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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX


          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file
number                              811-01494
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                   GENERAL ELECTRIC S&S PROGRAM MUTUAL FUND
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               (Exact name of registrant as specified in charter)


              3001, SUMMER STREET,STAMFORD, CONNECTICUT, 06905
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               (Address of principal executive offices) (Zip code)


GE ASSET MANAGEMENT,3001, SUMMER STREET,STAMFORD,CONNECTICUT,06905
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                     (Name and address of agent for service)


Registrant"s telephone number, including area code: 800-242-0134
                                            ----------------------------

Date of fiscal year end: 12/31
                        ---------------------------

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




Item 1. Proxy Voting Record

===========================================================================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vance D. Coffman           For       For        Management
1.2   Elect Director Rozanne L. Ridgway         For       For        Management
1.3   Elect Director Louis W. Sullivan          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Eliminate Animal Testing                  Against   Against    Shareholder
5     Implement China Principles                Against   Against    Shareholder


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.S. Daley                 For       For        Management
1.3   Elect Director H.L. Fuller                For       For        Management
1.4   Elect Director R.A. Gonzalez              For       For        Management
1.5   Elect Director J.M. Greenberg             For       For        Management
1.6   Elect Director J.M. Leiden                For       For        Management
1.7   Elect Director D.A.L. Owen                For       For        Management
1.8   Elect Director B. Powell Jr.              For       For        Management
1.9   Elect Director A.B. Rand                  For       For        Management
1.10  Elect Director W.A. Reynolds              For       For        Management
1.11  Elect Director R.S. Roberts               For       For        Management
1.12  Elect Director W.D. Smithburg             For       For        Management
1.13  Elect Director J.R. Walter                For       For        Management
1.14  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Link Executive Compensation to Government Against   Against    Shareholder
      Fines
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Report on Political Contributions         Against   Against    Shareholder
7     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director John Shelby Amos II       For       For        Management
1.3   Elect  Director Michael H. Armacost       For       For        Management
1.4   Elect  Director Kriss Cloninger III       For       For        Management
1.5   Elect  Director Joe Frank Harris          For       For        Management
1.6   Elect  Director Elizabeth J. Hudson       For       For        Management
1.7   Elect  Director Kenneth S. Janke Sr.      For       For        Management
1.8   Elect  Director Douglas W. Johnson        For       For        Management
1.9   Elect  Director Robert B. Johnson         For       For        Management
1.10  Elect  Director Charles B. Knapp          For       For        Management
1.11  Elect  Director Hidefumi Matsui           For       For        Management
1.12  Elect  Director E. Stephen Purdom, M.D.   For       For        Management
1.13  Elect  Director Barbara K. Rimer, Ph.D.   For       For        Management
1.14  Elect  Director Marvin R. Schuster        For       For        Management
1.15  Elect  Director David Gary Thompson       For       For        Management
1.16  Elect  Director Tohru Tonoike             For       For        Management
1.17  Elect  Director Robert L. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCOA INC.

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

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


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ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Duane Ackerman         For       For        Management
1.2   Elect  Director James G. Andress          For       For        Management
1.3   Elect  Director Edward A. Brennan         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Jack M. Greenberg         For       For        Management
1.6   Elect  Director Ronald T. LeMay           For       For        Management
1.7   Elect  Director Edward M. Liddy           For       For        Management
1.8   Elect  Director J. Christopher Reyes      For       For        Management
1.9   Elect  Director H. John Riley, Jr.        For       For        Management
1.10  Elect  Director Joshua I. Smith           For       For        Management
1.11  Elect  Director Judith A. Sprieser        For       For        Management
1.12  Elect  Director Mary Alice Taylor         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director  Elizabeth E. Bailey       For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Carlos Slim Helu           For       For        Management
1.12  Elect Director Stephen M. Wolf            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Product Warnings for Pregnant Women       Against   Against    Shareholder
7     Cease Use of Light and Ultra Light in     Against   Against    Shareholder
      Cigarette Marketing
8     Apply Fire Safety Standards for           Against   Against    Shareholder
      Cigarettes


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AMERADA HESS CORP.

Ticker:       AHC            Security ID:  023551104
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edith E. Holiday           For       For        Management
1.2   Elect Director John  J. O' Connor         For       For        Management
1.3   Elect Director F. Borden Walker           For       For        Management
1.4   Elect Director Robert N. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN ELECTRIC POWER CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.R. Brooks               For       For        Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Michael G. Morris         For       For        Management
1.8   Elect  Director Lionel L. Nowell III      For       For        Management
1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Submit Executive Retirement Plan to       Against   Against    Shareholder
      Shareholder Vote


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene  Barshefsky      For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan  Leschly              For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific--Compensation-Related    Against   Against    Shareholder
4     Report on Political Contributions         Against   Against    Shareholder


