect  Director Ian L. White-Thomson      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Establish Office of the Board of          Against   Against    Shareholder
      Directors


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

KEYCORP

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward P. Campbell        For       For        Management
1.2   Elect  Director H. James Dallas           For       For        Management
1.3   Elect  Director Charles R. Hogan          For       For        Management
1.4   Elect  Director Lauralee E. Martin        For       For        Management
1.5   Elect  Director Bill R. Sanford           For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael C. Morgan          For       For        Management
1.2   Elect Director Stewart A. Bliss           For       For        Management
1.3   Elect Director Edward Randall, III        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management




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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: OCT 18, 2004   Meeting Type: Annual
Record Date:  AUG 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward W. Barnholt        For       For        Management
1.2   Elect  Director Stephen P. Kaufman        For       For        Management
1.3   Elect  Director Kenneth L. Schroeder      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

LAMAR ADVERTISING COMPANY

Ticker:       LAMR           Security ID:  512815101
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  APR 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anna Reilly Cullinan      For       For        Management
1.2   Elect  Director John Maxwell Hamilton     For       For        Management
1.3   Elect  Director Robert M. Jelenic         For       For        Management
1.4   Elect  Director Stephen P. Mumblow        For       For        Management
1.5   Elect  Director Thomas V. Reifenheiser    For       For        Management
1.6   Elect  Director Kevin P. Reilly, Jr.      For       For        Management
1.7   Elect  Director Wendell Reilly            For       For        Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 5, 2005    Meeting Type: Annual
Record Date:  FEB 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael L. Ainslie        For       For        Management
1.2   Elect  Director John F. Akers             For       For        Management
1.3   Elect  Director Richard S. Fuld, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Charles Ames            For       For        Management




1.2   Elect Director Ralph E. Gomory            For       For        Management
1.3   Elect Director Marvin L. Mann             For       Withhold   Management
1.4   Elect Director Teresa Beck                For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

LIMITED BRANDS

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donna A. James             For       For        Management
1.2   Elect Director Leonard A. Schlesinger     For       For        Management
1.3   Elect Director Jeffrey B. Swartz          For       For        Management
1.4   Elect Director Raymond Zimmerman          For       For        Management


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

LINCOLN NATIONAL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marcia J. Avedon,Ph.D.     For       For        Management
1.2   Elect Director J. Patrick Barrett         For       For        Management
1.3   Elect Director Michael F. Mee             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

LOCKHEED MARTIN CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.C. 'Pete' Aldridge, Jr.  For       For        Management
1.2   Elect Director Nolan D. Archibald         For       For        Management
1.3   Elect Director Marcus C. Bennett          For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director Douglas H. McCorkindale    For       For        Management
1.7   Elect Director Eugene F. Murphy           For       For        Management
1.8   Elect Director Joseph W. Ralston          For       Withhold   Management
1.9   Elect Director Frank Savage               For       Withhold   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


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

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Shirley Ann Jackson        For       For        Management
1.2   Elect Director Philip Lader               For       For        Management
1.3   Elect Director Seth E. Schofield          For       For        Management
1.4   Elect Director Douglas C. Yearley         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Amend Governance Documents Regarding      Against   For        Shareholder
      Director Nominees by Affirmative Votes


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

MARRIOTT INTERNATIONAL INC. (NEW)

Ticker:       MAR            Security ID:  571903202
Meeting Date: MAY 6, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.W. Marriott, Jr.        For       For        Management
1.2   Elect  Director Debra L. Lee              For       For        Management
1.3   Elect  Director George Munoz              For       For        Management
1.4   Elect  Director William J. Shaw           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors




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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael G. Cherkasky       For       For        Management
1.2   Elect Director Stephen R. Hardis          For       For        Management
1.3   Elect Director The Rt. Hon. Lord Lang of  For       For        Management
      Monkton, DL
1.4   Elect Director Morton O. Schapiro         For       For        Management
1.5   Elect Director Adele Simmons              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Option Exchange Program           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Request That the Board of Directors Adopt Against   For        Shareholder
      an Executive Compensation Policy That All
      Future Stock Option Grants to Senior
      Executives Shall be Performance-Based
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571834100
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew N. Baur             For       For        Management
1.2   Elect Director John W. Daniels,Jr.        For       For        Management
1.3   Elect Director John A. Mellowes           For       For        Management
1.4   Elect Director Robert J. O'Toole          For       For        Management
1.5   Elect Director John S. Shiely             For       For        Management
2     Ratify Auditors                           For       For        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


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




MAXIM INTEGRATED PRODUCTS, INC.

