UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORED OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-08507 ICM SERIES TRUST Two Portland Square Portland, Maine 04101 207-879-1900 Margaret Gallardo-Cortez, Esq. Forum Administrative Services, LLC Two Portland Square Portland, Maine 04101 Date of fiscal year end: December 31, 2005 Date of reporting period: July 1, 2004 - June 30, 2005 PROXY LOG - VOTES FOR AND AGAINST - -------------------------------------------------------------------------------- MATTER PROPOSED DID FUND HOW FOR/AGAINST SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT - -------- ------ ----- -------- -------- -------- -------- ----- ----------- Softbrands, SFBD 83402A107 7/28/2004 1. Elect Board of Directors Management Yes For For Inc. 2. To approve amendments to amended Management Yes Against Against and restated articles of incorporation to increase authorized shares to 125,000,000. McKesson MCK 58155Q103 7/28/2004 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify the appointment of Deloitte Management Yes For For & Touche Viewpoint VWPT 92672P108 8/5/2004 1. Elect Board of Directors Management Yes For For Corporation 2. To increase the number of Management Yes Against Against authorized shares of common stock 3. Ratify the appointment of Management Yes For For PricewaterhouseCoopers Encore Wire WIRE 292562105 7/20/2004 1. To increase the number of Management Yes For For Corporation authorized shares of common stock H.J. Heinz HNZ 423074103 9/8/2004 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify the appointment of auditors Management Yes For For Activcard ACTI 00506J107 8/9/2004 1. Elect Board of Directors Management Yes For For Corp. 2. Adoption of 2004 Equity Incentive Management Yes For For Plan 3. Ratify the appointment of Deloitte Management Yes For For & Touche Agilysys, Inc. AGYS 00847J105 7/28/2004 1. Elect Board of Directors Management Yes For For 2. Approval of amendment of Agilysys, Management Yes Against Against Inc. amended code of regulations 3. Approval of amended and restated Management Yes For For Agilysys 2000 Stock Incentive PC Mall, Inc. MALL 69323K100 8/24/2004 1. Elect Board of Directors Management Yes For For 2. Ratify the appointment of Management Yes For For PricewaterhouseCoopers Catalina POS 148867104 8/19/2004 1. Elect Board of Directors Management Yes For For Marketing 2. Amendment the Company's stock Management Yes Against Against Corporation award plan to provide for the award of restricted stock 3. Proposal to allow awards to Management Yes Against Against employees of non-corporate subsidiaries 4. Adoption of the company's 2004 Management Yes For For employee payroll deduction stock purchase plan 5. Ratify the appointment of Management Yes For For PricewaterhouseCoopers The Korea XKFDX 500634100 10/6/2004 1. Elect Board of Directors Management Yes For For Fund Inc. 2. To terminate agreement between Shareholder Yes For Against Fund & Deutsche Management Americas Capstone CPST 14067D102 9/10/2004 1. Elect Board of Directors Management Yes For For Turbine 2. Approve Company's 2000 Equity Management Yes Against Against Corporation incentive plan to add 2, 380,000 shares Measurement MSS 583421102 9/8/2004 1. Elect Board of Directors Management Yes For For Specialties 2. Ratify the appointment of Grant Management Yes For For Thornton LLP Procter & PG 742718109 10/12/2004 1. Elect Board of Directors Management Yes For For Gamble Company 2. Ratify the appointment of Management Yes For For independent public accounting firm 3. Approve amendment to increase the Management Yes Against Against number of shares of common stock 4. Approve amendment to provide for Management Yes For Against the annual election of directors 5. Shareholder Proposal 1 - in-home Shareholder Yes Against For food studies for pet nutrition Oracle ORCL 683389X105 10/29/2004 1. Elect Board of Directors Management Yes For For Corporation 2. Approve adoption of the fiscal Management Yes Against Against year 2005 executive bonus plan 3. Ratify the appointment Ernst & Management Yes For For Young 4. Approve amended and restated 2000 Management Yes Against Against long-term equity incentive plan 5. Stockholder proposal for the Shareholder Yes Against For "China business principipals for rights of workers in China" Automatic ADP 53015103 11/9/2004 1. Elect Board of Directors Management Yes For For Data 2. Ratify the appointment of Deloitte Management Yes For For Processing & Touche, LLP Magnetek, Inc. MAG 559424106 10/27/2004 1. Elect Board of Directors Management Yes For For 2. Adopt 2004 stock incentive plan Management Yes Against Against for employees 3. Adopt amendment to the 1997 Management Yes Against Against non-employee director stock option Applera ABI/ 38020103 10/21/2004 1. Elect Board of Directors Management Yes For For Corporation CRA 2. Ratify the appointment of Management Yes For For PricewaterhouseCoopers LLP 3. Approval of amendments to Applera Management Yes Against Against 1999 employee stock purchase plan 4. Approval of the Applera Corp./ Management Yes Against Against Applied Biosystems Group 1999 stock incentive plan 5. Approval of the Applera Corp/ Management Yes Against Against Celera Genomics 1999 stock incentive plan Covista CVST 223574104 10/28/2004 1. Elect Board of Directors Management Yes For For Communications, 2. Adoption of the company's audit Management Yes For For Inc. committee charter 3. Ratify the appointment of Management Yes For For Deloitte & Touche, LLP 4. The transaction of such other Management Yes Abstain Abstain business as may come before the meeting Moldflow MFLO 608507109 11/18/2004 1. Elect Board of Directors Management Yes For For Corporation Tommy Hilfiger TOM G8915Z102 11/1/2004 1. Elect Board of Directors Management Yes Withold Against Corporation 2. Ratify the appointment of Management Yes Against Against PricewaterhouseCoopers LLP. Prime Medical PMSI 74156D108 11/9/2004 1. Proposal to adopt Merger between Management Yes For For Services, Inc. Company and Heathtronics Surgical Service Hyperion HYSL 44914M104 11/10/2004 1. Elect Board of Directors Management Yes For For Solutions Corp. 2. Approve 2004 Equity Incentive Plan Management Yes For For 3. Ratify the appointment of Management Yes For For PricewaterhouseCoopers LLP Neopharm NEOL Missed voting date The Rouse RSE 779273101 11/9/2004 1. Proposal to adopt merger between Management Yes For For Company Company and Red Acquisition LLC 2. Approve adjourment of meeting if Management Yes Abstain Against necessary to solicit add'l proxies in favor of merger. Microsoft MSFT 594918104 11/9/2004 1. Elect Board of Directors Management No Corporation 2. Adopt Amendments to 2001 Stock Management No Plan and the 1991 Stock Option Plan 3. Adopt Amendments to Stock Plans Management No for non-employee directors, consultants and advisors 4. Approval of Material Terms of the Management No performance criteria for awards under the 2001 stock plan 5. Ratify the appointment of Management No Deloitte & Touche LLP Criticare