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AMGEN, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. David Baltimore       For       For        Management
1.2   Elect  Director Ms. Judith C. Pelham      For       For        Management
1.3   Elect  Director Mr. Kevin W. Sharer       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Eliminate Animal Testing                  Against   Against    Shareholder
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Adopt Retention Ratio for Executives      Against   Against    Shareholder


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 8, 2005    Meeting Type: Annual
Record Date:  JAN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Doyle             For       For        Management
1.2   Elect  Director Christine King            For       For        Management
1.3   Elect  Director Ray Stata                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   Against    Shareholder


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ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Jacob             For       For        Management
1.2   Elect  Director Charles F. Knight         For       For        Management
1.3   Elect  Director Joyce M. Roche            For       For        Management
1.4   Elect  Director Henry Hugh Shelton        For       For        Management
1.5   Elect  Director Patrick T. Stokes         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 23, 2005   Meeting Type: Annual
Record Date:  JAN 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael H. Armacost        For       For        Management
1.2   Elect Director Deborah E. Coleman         For       For        Management
1.3   Elect Director Herbert M. Dwight, Jr.     For       For        Management
1.4   Elect Director Philip V. Gerdine          For       For        Management
1.5   Elect Director Paul R. Low                For       For        Management
1.6   Elect Director Dan Maydan                 For       For        Management
1.7   Elect Director Steven L. Miller           For       For        Management
1.8   Elect Director James C. Morgan            For       For        Management
1.9   Elect Director Gerhard H. Parker          For       For        Management
1.10  Elect Director Willem P. Roelandts        For       For        Management
1.11  Elect Director Michael R. Splinter        For       For        Management
2     Ratify Auditors                           For       For        Management


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 9, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Leslie A. Brun            For       For        Management
1.3   Elect  Director Gary C. Butler            For       For        Management
1.4   Elect  Director Joseph A. Califano, Jr.   For       For        Management
1.5   Elect  Director Leon G. Cooperman         For       For        Management
1.6   Elect  Director R. Glenn Hubbard          For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Harvey M. Krueger         For       For        Management
1.9   Elect  Director Frederic V. Malek         For       For        Management
1.10  Elect  Director Henry Taub                For       For        Management
1.11  Elect  Director Arthur F. Weinbach        For       For        Management
2     Ratify Auditors                           For       For        Management


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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       For        Management
1.2   Elect  Director Ann S. Moore              For       For        Management
1.3   Elect  Director Lawrence A. Weinbach      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Disclose Charitable Contributions and     Against   Against    Shareholder
      Fundraising Efforts
6     Reformulate Products to Remove Chemicals  Against   Against    Shareholder
      Banned by EU


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director W. Steven Jones           For       For        Management
1.8   Elect  Director Kenneth D. Lewis          For       For        Management
1.9   Elect  Director Walter E. Massey          For       For        Management
1.10  Elect  Director Thomas J. May             For       For        Management
1.11  Elect  Director Patricia E. Mitchell      For       For        Management
1.12  Elect  Director Edward L. Romero          For       For        Management
1.13  Elect  Director Thomas M. Ryan            For       For        Management
1.14  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.15  Elect  Director Meredith R. Spangler      For       For        Management
1.16  Elect  Director Robert L. Tillman         For       For        Management
1.17  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder
4     Director Nominee Amendment                Against   Against    Shareholder


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leonard Feinstein         For       For        Management
1.2   Elect  Director Robert Kaplan             For       For        Management
1.3   Elect  Director Dean S. Adler             For       For        Management
1.4   Elect  Director Jordan Heller             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt ILO-based Code of Conduct           Against   Against    Shareholder
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Declassify the Board of Directors         Against   Against    Shareholder


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: APR 30, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Warren E. Buffett         For       For        Management
1.2   Elect  Director Charles T. Munger         For       For        Management
1.3   Elect  Director Howard G. Buffett         For       For        Management
1.4   Elect  Director Malcolm G. Chace          For       For        Management
1.5   Elect  Director William H. Gates III      For       For        Management
1.6   Elect  Director David S. Gottesman        For       For        Management
1.7   Elect  Director Charlotte Guyman          For       For        Management
1.8   Elect  Director Donald R. Keough          For       For        Management
1.9   Elect  Director Thomas S. Murphy          For       For        Management
1.10  Elect  Director Ronald L. Olson           For       For        Management
1.11  Elect  Director Walter Scott, Jr.         For       For        Management
2     Amend Articles                            For       For        Management
3     Amend Articles                            For       For        Management


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BMC SOFTWARE, INC.

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

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


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BURLINGTON NORTHERN SANTA FE CORP.