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

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


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

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       Withhold   Management
1.2   Elect  Director Mary M. Boies             For       For        Management
1.3   Elect  Director Benjamin R. Civiletti     For       Withhold   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   For        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


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

MEDCO HEALTH SOLUTIONS INC




Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 31, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Cassis             For       For        Management
1.2   Elect Director Michael Goldstein          For       For        Management
1.3   Elect Director Blenda J. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 26, 2004   Meeting Type: Annual
Record Date:  JUL 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Brody, M.D.,   For       For        Management
      Ph.D.
1.2   Elect  Director Arthur D. Collins, Jr.    For       For        Management
1.3   Elect  Director Antonio M. Gotto, Jr.,    For       For        Management
      M.D., D. Phil.
2     Ratify Auditors                           For       For        Management
3     Charitable Contributions                  Against   Against    Shareholder


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

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   For        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   For        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


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

MGIC INVESTMENT CORP.

Ticker:       MTG            Security ID:  552848103
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary K. Bush               For       For        Management
1.2   Elect Director David S. Engelman          For       For        Management
1.3   Elect Director Kenneth M. Jastrow, II     For       For        Management
1.4   Elect Director Daniel P. Kearney          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  SEP 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven R. Appleton        For       For        Management




1.2   Elect  Director James W. Bagley           For       For        Management
1.3   Elect  Director Ronald C. Foster          For       For        Management
1.4   Elect  Director Robert A. Lothrop         For       For        Management
1.5   Elect  Director Thomas T. Nicholson       For       For        Management
1.6   Elect  Director Gordon C. Smith           For       For        Management
1.7   Elect  Director William P. Weber          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

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

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


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

MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Cleghorn          For       For        Management
1.2   Elect  Director Charles M. Herington      For       For        Management
1.3   Elect  Director David P. O'Brien          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       For        Management
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Report on Export of Hazardous Pesticides  Against   Against    Shareholder
6     Adopt Human Rights Policy                 Against   Against    Shareholder
7     Eliminate Animal Testing                  Against   Against    Shareholder


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

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


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

MOTOROLA, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       For        Management
1.2   Elect Director H. L. Fuller               For       For        Management
1.3   Elect Director J. Lewant                  For       For        Management
1.4   Elect Director W. Massey                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              For       For        Management
1.7   Elect Director I. Nooyi                   For       For        Management
1.8   Elect Director S. Scott III               For       For        Management
1.9   Elect Director R. Sommer                  For       For        Management
1.10  Elect Director J. Stengel                 For       For        Management
1.11  Elect Director D. Warner III              For       For        Management
1.12  Elect Director J. White                   For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

NATIONAL CITY CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jon E. Barfield            For       For        Management
1.2   Elect Director James S. Broadhurst        For       For        Management
1.3   Elect Director Christopher M. Connor      For       For        Management




1.4   Elect Director David A. Daberko           For       For        Management
1.5   Elect Director Joseph T. Gorman           For       For        Management
1.6   Elect Director Bernadine P. Healy         For       For        Management
1.7   Elect Director S. Craig Lindner           For       For        Management
1.8   Elect Director Paul A. Ormond             For       For        Management
1.9   Elect Director Robert A. Paul             For       For        Management
1.10  Elect Director Gerald L. Shaheen          For       For        Management
1.11  Elect Director Jerry Sue Thornton         For       For        Management
1.12  Elect Director Morry Weiss                For       For        Management
2     Ratify Auditor                            For       For        Management


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

NATIONAL FUEL GAS CO.