CMD 226901106 12/3/2004 1. Elect Board of Directors Management Yes For For Systems, Inc. 2. Ratify the appointment of BDO Management Yes For For Seidman, LLP Sonus SONS 835916107 12/9/2004 1. Elect Board of Directors Management Yes For For Newtworks, Inc. Craftmade CRFT 22413E104 11/30/2004 1. Elect Board of Directors Management Yes For For International, 2. Ratify the appointment of Management Yes For For Inc. PricewaterhouseCoopers LLP. Commonwealth CMIN 203004106 12/8/2004 1. Proposal to adopt Merger between Management Yes For For Industries, Company, IMCO Recycling and Silver Inc. Fox Acquisition 2. Consider proposal to permit Management Yes For For further solicitation of proxies if necessary LTX Corporation LTXX 502392103 12/8/2004 1. Elect Board of Directors Management No 2. Approve the LTX Corporation 2004 Management No Stock Plan. Danka Business DANKY 236277109 12/7/2004 1. Re-elect Todd L. Mavis as a Management Yes For For Systems Director 2. Re-elect Erik Vonk as a Director Management Yes For For 3. Re-elect P. Lang Lowrey, III as a Management Yes Against Against Director 4. Re-elect Michael B. Gifford as a Management Yes For For Director 5. Re-appoint auditors and authorize Management Yes For For Board to fix their remuneration 6. Authorize Board of Directors to Management Yes For For allot equity securities 7. Empower Board to allot equity Management Yes For For securities without providing certain pre-emptive rights. 8. Authorize Board to allot equity Management Yes For For securities relating to convertible participating shares 9. Empower Board to allot equity Management Yes For For securities without providing certain pre-emptive rights relating to convertible participating shares 10. Approve Director's remuneration Management Yes Against Against report for the year ending March 31, 2004 CMGI, Inc. CMGI 125750109 12/8/2004 1. Elect Board of Directors Management Yes For For 2. Approve Company's 2004 Stock Incentive Plan Management Yes For For 3. Authorize Board to effect a 1-for-5 reverse Stock Split, without further approval Management Yes For For 4. Authorize Board to effect a 1-for-10 reverse Stock Split, without further approval Management Yes Against Against 5. Authorize Board to effect a 1-for-15 reverse Stock Split, without further approval Management Yes Against Against 6. Authorize Board to effect a 1-for-20 reverse Stock Split, without further approval Management Yes Against Against 7. Ratify appointment of KPMG LLP Management Yes For For Sycamore SCMR 871206108 12/20/2004 1. Elect Board of Directors Management Yes For For Networks, Inc. 2. Ratify the appointment of PricewaterhouseCoopers LLP Management Yes For For Treasury FCSXX 316175884 1/19/2005 1. Elect Board of Directors Management Yes For For Portfolio- 2. Amend trust allowing board members Class IIII to authorize fund mergers without shareholders Management Yes Against Against The Shaw SGR 820280105 1/24/2005 1. Elect Board of Directors Management Yes Against Against Group, Inc. 2. Ratify the appointment of Ernst & Young LLP Management Yes Against Against 3. Approve an increase in max number of restricted shares in employee compensation plan Management Yes Against Against 4. Proxies are authorized to vote upon other business as may properly come before meeting Management Yes Against Against Tweeter Home TWTR 901167106 1/25/2005 1. Elect Board of Directors Management Yes For For Entertainment 2. Ratify the appointment of Deloitte Group & Touche LLP Management Yes For For Emerson EMR 291011104 2/1/2005 1. Elect Board of Directors Management Yes For For Electric Co. 2. Approal restricted stock plan for non-mangement directors Management Yes For For 3. Reapproval of performance measures under the incentive plan Management Yes For For 4. Ratification of independent auditors Management Yes For For 5. Stockholder proposal on sexual orientation Shareholder Yes Against For Woodhead WDHD 979438108 2/3/2005 1. Elect Board of Directors Management Yes For For Industries 2. Ratify the appointment of Ernst & Young LLP Management Yes For For Activcard ACTI 00506J107 2/7/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify the appointment of BDO Seidman Management Yes For For Lucent LU 549463107 2/16/2005 1. Elect Board of Directors Management Yes For For Technologies 2. Directors proposal to approve a Inc. reverse stock split in one of four ratios Management Yes Against Against 3. Shareholder proposal regarding publication of political action contributions Shareholders Yes Against For 4. Shareholder proposal regarding performance-based compensation awards Shareholder Yes For Against 5. Shareholder proposal to amend company's audit services pre-approval policy Shareholder Yes Against For 6. Shareholder proposal to require shareholder approval of future golden parachutes Shareholder Yes For Against Synovis Life SYNO 87162G105 2/22/2005 1. Elect Board of Directors Management Yes For For Technologies, Inc. Varian VSEA 922207105 2/24/2005 1. Elect Board of Directors Management Yes For For Semiconductor 2. Approve amendment to Omnibus plan Equip. Assoc to increase number of shares reserved for issuance Management Yes For For 3. Approve amendment to Omnibus plan to increase number of shares available for grant Management Yes For For 4. Approve amendment to the Omnibus plan that an option term may not be longer than 8 years Management Yes For For 5. Approve amendment that non- employee directors receives stock option grant Management Yes For For 6. Ratify the appointment of PricewaterhouseCoopers LLP Management Yes For For Brooks BRKS 114340102 2/17/2005 1. Elect Board of Directors Management Yes For For Automation, Inc. Sunterra SNRR 86787D208 2/25/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Approval of Sunterra Corporation 2005 Incentive Plan Management Yes For For Agilent A 00846U101 3/1/2005 1. Elect Board of Directors Management Yes For For Technologies 2. Ratify the appointment of Inc. PricewaterhouseCoopers, LLP Management Yes For For 3. Approval of amended performance- based compensation plan for covered employees Management Yes For For Photon Dynamics PHTN 719364101 3/7/2005 1. Elect Board of Directors Management Yes For For 2. Approve 2005 Equity Incentive Plan Management Yes For For 3. Approve 2005 Employee Stock Management Yes For For Purchase Plan 4. Approve 2005 Non-Employee Management Yes For For Directors' Stock Option Plan 5. Ratify the appointment of Ernst & Management Yes For For Young LLP Indevus IDEV 454072109 3/9/2005 1. Elect Board of Directors Management Yes For For Pharmaceuticals 2. Approve amendment to restated certificate of incorporation Management Yes For For 3. Approve amendment to 1995 stock purchase plan Management Yes Against Against 4. Ratify appointment of Pricewaterhousecoopers LLP Management Yes For For Analog ADI 32654105 3/8/2005 1. Elect Board of Directors Management Yes For For Devices, Inc. 2. Ratify the appointment of Ernst & Young Management Yes For For 3. To establish a policy of expensing the costs of stock options issued by the company Shareholder Yes For Against I-Many Inc. IMNY 44973Q103 3/30/2005 1. Proposal to adopt merger between Selectica, Inc., Indigo Merger Corp & I-Many, Inc. Management Yes Against Against Hewlett-Packard HPQ 428236103 3/16/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify the appointment of Ernst & Young Management Yes For For 3. Approve amendment to HP Company 2000 Employee Stock Purchase Plan Management Yes For For Analogic ALOG 032657207 4/4/2005 1. Elect Board of Directors Management Yes For For Corporation Western Silver 959531104 4/4/2005 1. Elect Board of Directors Management Yes For For Corporation 2. To Set number of directors at seven (7) Management Yes For For 3. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For 4. Authorize directors to fix the remuneration of the auditors Management Yes For For 5. Approve Amended and Restated 2005 Stock Option Plan Management Yes For For 6. Delete certain "pre-existing company provisions" from the company's notice of articles Management Yes For For 7. Amend the company's notice of articles to change the authorized capital Management Yes For For 8. To consider to pass a special resolution adopting new articles Management Yes For For 9. Authorize additonal equity private placements in accordance with Toronto Stock Exch. Management Yes For For The Bank of BK 64057102 4/12/2005 1. Elect Board of Directors Management Yes For For New York, Inc. 2. Ratify auditors Management Yes For For 3. Shareholder proposal with respect to cumulative voting Shareholder Yes Against For 4. Shareholder proposal with respect to executive compensation Shareholder Yes Against For Caterpillar CAT 149123101 4/13/2005 1. Elect Board of Directors Management Yes For For Inc. 2. Ratify auditors Management Yes For For 3. Stockholder proposal - Rights Plan Shareholder Yes Against For 4. Stockholder proposal - Code of Conduct Shareholder Yes Against For 5. Stockholder proposal - Global Pandemics Shareholder Yes Against For 6. Stockholder proposal - Director Election Shareholder Yes Against For BP P.L.C. BP 055622104 4/14/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of Ernst & Young and authorize board to set their remuneration Management Yes For For 3. To give authority to allot shares up to a specified amount Management Yes For For 4. Special Resolution: To allot a number of shares for cash without making offer to shareholders Management Yes For For 5. Special Resolution: To give authority for the purchase of its own shares by the company Management Yes For For 6. To approve the directors' remuneration report Management Yes For For 7. To approve the renewal of executive directors' incentive plan Management Yes For For 8. To receive the directors' annual report and the accounts Management Yes For For The Progressive PGR 743315103 4/15/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Proposal to approve amendments to the company's code of regulations Management Yes For For 3. Ratify appointment of PricewaterhouseCoopers, LLC Management Yes For For Citigroup Inc. C 172967101 4/19/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of KPMG LLP Management Yes For For 3. Proposal to approve the amended and restated citigroup 1999 stock incentive plan Management Yes Against Against 4. Proposal requesting a curb on executive compensation Shareholder Yes For Against 5. Proposal requesting a report on political contributions Shareholder Yes Against For 6. Proposal requesting that the chairman of the board have no management duties titles or resp. Shareholders Yes For Against 7. Proposal that ceo compensation be limited Shareholder Yes Against For 8. Proposal requesting election of director nominees by a majority of votes cast Shareholder Yes Against For 9. Proposal requesting an amendment prohibiting the payment of non- deductible compensation Shareholder Yes Against For 10.Proposal requesting that a simple majority vote apply on each issue by shareholders Shareholder Yes Against For The Coca-Cola COKE 191216100 4/19/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify appointment of Ernst & Young Management Yes For For 3. Proposal regarding an independent delegation of inquiry to colombia Shareholder Yes Against For 4. Proposal regarding restricted stock Shareholder Yes Against For 5. Proposal regarding severance agreements Shareholder Yes Against For Mellon MEL 58551A108 4/19/2005 1. Elect Board of Directors Management Yes For For Financial 2. Ratify appointment of KPMG LLP Management Yes For For Corporation Progress PRGS 743312100 4/21/2005 1. Elect Board of Directors Management Yes For For Software 2. To fix the number of Directors Corporation constituting the full board of directors of the company at 6 Management Yes For For Brookline BRKL 11373M107 4/21/2005 1. Elect Board of Directors Management Yes For For Bancorp, Inc. 2. Approval of the Company's Annual Senior Executive Officer incentive compensation plan Management Yes For For 3. Ratify appointment of KPMG LLP Management Yes For For Wyeth WYE 983024100 4/21/2005 1. Elect Board of Directors Management Yes For For 2. Ratify independent registered public accountants firm Management Yes For For 3. Adopt 2005 Stock Incentive Plan Management Yes For For 4. Reimportation of perscription drugs Shareholder Yes Against For 5. Separate the roles of Chairman & CEO Shareholder Yes Against For 6. Disclosure of Political Contributions Shareholder Yes Against For 7. Discontinue promoting Premarin and protection of mares Shareholder Yes Against For Gehl Company GEHL 368483103 4/22/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For Bellsouth BLS 079860102 4/25/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of independent registered public accounting firm Management Yes For For 3. Shareholder proposal re: Disclosure of political contributions Shareholder Yes Against For International IBM 459200101 4/26/2005 1. Elect Board of Directors Management Yes For For Business 2. Ratify appointment of independent Machines Corp. registered public accounting firm Management Yes For For 3. Stockholder proposal on - cumulative voting Shareholder Yes Against For 4. Stockholder proposal on - pension and retirement medical Shareholder Yes Against For 5. Stockholder proposal on - executive compensation Shareholder Yes Against For 6. Stockholder proposal on - expensing stock options Shareholder Yes Against For 7. Stockholder proposal on - disclosure of executive compensation Shareholder Yes Against For 8. Stockholder proposal on - offshoring Shareholder Yes Against For Sypris SYPR 871655106 4/26/2005 1. Elect Board of Directors Management Yes For For Solutions Inc. Merck & Co. MRK 589331107 4/26/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of independent registered public accounting firm Management Yes For For 3. Proposal concerning stock option awards Shareholder Yes For Against 4. Proposal concerning subjecting non-deductible executive compensation to shareholder vote Shareholder Yes For Against 5. Proposal concerning elimination of animal-based test methods