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