Ticker:       NFG            Security ID:  636180101
Meeting Date: FEB 17, 2005   Meeting Type: Annual
Record Date:  DEC 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert T. Brady           For       For        Management
1.2   Elect  Director Rolland E. Kidder         For       Withhold   Management
1.3   Elect  Director Richard G. Reiten         For       For        Management
1.4   Elect  Director Craig G. Matthews         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles                            For       Against    Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

NCR CORPORATION

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark P. Frissora           For       For        Management
1.2   Elect Director C.K. Prahalad              For       For        Management
1.3   Elect Director William S. Stavropoulos    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Eliminate Domestic Partner Benefits for   Against   Against    Shareholder
      Executives


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

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director Michael s. Hamson          For       For        Management
1.4   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.5   Elect Director Pierre Lassonde            For       For        Management
1.6   Elect Director Robert J. Miller           For       For        Management
1.7   Elect Director Wayne W. Murdy             For       For        Management




1.8   Elect Director Robin A. Plumbridge        For       For        Management
1.9   Elect Director John B. Prescott           For       For        Management
1.10  Elect Director Donald C. Roth             For       For        Management
1.11  Elect Director Seymour Schulich           For       For        Management
1.12  Elect Director James V. Taranik           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

NEXTEL PARTNERS, INC.

Ticker:       NXTP           Security ID:  65333F107
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adam Aron                 For       For        Management
1.2   Elect  Director John Chapple              For       For        Management
1.3   Elect  Director Steven B. Dodge           For       For        Management
1.4   Elect  Director Timothy Donahue           For       For        Management
1.5   Elect  Director Arthur W. Harrigan, Jr.   For       For        Management
1.6   Elect  Director James N. Perry, Jr.       For       For        Management
1.7   Elect  Director Caroline H. Rapking       For       For        Management
1.8   Elect  Director Dennis M. Weibling        For       For        Management
2     Ratify Auditors                           For       For        Management


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

NIKE, INC.

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

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


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

NORFOLK SOUTHERN CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerald L. Baliles          For       Withhold   Management
1.2   Elect Director Gene R. Carter             For       For        Management
1.3   Elect Director Charles W. Moorman         For       For        Management
1.4   Elect Director J. Paul Reason             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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




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


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

NUCOR CORP.

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter C. Browing           For       For        Management
1.2   Elect Director Victoria F. Haynes         For       For        Management
1.3   Elect Director Thomas A. Waltermire       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: AUG 19, 2004   Meeting Type: Annual
Record Date:  JUN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Gaither          For       For        Management
1.2   Elect  Director Jen-Hsun Huang            For       For        Management
1.3   Elect  Director A. Brooke Seawell         For       For        Management
2     Ratify Auditors                           For       For        Management


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

OCCIDENTAL PETROLEUM CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Spencer Abraham            For       For        Management
1.2   Elect Director Ronald W. Burkle           For       For        Management
1.3   Elect Director John S. Chalsky            For       For        Management
1.4   Elect Director Edward P. Djerejian        For       For        Management
1.5   Elect Director R. Chad Dreier             For       For        Management




1.6   Elect Director John E. Feick              For       For        Management
1.7   Elect Director Ray R. Irani               For       For        Management
1.8   Elect Director Irwin W. Maloney           For       For        Management
1.9   Elect Director Rodolfo Segovia            For       For        Management
1.10  Elect Director Aziz D. Syriani            For       For        Management
1.11  Elect Director Rosemary Tomich            For       For        Management
1.12  Elect Director Walter L. Weisman          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Proposal Regarding Board Sponsored        Against   Against    Shareholder
      Proposals
5     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

ORACLE CORP.

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

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


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

PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John M. Fluke, Jr.         For       For        Management
1.2   Elect Director Stephen F. Page            For       For        Management
1.3   Elect Director Michael A. Tembreull       For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder
3     Amend Bylaws to Provide for Director      Against   For        Shareholder
      Nominees to be Elected by Majority Vote


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

PACTIV CORP.