Shareholder Yes Against For 6. Proposal concerning separating the roles of bard chair and CEO Shareholder Yes For Against 7. Proposal concerning availability of company products to Canadian wholesalers Shareholders Yes Against For 8. Proposal concerning use of shareholder resources for political purposes Shareholder Yes For Against 9. Proposal concerning a report related to the global HIV/AIDS- TB-Malaria pandemics Shareholder Yes Against For General GE 369604103 4/27/2005 A. Elect Board of Directors Management Yes For For Electric B. Ratify selction of independent Company auditor Management Yes For For 1. Cumulative Voting Shareholder Yes Against For 2. Report on Nuclear Risk Shareholder Yes Against For 3. Report on PCB Cleanup Costs Shareholder Yes Against For 4. Curb over-extended Directors Shareholder Yes Against For 5. Report on sustainability Shareholder Yes Against For 6. Disclose Political Contributions Shareholder Yes Against For 7. Animal Testing Shareholder Yes Against For Bank of BAC 060505104 4/27/2005 1. Elect Board of Directors Management Yes For For America 2. Ratify independent public Corporation accountants Management Yes For For 3. Stockholder proposal - political contributions Shareholder Yes Against For 4. Stockholder proposal - Nomination of Directors Shareholder Yes Against For Olin OLN 680665205 4/28/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Proposal to approve amended and restated 1997 Stock Plan for non-enployee directors Management Yes For For 3. Proposal to approve the Olin Senior Management incentive compensation plan, as amended Management Yes For For 4. Ratification of appointment of independent auditors Management Yes For For Kimberly-Clark KMB 494368103 4/28/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify independent public accountants Management Yes For For 3. Shareholder proposal regarding adoption of global human rights standards Shareholder Yes For Against A.M. Castle CAS 148411101 4/28/2005 1. Elect Board of Directors Management Yes For For & Co. 2. Ratify appointment of Deloitte & Touche LLP Management Yes For For Pfizer Inc. PFE 717081103 4/28/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of KPMG LLP Management Yes For For 3. Shareholder proposal relating to term limits for directors Shareholder Yes Against For 4. Shareholder Proposal requesting a report on increasing access to Pfizer products Shareholder Yes Against For 5. Shareholder Proposal relating to importation of prescription drugs Shareholder Yes Against For 6. Shareholder Proposal relating to political contributions Shareholder Yes Against For 7. Shareholder Proposal relating to product availability in Canada Shareholder Yes Against For 8. Shareholder Proposal relating to the separation of the roles of Chair and CEO and access to pharmaceutical products Shareholder Yes Against For SBC SBC 78387G103 4/26/2005 1. Elect Board of Directors Management Yes For For Communications 2. Ratify appointment of Independent Inc. Auditors Management Yes For For 3. Approval of stock purchase and deferral plan Management Yes For For 4. Stockholder Proposal A Shareholder Yes Against For 5. Stockholder Proposal B Shareholder Yes Against For 6. Stockholder Proposal C Shareholder Yes Against For 7. Stockholder Proposal D Shareholder Yes Against For InfoUSA Inc. IUSA 456818301 4/29/2005 1. Elect Board of Directors Management Yes For For 2. Proposal to approe an amendment to the 1997 Stock Option Plan Management Yes Against Against Motorola Inc. MOT 620076109 5/2/2005 1. Elect Board of Directors Management Yes For For 2. Shareholder proposal re: non- deductible executive compensation Shareholder Yes Against For 3. Shareholder proposal re: director election by majority vote Shareholder Yes Against For Manulife MFC 56501R106 5/5/2005 1. Elect Board of Directors Management Yes For For Financial Corp. 2. Ratify appointment of Ernst & Young LLP Management Yes For For 3. Shareholder Proposal 1 Shareholder Yes Against For 4. Shareholder Proposal 2 Shareholder Yes Against For 5. Shareholder Proposal 3 Shareholder Yes Against For 6. Shareholder Proposal 4 Shareholder Yes Against For 7. Shareholder Proposal 5 Shareholder Yes Against For 8. Shareholder Proposal 6 Shareholder Yes Against For Temple-Inland TIN 879868107 5/9/2005 1. Elect Board of Directors Management Yes For For Inc. 2. Ratify appointment of Ernst & Young LLP Management Yes For For Technitrol Inc. TNL 878555101 5/18/2005 1. Elect Board of Directors Management Yes Against Against 2. Proposal to increase the number of shares authorized for issuance under the Board of Directors Stock Plan Management Yes Against Against Wausau-Mosinee WPP 943315101 4/21/2005 1. Elect Board of Directors Management Yes For For Paper Corp. 2. Amendment to restated articles of incorporation of change name to "Wausau Paper Corp." Management Yes For For Brookline Bancorp, Inc. BRKL 11373M107 4/21/2005 1. Elect Board of Directors Management Yes For For 2. Approval of Company's Annual Senior Executive Officer incentive compensation plan Management Yes For For 3. Ratify appointment of KPMG LLP Management Yes For For Crompton CK 227116100 4/26/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Approval of the 2005 Crompton Corp short-term incentive plan Management Yes For For 3. Ratify appointment of KPMG LLP Management Yes For For Maytag MYG 578592107 5/12/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of Ernst & Young LLP Management Yes For For 3. Amend bylaws to change the election of directors to an annual basis to a classified basis Management Yes For For 4. Proposal concerning the classification of the board of directors Shareholder Yes Abstain Against 5. Proposal concerning adoption of "poison pill" provisions Shareholder Yes For Against 6. Proposal concerning a committee to report on outsourcing/offshore manufacturing Shareholder Yes Abstain Against 7. Proposal concerning a code of conduct based on international labor organization standards Shareholder Yes Abstain Against Infousa Inc. IUSAPE 456818301 4/29/2005 1. Elect Board of Directors Management Yes For For 2. Amendment to the Infousa 1997 stock option plan increasing the number of shares available Management Yes Against Against Westaff, Inc. WSTF 957070105 5/18/2005 1.Elect Board of Directors Management Yes Withold Against Stover State Street STT 857477103 4/20/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of Ernst & Young LLP Management Yes For For Goodyear Tire & GT 382550101 4/26/2005 1. Elect Board of Directors Management Yes For For Rubber Company 2. Amend Code to permit Goodyear to notify shareholders of meetings electronically Management Yes For For 3. Amend Code of Regulations to provide for the annual election of directors Management Yes For For 4. Approve the adoption of the Goodyear 2005 performance plan Management Yes For For 5. Ratify appointment of PricewaterhouseCoopers Management Yes For For 6. Shareholder proposal - re: executive compensation Shareholder Yes Against For Wells Fargo WFC 949746101 4/26/2005 1. Elect Board of Directors Management Yes For For & Company 2. Approve the Company's amended and restated long-term incentive compensation plan Management Yes For For 3. Ratify appointment of KPMG LLP Management Yes For For 4. Stockholder proposal regarding payday lending Shareholder Yes Against For 5. Stockholder proposal regarding executive compensation and predatory lending Shareholder Yes Against For 6. Stockholder proposal regarding performance shares Shareholder Yes Against For 7. Stockholder proposal regarding chief exective officer Shareholder Yes Against For 8. Stockholder proposal regarding separation of board chair and ceo positions Shareholder Yes Against For Cendant CD 151313103 4/26/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of Deloitte & Touche LLP Management Yes For For 3. Approve Cendant amended and restated 1999 non-employee directors deferred comp. plan Management Yes For For 4. Approve the Cendant 2005 UK share incentive plan Management Yes For For 5. Stockholder proposal regarding chief executive officer compensation Shareholder Yes Against For 6. Stockholder proposal regarding severance agreements Shareholder Yes Against For Russell RML 782352108 4/27/2005 1. Elect Board of Directors Management Yes For For Corporation Stanley Works SWK 854616109 4/27/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of Ernst & Young Management Yes For For 3. Proposal urging Board of Directors to require that all members be elected annually Shareholder Yes Against For 4. Proposal regarding provision of non-audit services by independent auditors Shareholder Yes Against For Johnson JNJ 478160104 4/28/2005 1. Elect Board of Directors Management Yes For For & Johnson 2. Approval of 2005 Long-term incentive plan Management Yes For For 3. Ratify appointment of PricewaterhouseCoopers Management Yes For For AES Corporation AES 00130H105 4/28/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of independent auditors Management Yes For For Freescale FSL 35687M206 4/29/2005 1. Elect Board of Directors Management Yes For For Semiconductor, 2. Approve amendments to our amended Inc. and restated certificate of incorporation Management Yes For For 3. Approve amendments to our amended and restated by-laws Management Yes For For 4. Approve our Omnibus incentive plan of 2005 Management Yes For For 5. Ratify appointment of KPMG Management Yes For For Lamson & LMS 513696104 4/29/2005 1. Elect Board of Directors Management Yes Against Against Sessions Co. Kellogg K 487836108 4/29/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify appointment of independent auditors Management Yes For For 3. Report on impacts of genetically engineered food Shareholder Yes Against For 4. Appointment of investment banker Shareholder Yes Against For Strategic SDIX 862700101 5/3/2005 1. Elect Board of Directors Management Yes For For Diagnostics Inc. Raytheon RTN 755111507 5/4/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify independent auditors Management Yes For For 3. Amendment to certificate of incorporation to declassify the board of directors Management Yes For For 4. Amendments to 2001 Stock Plan Management Yes For For 5. Amendments to 1997 nonemployee directors restricted stock plan Management Yes For For 6. Macbride principles Shareholder Yes Against For 7. Majority voting for directors Shareholder Yes Against For 8. Elect retiree as director Shareholder Yes Against For Encore Wire WIRE 292562105 5/3/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of Ernst & Young LLP Management Yes For For ChevronTexaco CVX 166764100 4/27/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of independent registered public accounting firm Management Yes For For 3. Director's Compensation Shareholder Yes Against For 4. Executive Severance Agreements Shareholder Yes Against For 5. Stock Option Expensing Shareholder Yes Against For 6. Animal Testing Shareholder Yes Against For 7. Oil & Gas Drilling in protected/ sensitive areas Shareholder Yes Against For 8. Report on Ecuador Shareholder Yes Against For Aquila, Inc. ILA 03840P102 5/4/2005 1. Elect Board of Directors Management Yes For For Pepsico Inc. PEP 713448108 5/4/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of auditors Management Yes For For 3. Shareholder proposal Shareholder Yes Against For PMA Capital PMACA 693419202 5/5/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of Deloitte & Touche Management Yes For For Maxwell MXWL 577767106 5/5/2005 1. Elect Board of Directors Management Yes For For Technologies, 2. Ratify appointment of McGladrey & Inc. Pullen Management Yes For For 3. Approval of 2004 Employee stock purchase plan Management Yes For For 4. Approval of 2005 Omnibus equity incentive plan Management Yes For For Union UPN 907818108 5/5/2005 1. Elect Board of Directors Management Yes For For Pacific 2. Adopt the Union Pacific Corporation Corporation executive incentive plan Management Yes For For 3. Ratify appointment of Deloitte & Touche Management Yes For For 4. Shareholder proposal regarding a restricted share grant Shareholder Yes Against For Schering-Plough SGP 806605101 4/26/2005 1. Elect Board of Directors Management No Corporation 2. Ratify independent auditors Management No 3. Shareholder proposal on annual election of directors Shareholder No 4. Shareholder proposal on animal testing Shareholder No Freescale FSL 35687M206 4/29/2005 1. Elect Board of Directors Management Yes For For Semiconductor, 2. Approve amendments to our amended Inc. and restated certificate of incorporation Management Yes For For 3. Approve amendments to our amended and restated by-laws Management Yes For For 4. Approve our omnibus incentive plan of 2005 Management Yes For For 5. Ratify appointment of KPMG, LLC Management Yes For For Neose NTEC 640522108 5/3/2005 1. Elect Board of Directors Management Yes For For Technologies, 2. Ratify appointment of KPMG LLC Management Yes For For Inc. 3. Approve/adopt amendment to the 2004 equity incentive plan to increase number of shares Management Yes Abstain Against Verizon VZ 92343V104 5/5/2005 1. Elect Board of Directors Management Yes For For Communications 2. Ratify public accounting firm Management Yes For For Inc. 3. Cumulative Voting Shareholder Yes Against For 4. Majority vote for election of directors Shareholder Yes Against For 5. Board composition Shareholder Yes Against For 6. Separate Chairman and CEO Shareholder Yes Against For 7. Directors' liability Shareholder Yes Against For 8. Report on political contribtuions Shareholder Yes Against For Illinois Tool ITW 452308109 5/6/2005 1. Elect Board of Directors Management Yes For For Works Inc. 2. Ratify appointment of Deloitte & Touche LLP Management Yes For For 3. Proposal requiring implementation of certain business principles for workers in China Shareholders Yes Against For 4. Proposal requiring a majority vote for election of directors Shareholder Yes Against For Trinity TRN 896522109 5/9/2005 1. Elect Board of Directors Management Yes For For Industries, Inc. 2. Ratify appointment of Ernst & Young Management Yes For