Ticker:       PTV            Security ID:  695257105




Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry D. Brady             For       For        Management
1.2   Elect Director K. Dane Brooksher          For       For        Management
1.3   Elect Director Robert J. Darnall          For       For        Management
1.4   Elect Director Mary R. (Nina) Henderson   For       For        Management
1.5   Elect Director Roger B. Porter            For       For        Management
1.6   Elect Director Richard L. Wambold         For       For        Management
1.7   Elect Director Norman H. Wesley           For       For        Management
2     Ratify Auditors                           For       For        Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Steven S Reinemund        For       For        Management
1.7   Elect  Director Sharon P. Rockefeller     For       For        Management
1.8   Elect  Director James J. Schiro           For       For        Management
1.9   Elect  Director Franklin A. Thomas        For       For        Management
1.10  Elect  Director Cynthia M. Trudell        For       For        Management
1.11  Elect  Director Solomon D. Trujillo       For       For        Management
1.12  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Corporate Political             Against   Against    Shareholder
      Contributions


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

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   For        Shareholder


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

POLYCOM, INC.

Ticker:       PLCM           Security ID:  73172K104
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Hagerty         For       For        Management
1.2   Elect  Director Michael R. Kourey         For       For        Management
1.3   Elect  Director Betsy S. Atkins           For       For        Management
1.4   Elect  Director John Seely Brown          For       For        Management
1.5   Elect  Director Durk I. Jager             For       For        Management
1.6   Elect  Director John A. Kelley, Jr.       For       For        Management
1.7   Elect  Director Stanley J. Meresman       For       For        Management
1.8   Elect  Director Kevin T. Parker           For       For        Management
1.9   Elect  Director Thomas G. Stemberg        For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

PRINCIPAL FINANCIAL GROUP, INC.

Ticker:       PFG            Security ID:  74251V102
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director Jocelyn Carter-Miller     For       For        Management
1.3   Elect  Director Gary E. Costley           For       For        Management
1.4   Elect  Director William T. Kerr           For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


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

PROCTER & GAMBLE COMPANY, THE

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Kerry Clark            For       For        Management




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


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

PROGRESSIVE CORP., THE

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles A. Davis           For       For        Management
1.2   Elect Director Bernadine P. Healy         For       For        Management
1.3   Elect Director Jeffrey D. Kelly           For       For        Management
2     Authorize Board to Fill Vacancies         For       For        Management
3     Ratify Auditors                           For       For        Management


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

PROVIDIAN FINANCIAL CORP.

Ticker:       PVN            Security ID:  74406A102
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James P. Holdcroft         For       For        Management
1.2   Elect Director Ruth M. Owardes            For       For        Management
1.3   Elect Director Jane A. Truelove           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

PRUDENTIAL FINANCIAL INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director James A. Unruh             For       For        Management
1.3   Elect Director Gordon M. Bethune          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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




PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. Kent Anderson          For       For        Management
1.2   Elect  Director John J. Shea              For       For        Management
1.3   Elect  Director William B. Smith          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

QUALCOMM INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Kahn            For       For        Management
1.2   Elect  Director Duane A. Nelles           For       Withhold   Management
1.3   Elect  Director Brent Scowcroft           For       For        Management
2     Declassify the Board of Directors and     For       For        Management
      Eliminate Cumulative Voting
3     Increase Authorized Common Stock          For       For        Management
4     Amend Articles                            For       For        Management
5     Ratify Auditors                           For       For        Management


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

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


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Kathryn C. Turner          For       For        Management
1.3   Elect Director Robert F. W. van Oordt     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Eliminate Animal Testing                  Against   Against    Shareholder


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 13, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management