For Whiting WLL 966387102 5/10/2005 1. Elect Board of Directors Management Yes For For Petroleum 2. Ratify appointment of Deloitte & Corporation Touche Management Yes For For 3M Company MMM 88579Y101 5/10/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of PricewaterhouseCoopers Management Yes For For 3. Approval of 2005 Management Stock Ownership Program Management Yes For For 4. Stockholder proposal relating to animal testing Shareholder Yes Against For 5. Stockholder proposal relating to operations in China Shareholder Yes Against For Progress PGN 743263105 5/11/2005 1. Elect Board of Directors Management Yes For For Energy, Inc. 2. Ratify appointment of Deloitte & Touche Management Yes For For Denbury DNR 247916208 5/11/2005 1. Elect Board of Directors Management Yes For For Resources, Inc. 2. Proposal to extend the term of our employee stock purchase plan Management Yes For For United USTR 913004107 5/11/2005 1. Elect Board of Directors Management Yes For For Stationers Inc. 2. Ratify appointment of Ernst & Young LLP Management Yes For For 3. Approval of the amended and restated management incentive plan Management Yes For For Ford Motor F 345370860 5/12/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify appointment of public accounting firm Management Yes For For 3. Disclosure of officers' compensation Shareholder Yes Against For 4. Company reporting on cafe lobbying efforts Shareholder Yes Against For 5. Limiting certain compensation for named executives Shareholder Yes Against For 6. Tying executive compensation to a reduction of lifetime product greenhouse gas emissions Shareholder Yes Against For 7. Consideration of recapitalization plan to provide that all company stock have 1 vote per share Shareholder Yes Against For 8. Establishing a committee of the Board of Directors to evaluate any conflict of interest Shareholder Yes Against For Gillette G 375766102 5/12/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify appointment of public accounting firm Management Yes For For Dow Chemical DOW 260543103 5/12/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify appointment of public accounting firm Management Yes For For 3. Stockholder proposal on certain toxic substances Shareholder Yes Against For Gevity HR, Inc. GVHR 374393106 5/12/2005 1. Elect Board of Directors Management Yes For For 2. 2005 Equity incentive plan Management Yes Against Against 3. Executive incentive compensation plan Management Yes Against Against Praecis PRCS 739421105 5/12/2005 1. Elect Board of Directors Management Yes For For Pharmaceuticals 2. Ratify appointment of Ernst & Inc. Young LLP Management Yes For For Broadwing BWNG 11161E101 5/13/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of KPMG LLP Management Yes For For Playtex PYX 72813P100 5/16/2005 1. Elect Board of Directors Management Yes For For Products Inc. 2. Ratify appointment of KPMG LLP Management Yes For For 3. Approval of the Company's incentive bonus plan Management Yes For For 4. Approval of the Company's Stock Award Plan Management Yes Against Against Airtran AAI 00949P108 5/17/2005 1. Elect Board of Directors Management Yes For For Holdings, Inc. 2. Amend Company's 2002 Long-Term incentive compensation plan Management Yes For For Intel INTC 458140100 5/18/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of public accounting firm Management Yes For For 3. Approval of amendment and extension of the 2004 equity incentive plan Management Yes For For 4. Approval of amendment and extension of the executive officer incentive plan Management Yes For For Polyone POL 73179P106 5/19/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Proposal to approve the Polyone Corporation Senior Executive Annual Incentive Plan Management Yes For For 3. Proposal to approve the 2005 Equity and Performance Incentive Plan Management Yes For For Railpower RLPPF 750758104 5/6/2005 1. Elect Chief Executive Officer Management Yes For For Technologies 2. Elect Board of Directors Management Yes For For Corp. 3. Ratify appointment of KPMG Management Yes For For 4. Approve the amendment and restatement of the Stock Option Plan Management Yes For For Eastman EK 277461109 5/11/2005 1. Elect Board of Directors Management Yes For For Kodak Company 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For 3. Approval of the 2005 Omnibus long- term compensation plan. Management Yes Against Against 4. Approval of amendment to executive compensation for excellence and leadership plan Management Yes Against Against 5. Approval of amendment to Section 5 regarding the election of directors Management Yes For For 6. Approval of amendment to Section 7 regarding certain dispositions of the company Management Yes For For 7. Approval of amendment to Section 8 to remove the provision regarding loans Management Yes For For Cray Inc. CRAYE 225223106 5/11/2005 1. Elect Board of Directors Management Yes For For 2. Approval of the Amendments to our 2001 Employee Stock Purchase Plan Management Yes Against Against Aleris ARS 014477103 5/19/2005 1. Elect Board of Directors Management Yes For For International 2. Ratify appointment of Ernst & Inc. Young LLP Management Yes For For Xerox XRX 984121103 5/19/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of independent public accounting firm Management Yes For For Mentor MENT 587200106 5/19/2005 1. Elect Board of Directors Management Yes For For Graphics Corporation Constellation CEG 210371100 5/20/2005 1. Elect Board of Directors Management Yes For For Energy Group, 2. Ratify appointment of Inc. PricewaterhouseCoopers LLP Management Yes For For Allmerica AFC 019754100 5/17/2005 1. Elect Board of Directors Management Yes For For Financial 2. Ratify appointment of Corporation PricewaterhouseCoopers LLP Management Yes For For E.Piphany, Inc. EPNY 26881V100 5/19/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of Ernst & Young LLP Management Yes For For Dynegy Inc. DYN 26816Q101 5/19/2005 1. Elect Board of Directors Management Yes For For 2. Proposal to change Dynegy's State of Incorporation from Illinois to Delaware Management Yes For For 3. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For 4. Proposal regarding recoupment of senior executive compensation Shareholder Yes Against For EMS ELMG 26873N108 5/20/2005 1. Elect Board of Directors Management Yes Against Against Technologies, Inc. Prospect Street PHY 743586406 5/20/2005 1. Elect Board of Directors Management Yes For For High Income Port-Common U.S. Physical Therapy Inc. USPH 90337L108 5/25/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of Grant Thornton LLP Management Yes For For U.S.I. USIH 90333H101 5/25/2005 1. Elect Board of Directors Management Yes For For Holdings 2. Approval of amended and restated Corporation certificate of incorporation Management Yes For For Foot Locker, FL 344849104 5/25/2005 1. Elect Board of Directors Management Yes For For Inc. 2. Ratify appointment of independent accountants Management Yes For For Exxon Mobil XOM 30231G102 5/25/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of Independent Auditors Management Yes For For 3. Political Contributions Shareholder Yes Against For 4. Board Compensation Shareholder Yes Against For 5. Industry Experience Shareholder Yes Against For 6. ACEH Security Report Shareholder Yes Against For 7. Amendment of EEO Policy Shareholder Yes Against For 8. BioDiversity Impact Report Shareholder Yes Against For 9. Climate Science Report Shareholder Yes Against For 10. Kyoto Compliance Report Shareholder Yes Against For Safeway Inc. SWY 786514208 5/25/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of Deloitte & Touche LLP Management Yes For For 3. Proposal requesting Cumulative Voting Shareholder Yes For Against 4. Proposal requesting the sale of Safeway to the highest bidder Shareholder Yes For Against 5. Proposal requesting an independent director as chairman of the board Shareholder Yes For Against 6. Proposal requesting that the Company issue an annual sustainability report Shareholder Yes Against For 7. Proposal requesting that 50% of each director's compensation be paid in restricted in stock Shareholder Yes For Against 8. Proposal requesting majority vote for election of directors Shareholder Yes For Against 9. Proposal requesting independent Board committees Shareholder Yes For Against 10. Proposal requesting an office of the Board of Directors Shareholder Yes For Against Southern SO 842587107 5/25/2005 1. Elect Board of Directors Management Yes For For Company 2. Ratify appointment of Deloitte & Touche LLP Management Yes For For 3. Stockholder Proposal on political contributions report Shareholder Yes Against For Rewards IRN 761557107 5/25/2005 1. Elect Board of Directors Management Yes Against Against Network Inc. 4Kids KDE 350865101 5/26/2005 1. Elect Board of Directors Management Yes For For Entertainment, 2. Ratify appointment of Deloitte & Inc. Touche LLP Management Yes For For 3. Proposal to approve thd 4Kids 2005 long-term incentive compensation plan Management Yes Against Against Captiva CPTV 14073T109 5/26/2005 1. Elect Board of Directors Management Yes For For Software 2. Approve an increase in the number Corporation of common stock for issuance under stock opt. Plan Management Yes For For 3. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For Chiquita CQB 170032809 5/26/2005 1. Elect Board of Directors Management Yes For For Brands 2. Ratify appointment of Ernst & International Young LLP Management Yes For For Duquesne DQE 266233105 5/26/2005 1. Elect Board of Directors Management Yes For For Light 2. Ratify appointment of Deloitte & Holdings, Inc. Touche LLP Management Yes For For Quanta PWR 74762E102 5/26/2005 1. Elect Board of Directors Management Yes For For Services, Inc. 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For GSI Lumonics GSLI 36229U102 5/26/2005 1. Elect Board of Directors Management Yes For For Inc. 2. Ratify appointment of Ernst & Young LLP Management Yes For For 3. Resolution regarding electing director nominees Management Yes For For 4. Approval of the adoption of the Company's shareholder rights plan Management Yes Against Against 5. Approval of the amendment to the change the company name to GSI Group, Inc. Management Yes For For 6. Approval of the amendment to the company's by-law number 1 Management Yes Against Against Citizens First CTZN 17461R106 5/26/2005 1. Elect Board of Directors Management Yes For For Bancorp, Inc. 2. Ratify appointment of BDO Seidman, LLP Management Yes For For Viacom Inc. VIA 925524100 5/26/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For 3. Approval of the amended and restated Viacom Senior Executive short-term incentive plan Management Yes Against Against 4. Approval of the Viacom, Inc. 2005 RSU Plan for outside directors Management Yes Against Against Epix EPIX 26881Q101 6/2/2005 1. Elect Board of Directors Management Yes Against Against Pharmaceuticals, 2. Proposal to approve amendment of Inc. the 1992 Incentive Plan Management Yes Against Against 3. Proposal to approve amendment of the 1996 Director Stock Option Management Yes Against Against 4. Ratify appointment of Ernst & Young LLP Management Yes For For Genitope GTOP 37229P507 6/3/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For Teletech TTEC 879939106 5/24/2005 1. Elect Board of Directors Management Yes For For Holdings, Inc. 2. Amendment to Teletech Holdings, Inc. Employee Stock Purchase Plan Management Yes For For 3. Ratify appointment of Ernst & Young LLP Management Yes For For 4. Shareholder Proposal Shareholder Yes Against For Healthtronics, HTRN 42222L107 5/26/2005 1. Elect Board of Directors Management Yes For For Inc. 2. Amend the Healthtronics 2004 Equity Incentive Plan Management Yes For For Steven Madden, SHOO 556269108 5/27/2005 1. Elect Board of Directors Management Yes For For LTD 2. Ratify appointment of Eisner LLP Management Yes For For 3. Approval of the issuance of shares to Mr. Schmertz("for") and Mr. Chen("against") Management Yes Against Against 4. Approval of the issuance of shares to Mr. Schmertz("against") and Mr. Chen("for") Management Yes Against Against Maxygen, Inc. MAXY 577776107 6/7/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of Ernst & Young LLP Management Yes For For Newpark NR 651718504 6/8/2005 1. Elect Board of Directors Management Yes For For Resources, Inc. 2. Ratify appointment of Ernst & Young LLP Management Yes For For Global Power GEG 37941P108 6/9/2005 1. Elect Board of Directors Management Yes For For Equipment Group, 2. Ratify appointment of Inc PricewaterhouseCoopers LLP Management Yes For For Vivus VVUS 928551100 6/15/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of KPMG LLP Management Yes For For 3. To transact such other business in their discretion as may properly come before the meeting Management Yes For For Isolagen Inc. ILE 46488N103 6/23/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of BDO Seidman, LLP Management Yes For For 3. Approve the adoption of the Isolagen, Inc. 2005 Equity Incentive Plan Management Yes Against Against 4. Amend the Company's Certficate of Incorporation to increase number of common shares Management Yes Against Against Segue SEGU 815807102 6/6/2005 1. Elect Board of Directors Management Yes For For Software, 2. Approve amendment to the restated Inc. certificate of incorporation Management Yes For For 3. Ratify appointment of Grant Thornton LLP Management Yes For For Lightbridge, LTBG 532226107 6/20/2005 1. Elect Board of Directors Management Yes For For Inc. Viewpoint VWPT 92672P108 6/22/2005 1. Elect Board of Directors Management Yes For For Corporation 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For York YRK 986670107 5/26/2005 1. Elect Board of Directors Management Yes For For International 2. Ratify appointment of KPMG LLP Management Yes For For Corporation Pegasystems PEGA 705573103 6/2/2005 1. Elect Board of Directors Management Yes Against Against Inc. 2a. Proposal to amend the provision regarding the purposes of the company Management Yes Against Against 2b. Declassify the Board of Directors and provide for