1.7   Elect  Director M.E. Marks                For       For        Management
1.8   Elect  Director D. Primat                 For       For        Management
1.9   Elect  Director T.I. Sandvold             For       For        Management
1.10  Elect  Director N. Seydoux                For       For        Management
1.11  Elect  Director L.G. Stuntz               For       For        Management
1.12  Elect  Director R. Talwar                 For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     ADOPTION OF MANDATORY AMENDMENTS TO THE   For       For        Management
      ARTICLES OF INCORPORATION
4     ADOPTION OF VOLUNTARY AMENDMENTS TO THE   For       For        Management
      ARTICLES OF INCORPORATION
5     APPROVAL OF ADOPTION OF THE SCHLUMBERGER  For       For        Management
      2005 OPTION PLAN
6     APPROVAL OF ADOPTION OF AN AMENDMENT TO   For       For        Management
      THE SCHLUMBERGER DISCOUNTED STOCK
      PURCHASE PLAN
7     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

SCIENTIFIC-ATLANTA, INC.

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

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


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

SEALED AIR CORP.

Ticker:       SEE            Security ID:  81211K100
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hank Brown                 For       For        Management
1.2   Elect Director Michael Chu                For       For        Management
1.3   Elect Director Lawrence R. Codey          For       For        Management
1.4   Elect Director T. J. Dermot Dunphy        For       For        Management
1.5   Elect Director Charles F. Farrell, Jr.    For       For        Management
1.6   Elect Director William V. Hickey          For       For        Management
1.7   Elect Director Jacqueline B. Kosecoff     For       For        Management
1.8   Elect Director Kenneth P. Manning         For       For        Management
1.9   Elect Director William J. Marino          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

SOUTHERN COMPANY




Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director Dorrit J. Bern            For       For        Management
1.3   Elect  Director Francis S. Blake          For       For        Management
1.4   Elect  Director Thomas F. Chapman         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director Donald M. James           For       For        Management
1.7   Elect  Director Zack T. Pate              For       For        Management
1.8   Elect  Director J. Neal Purcell           For       For        Management
1.9   Elect  Director David M. Ratcliffe        For       For        Management
1.10  Elect  Director Gerald J. St. Pe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder


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

SPECTRASITE, INC.

Ticker:       SSI            Security ID:  84761M104
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen H. Clark          For       For        Management
1.2   Elect  Director Timothy G. Biltz          For       For        Management
1.3   Elect  Director Paul M. Albert, Jr.       For       For        Management
1.4   Elect  Director John F. Chlebowski        For       For        Management
1.5   Elect  Director Dean J. Douglas           For       For        Management
1.6   Elect  Director Patricia L. Higgins       For       For        Management
1.7   Elect  Director Samme L. Thompson         For       For        Management
1.8   Elect  Director Kari-Pekka Wilska         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

STAPLES, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brenda C. Barnes          For       For        Management
1.2   Elect  Director Mary Elizabeth Burton     For       For        Management
1.3   Elect  Director Richard J. Currie         For       For        Management
1.4   Elect  Director Rowland T. Moriarty       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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

STARBUCKS CORP.




Ticker:       SBUX           Security ID:  855244109
Meeting Date: FEB 9, 2005    Meeting Type: Annual
Record Date:  DEC 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara Bass              For       For        Management
1.2   Elect  Director Mellody Hobson            For       For        Management
1.3   Elect  Director Olden Lee                 For       For        Management
1.4   Elect  Director Howard Schultz            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Commit to Free Trade certified Coffee     Against   Against    Shareholder


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A203
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charlene Barshefsky        For       For        Management
1.2   Elect Director Jean-Marc Chapus           For       For        Management
1.3   Elect Director Bruce W. Duncan            For       For        Management
1.4   Elect Director Steven J. Heyer            For       For        Management
1.5   Elect Director Eric Hippeau               For       For        Management
1.6   Elect Director Steven Quazzo              For       For        Management
1.7   Elect Director Thomas O. Ryder            For       For        Management
1.8   Elect Director Barry S. Sternlicht        For       For        Management
1.9   Elect Director Daniel W. Yih              For       For        Management
1.10  Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Provide for Confidential Voting           Against   For        Shareholder
5     Expense Stock Options                     Against   For        Shareholder


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

SUNOCO, INC.

Ticker:       SUN            Security ID:  86764P109
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  FEB 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Darnall          For       For        Management
1.2   Elect Director John G. Drosdick           For       For        Management
1.3   Elect Director Ursula O. Fairbairn        For       For        Management
1.4   Elect Director Thomas P. Gerrity          For       For        Management
1.5   Elect Director Rosemarie B. Greco         For       For        Management
1.6   Elect Director James G. Kaiser            For       For        Management
1.7   Elect Director Richard H. Lenny           For       For        Management
1.8   Elect Director R. Anderson Pew            For       For        Management
1.9   Elect Director G. Jackson Ratcliffe       For       For        Management
1.10  Elect Director John W. Rowe               For       For        Management
1.11  Elect Director John K. Wulff              For       For        Management
2     Ratify Auditors                           For       For        Management


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




SUPERVALU INC.

Ticker:       SVU            Security ID:  868536103
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  APR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin C. Gage             For       For        Management
1.2   Elect  Director Garnett L. Keith, Jr.     For       For        Management
1.3   Elect  Director Marissa Peterson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director James A. Johnson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

TEXAS INSTRUMENTS INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Carrie S. Cox             For       For        Management
1.5   Elect  Director Thomas J. Engibous        For       For        Management
1.6   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.7   Elect  Director David R. Goode            For       For        Management
1.8   Elect  Director Pamela H. Patsley         For       For        Management
1.9   Elect  Director Wayne R. Sanders          For       For        Management
1.10  Elect  Director Ruth J. Simmons           For       For        Management
1.11  Elect  Director Richard K. Templeton      For       For        Management
1.12  Elect  Director Christine T. Whitman      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Amend Stock Option Plan                   For       For        Management


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

THOMAS & BETTS CORP.
Ticker:       TNB            Security ID:  884315102




Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ernest H. Drew            For       For        Management
1.2   Elect  Director T.Kevin Dunnigan          For       For        Management
1.3   Elect  Director Jeananne K. Hauswald      For       For        Management
1.4   Elect  Director Dean Jernigan             For       For        Management
1.5   Elect  Director Ronald B. Kalich Sr.      For       For        Management
1.6   Elect  Director Kenneth R. Masterson      For       For        Management
1.7   Elect  Director Dominic J. Pileggi        For       For        Management
1.8   Elect  Director Jean-Paul Richard         For       For        Management
1.9   Elect  Director David D. Stevens          For       For        Management
1.10  Elect  Director William H. Waltrip        For       For        Management
2     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


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

TOYS 'R' US, INC.

Ticker:       TOY            Security ID:  892335100
Meeting Date: JUN 23, 2005   Meeting Type: Special
Record Date:  MAY 20, 2005

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


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

TRANSOCEAN INC.

Ticker:                      Security ID:  G90078109
Meeting Date: MAY 12, 2005   Meeting Type: Annual




Record Date:  MAR 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Judy J. Kelly             For       For        Management
1.2   Elect  Director Roberto Monti             For       For        Management
1.3   Elect  Director Ian C. Strachan           For       For        Management
2     APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE For       For        Management
      STOCK PURCHASE PLAN TO INCREASE THE
      NUMBER OF ORDINARY SHARES RESERVED FOR
      ISSUANCE UNDER THE PLAN FROM 2,500,000 TO
      3,500,000.
3     APPROVAL OF THE APPOINTMENT OF ERNST &    For       For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM.


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

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   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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




UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John J. Beystehner        For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director James P. Kelly            For       For        Management
1.4   Elect  Director Ann M. Livermore          For       For        Management
1.5   Elect  Director Gary E. Macdougal         For       For        Management
1.6   Elect  Director Victor A. Pelson          For       For        Management
1.7   Elect  Director Lea N. Soupata            For       For        Management
1.8   Elect  Director John W. Thompson          For       For        Management
1.9   Elect  Director Carol B. Tome             For       For        Management
1.10  Elect  Director Ben Verwaayen             For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George David               For       For        Management
1.2   Elect Director Jean-Pierre Garnier        For       For        Management
1.3   Elect Director Jamie S. Gorelick          For       For        Management
1.4   Elect Director Charles R. Lee             For       For        Management
1.5   Elect Director Richard D. McCormick       For       For        Management
1.6   Elect Director Harold McGraw III          For       For        Management
1.7   Elect Director Frank P. Popoff            For       For        Management
1.8   Elect Director H. Patrick Swygert         For       For        Management
1.9   Elect Director Andre Villeneuve           For       For        Management
1.10  Elect Director H. A. Wagner               For       For        Management
1.11  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
5     Adopt Ethical Criteria for Military       Against   Against    Shareholder
      Contracts
6     Limit Executive Compensation              Against   Against    Shareholder