the annual election of Directors Management Yes Against Against 2c. Eliminate the provision relating to filling vacancies on the Board of Directors Management Yes Against Against 2d. Proposal to amend the provision regarding Director removal Management Yes Against Against 2e. Eliminate the supermajority vote requirement to amend certain provisions in Article VI Management Yes Against Against 2f. Eliminate the provision regarding effectiveness of certain provisions Management Yes Against Against 2g. Eliminate the provision regarding indemnification of Directors and Officers Management Yes Against Against 2h. Eliminate the provision regarding intercompany transactions Management Yes Against Against 2i. Amend the provision regarding the limitation of Director liability Management Yes Against Against 3a. Change the quorum requirement for stockholder meetings Management Yes Against Against 3b. Change vote requirements for stockholder action Management Yes Against Against 3c. Change the requirements for Director removal Management Yes Against Against 3d. Amend Article VI of the by-laws regarding amendment of the by-laws Management Yes Against Against 4. Ratify the selection of Deloitte & Touche LLP as independent auditors for the fiscal year Management Yes For For Biogen IDEC BIIB 09062X103 6/3/2005 1. Elect Board of Directors Management Yes For For Inc. 2. Ratify appointment of PricewaterhouseCoopers LLP Management Yes For For 3. Approve 2005 Omnibus Equity Plan Management Yes For For 4. Amendment and Restatement of Employee Stock Purchase Plan Management Yes For For Wal-mart WMT 931142103 6/3/2005 1. Elect Board of Directors Management Yes Against Against 2. Approval of incentive plan Management Yes For For 3. Ratification of independent accountants Shareholder Yes For Against 4. A shareholder proposal regarding an executive compensation Shareholder Yes For Against 5. A shareholder proposal regarding a "Sustainability" report Shareholder Yes For Against 6. A shareholder proposal regarding an equity compensation Shareholder Yes For Against 7. A shareholder proposal regarding political contributions Shareholder Yes For Against 8. A shareholder proposal regarding equal employment opportunity report Shareholder Yes For Against 9. A shareholder proposal regarding a Director Election Majority Vote Standard Shareholder Yes For Against 10. A shareholder proposal regarding Board Independence Shareholder Yes For Against 11. A sharegolder proposal regarding "Performance-Vesting Shares" Shareholder Yes For Against General Motors GM.TO 6/7/2005 1. Elect Board of Directors Management Yes Against Against Corporation 2. Ratify selection of independent accountants Management Yes For For 3. Eliminate awarding, repricing, or renewing stock options Shareholder Yes For Against 4. Adopt cumulative voting Shareholder Yes For Against 5. Request report on greenhouse gas emissions Shareholder Yes For Against 6. Request stockholder approval for future golden parachutes Shareholder Yes For Against 7. Apply simple majority vote on items subject to stockholder vote Shareholder Yes For Against Devon DVN 25179M103 6/8/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of KPMG LLP Management Yes For For 3. Adoption of the Devon Energy Corp. long term incentive plan Management Yes For For 4. Revised Director election vote standard Management Yes Against For Magnum Hunter MHR 55972F203 6/6/2005 1. Approve agreement and plan of Resources merger Management Yes For For 2. To transact such other business before meeting or any adjournment thereof Management Yes For For MS Emerging MSF 61744G107 6/21/2005 1. Elect Board of Directors Management Yes For For Markets Fund Inc. The Thai Fund, TTF 882904105 6/21/2005 1. Elect Board of Directors Management Yes For For Inc. Hollis-Eden HEPH 435902101 6/17/2005 1. Elect Board of Directors Management Yes For For Pharmaceuticals 2. Amend and restatement of stock option plan into equity incentive plan Management Yes Against Against 3. Non- Employee Director's Equity incentive plan Management Yes Against Against 4. Ratify the selection of BDO Seidman LLP Management Yes For For Vicor VICR 925815102 6/23/2005 1. Elect Board of Directors Management Yes For For Maxygen, Inc. 577776107 6/7/2005 1. Elect Board of Directors Management Yes For For 2. Ratify the selection of Ernst & Young LLP Management Yes For For Neopharm NEOL 640919106 6/16/2005 1. Elect Board of Directors Management Yes For For 2. Ratify appointment of KPMG LLP Management Yes For For Nortel NT.TO 656568102 1. Elect Board of Directors Management Yes For For Networks 2. Ratify the selection of Deloitte Corporation & Touche LLP as independent auditors for the fiscal year Management Yes For For 3. Adoption of Nortel U.S. Stock Purchase Plan, Global Stock, Savings and Retirement Plan Management Yes Against Against 4. Nortel Stock Incentive Plan Shareholder Yes Against Against 5. Shareholder Proposal No. 1 Shareholder Yes Against For 6. Shareholder Proposal No. 2 Shareholder Yes Against For 7. Shareholder Proposal No. 3 Shareholder Yes Against For 8. Shareholder Proposal No. 4 Shareholder Yes Against For 9. Shareholder Proposal No. 5 Shareholder Yes Against For 10. Shareholder Proposal No. 6 Shareholder Yes Against For 11. Shareholder Proposal No. 7 Shareholder Yes Against For 12. Shareholder Proposal No. 8 Shareholder Yes Against For 13. Shareholder Proposal No. 9 Shareholder Yes Against For 14. Shareholder Proposal No. 10 Shareholder Yes Against For 15. Shareholder Proposal No. 11 Shareholder Yes Against For Ballard BLDP 05858H104 6/23/2005 1. Elect Board of Directors Management Yes For For Power Systems 2. Ratify appointment of KPMG LLP Management Yes For For Inc. Ariad ARIA 04033A100 6/15/2005 1. Elect Board of Directors Management Yes For For Pharmaceuticals 2. Ratify the selection of Deloitte Inc. & Touche LLP as independent auditors for the fiscal year Management Yes For For Cherokee CHRK 164450108 6/28/2005 1. Elect Board of Directors Management Yes Against Against International 2. Ratify the selection of Deloitte Corp. & Touche LLP as independent auditors for the fiscal year Management Yes For For Crompton Corp. CK 227116100 7/1/2005 1. Approval of the Issuance of Crompton Corporation common Stock Management Yes For For 2. Approval of Amend. To Crompton Corp.'s certificate of incorporation Management Yes For For Parallel PLLL 699157103 6/21/2005 1. Elect Board of Directors Management Yes For For Petroleum 2. Ratify the selection of BDO Corporation Seidman, LLP Management Yes For For Sirna RNAI 829669100 6/14/2005 1. Elect Board of Directors Management Yes For For Therapeutics, 2. Approve the company's 2005 Inc. Performance incentive Management Yes Against Against 3. Ratification of Ernst & Young LLP Management Yes For For 4. Ratification of warrant exchange Management Yes For For 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. ICM Series Trust By: /s/ Warren J. Isabelle ----------------------------- Warren J. Isabelle, President Date: August 29, 2005 -----------------------------