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

UNITEDHEALTH GROUP INCORPORATED

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas H. Kean            For       For        Management
1.2   Elect  Director Robert L. Ryan            For       For        Management
1.3   Elect  Director William G. Spears         For       For        Management
1.4   Elect  Director Gail R. Wilensky, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management




3     Performance- Based/Indexed Options        Against   For        Shareholder
4     Performance- Based/Indexed Options        Against   For        Shareholder


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.E. Bill Bradford         For       For        Management
1.2   Elect Director Ronald K. Calgaard         For       For        Management
1.3   Elect Director William E. Greehey         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: SEP 13, 2004   Meeting Type: Special
Record Date:  JUL 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       Against    Management


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

VERITAS SOFTWARE CORP.

Ticker:       VRTS           Security ID:  923436109
Meeting Date: AUG 25, 2004   Meeting Type: Annual
Record Date:  JUN 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael Brown             For       For        Management
1.2   Elect  Director Kurt J. Lauk              For       For        Management
1.3   Elect  Director Fred van den Bosch        For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


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

VERITAS SOFTWARE CORP.

Ticker:       VRTS           Security ID:  923436109
Meeting Date: JUN 24, 2005   Meeting Type: Special
Record Date:  MAY 12, 2005

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


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




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   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions
8     Report on Political Contributions         Against   Against    Shareholder


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

WACHOVIA CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Baker, II          For       For        Management
1.2   Elect Director Peter C. Browing           For       For        Management
1.3   Elect Director Donald M. James            For       For        Management
1.4   Elect Director Van L. Richey              For       For        Management
1.5   Elect Director G. Kennedy Thompson        For       For        Management
1.6   Elect Director John C. Whitaker, Jr.      For       For        Management
1.7   Elect Director Wallace D. Malone, Jr.     For       For        Management
1.8   Elect Director Robert J. Brown            For       For        Management
2     Ratify Auditors                           For       For        Management


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

WACHOVIA CORP.

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

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


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




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       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Executive Compensation          Against   Against    Shareholder
5     Prepare Sustainability Report             Against   For        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   For        Shareholder
      of Directors
10    Require Majority of Independent Directors Against   Against    Shareholder
      on Board
11    Performance- Based/Indexed Options        Against   Against    Shareholder


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 12, 2005   Meeting Type: Annual
Record Date:  NOV 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David W. Bernauer         For       For        Management
1.2   Elect  Director William C. Foote          For       For        Management
1.3   Elect  Director James J. Howard           For       For        Management
1.4   Elect  Director Alan G. McNally           For       For        Management
1.5   Elect  Director Cordell Reed              For       For        Management
1.6   Elect  Director Jeffrey A. Rein           For       For        Management
1.7   Elect  Director David Y. Schwartz         For       For        Management
1.8   Elect  Director John B. Schwemm           For       For        Management
1.9   Elect  Director Marilou M. Von Ferstel    For       For        Management
1.10  Elect  Director Charles R. Walgreen III   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        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       For        Management
4     Prohibit Greenmail Payments               Against   For        Shareholder
5     Report on Vendor Standards in China       Against   Against    Shareholder


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip D. Matthews       For       For        Management
1.2   Elect  Director Mary E. Pugh              For       For        Management
1.3   Elect  Director William G. Reed, Jr.      For       For        Management
1.4   Elect  Director James H. Stever           For       For        Management
2     Ratify Auditors                           For       For        Management


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

WATERS CORP.

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joshua Bekenstein          For       For        Management
1.2   Elect Director Michael J. Berendt, Ph. D. For       For        Management
1.3   Elect Director Douglas A. Berthiaume      For       For        Management
1.4   Elect Director Edward Conard              For       For        Management
1.5   Elect Director Laurie H. Glimcher         For       For        Management
1.6   Elect Director William J. Miller          For       For        Management
1.7   Elect Director Thomas P. Salice           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Other Business                            For       For        Management


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




WELLPOINT INC

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H.T. Bush          For       For        Management
1.2   Elect Director Warren Y. Jobe             For       For        Management
1.3   Elect Director William G. Mays            For       For        Management
1.4   Elect Director Senator Donald W. Riegle,  For       For        Management
      Jr.
1.5   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   For        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       Withhold   Management
1.9   Elect Director Philip J. Quigley          For       For        Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       Withhold   Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder


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

WEYERHAEUSER CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D. Michael Steuart         For       For        Management
1.2   Elect Director Martha R. Ingram           For       For        Management
1.3   Elect Director John I. Kieckhefer         For       For        Management




1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Charles R. Williamson      For       For        Management
2     Expense Stock Options                     Against   For        Shareholder
3     Declassify the Board of Directors         Against   For        Shareholder
4     Performance- Based/Indexed Options        Against   For        Shareholder
5     Report on Eliminating the Purchase of     Against   Against    Shareholder
      Timber from National Forests
6     Ratify Auditors                           For       For        Management


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

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   For        Shareholder
6     Report on Political Contributions         Against   Against    Shareholder
7     Discontinue Promotion of Premarin and     Against   Against    Shareholder
      Report on Animal Testing


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terry S. Semel             For       For        Management
1.2   Elect Director Jerry Yang                 For       For        Management
1.3   Elect Director Roy J. Bostock             For       For        Management
1.4   Elect Director Ronald W. Burkle           For       For        Management
1.5   Elect Director Eric Hippeau               For       For        Management
1.6   Elect Director Arthur H. Kern             For       Withhold   Management
1.7   Elect Director Robert A. Kotick           For       Withhold   Management
1.8   Elect Director Edward R. Kozel            For       For        Management
1.9   Elect Director Gary L. Wilson             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management




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

YUM BRANDS, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect Director David W. Dorman            For       For        Management
2.2   Elect Director Massimo Ferragamo          For       For        Management
2.3   Elect Director J. David Grissom           For       For        Management
2.4   Elect Director Bonnie Hill                For       For        Management
2.5   Elect Director Robert Holland, Jr.        For       For        Management
2.6   Elect Director Kenneth G. Langone         For       For        Management
2.7   Elect Director Jonathan S. Linen          For       For        Management
2.8   Elect Director David C. Novak             For       For        Management
2.9   Elect Director Andrall E. Pearson         For       For        Management
2.10  Elect Director Thomas M. Ryan             For       For        Management
2.11  Elect Director Jackie Trujillo            For       For        Management
2.12  Elect Director Robert J. Ulrich           For       For        Management
3     Elect Directors David W. Dorman, Massimo  For       For        Management
      Ferragamo, Thomas M. Ryan, Robert Ulrich
      and Jonathan Linen
4     Ratify Auditors                           For       For        Management
5     Sustainability Report                     Against   For        Shareholder
6     Prepare a Diversity Report                Against   Against    Shareholder
7     Adopt MacBride Principles                 Against   Against    Shareholder
8     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
9     Report on Animal Welfare Standards        Against   Against    Shareholder


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Raymond Elliott         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services




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) THE TRAVELERS GROWTH AND
                                        INCOME STOCK ACCOUNT FOR VARIABLE
                                        ANNUITIES


                                        By (Signature) /S/ ELIZABETH M. FORGET
                                        ----------------------------------------
                                        Name  ELIZABETH M. FORGET
                                        Title CHAIRMAN OF THE BOARD OF MANAGERS,
                                              PRESIDENT & CEO

Date August 29, 2005