Ticker:       BNI            Security ID:  12189T104
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A.L. Boeckmann            For       For        Management
1.2   Elect  Director V.S. Martinez             For       For        Management
1.3   Elect  Director M.F. Racicot              For       For        Management
1.4   Elect  Director R.S. Roberts              For       For        Management
1.5   Elect  Director M.K. Rose                 For       For        Management
1.6   Elect  Director M.J. Shapiro              For       For        Management
1.7   Elect  Director J.C. Watts, Jr.           For       For        Management
1.8   Elect  Director R.H. West                 For       For        Management
1.9   Elect  Director J.S. Whisler              For       For        Management
1.10  Elect  Director E.E. Whitacre, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management


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BURLINGTON RESOURCES INC.

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

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


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CABLEVISION SYSTEMS CORP.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles D. Ferris          For       For        Management
1.2   Elect Director Richard H. Hochman         For       For        Management
1.3   Elect Director Victor Oristano            For       For        Management
1.4   Elect Director Vincent Tese               For       For        Management
1.5   Elect Director Thomas V. Reifenheiser     For       For        Management
1.6   Elect Director John R. Ryan               For       For        Management
2     Ratify Auditors                           For       For        Management


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

CARDINAL HEALTH, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George H. Conrades        For       For        Management
1.2   Elect  Director Robert L. Gerbig          For       For        Management
1.3   Elect  Director Richard C. Notebaert      For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Declassify the Board of Directors         Against   Against    Shareholder


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

CARNIVAL CORP.

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

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


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

CERTEGY INC

Ticker:       CEY            Security ID:  156880106
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles T. Doyle          For       For        Management
1.2   Elect  Director Kenneth A. Guenther       For       For        Management
1.3   Elect  Director Keith W. Hughes           For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHECKFREE CORP.

Ticker:       CKFR           Security ID:  162813109
Meeting Date: OCT 27, 2004   Meeting Type: Annual
Record Date:  SEP 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter J. Kight            For       For        Management
1.2   Elect  Director Lewis C. Levin            For       For        Management
1.3   Elect  Director Jeffrey M. Wilkins        For       For        Management


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director ZOE BAIRD                  For       For        Management
1.2   Elect Director SHEILA P. BURKE            For       For        Management
1.3   Elect Director JAMES I. CASH, JR.         For       For        Management
1.4   Elect Director JOEL J. COHEN              For       For        Management
1.5   Elect Director JAMES M. CORNELIUS         For       For        Management
1.6   Elect Director JOHN D. FINNEGAN           For       For        Management
1.7   Elect Director KLAUS J. MANGOLD           For       For        Management
1.8   Elect Director SIR DAVID G SCHOLEY CBE    For       For        Management
1.9   Elect Director RAYMOND G.H. SEITZ         For       For        Management
1.10  Elect Director LAWRENCE M. SMALL          For       For        Management
1.11  Elect Director DANIEL E. SOMERS           For       For        Management
1.12  Elect Director KAREN HASTIE WILLIAMS      For       For        Management
1.13  Elect Director ALFRED W. ZOLLAR           For       For        Management
2     Ratify Auditors                           For       For        Management


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  SEP 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Larry R. Carter           For       For        Management
1.4   Elect  Director John T. Chambers          For       For        Management
1.5   Elect  Director Dr. James F. Gibbons      For       For        Management
1.6   Elect  Director Dr. John L. Hennessy      For       For        Management
1.7   Elect  Director Roderick C. McGeary       For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director John P. Morgridge         For       For        Management
1.10  Elect  Director Donald T. Valentine       For       For        Management
1.11  Elect  Director Steven M. West            For       For        Management
1.12  Elect  Director Jerry Yang                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Pay Disparity                   Against   Against    Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Klaus Kleinfeld           For       For        Management
1.9   Elect  Director Dudley C. Mecum           For       For        Management
1.10  Elect  Director Anne Mulcahy              For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director Charles Prince            For       For        Management
1.13  Elect  Director Judith Rodin              For       For        Management
1.14  Elect  Director Robert E. Rubin           For       For        Management
1.15  Elect  Director Franklin A. Thomas        For       For        Management
1.16  Elect  Director Sanford I. Weill          For       For        Management
1.17  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Prohibit Chairman From Management Duties, Against   Against    Shareholder
      Titles or Responsibilities
7     Limit Executive Compensation              Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Review/Limit Executive Compensation       Against   Against    Shareholder
10    Adopt Simple Majority Vote                Against   Against    Shareholder


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

CLOROX COMPANY, THE

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 17, 2004   Meeting Type: Annual
Record Date:  SEP 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel Boggan, Jr.        For       For        Management
1.2   Elect  Director Tully M. Friedman         For       For        Management
1.3   Elect  Director Christoph Henkel          For       For        Management
1.4   Elect  Director William R. Johnson        For       For        Management
1.5   Elect  Director Gerald E. Johnston        For       For        Management
1.6   Elect  Director Robert W. Matschullat     For       For        Management
1.7   Elect  Director Gary G. Michael           For       For        Management
1.8   Elect  Director Klaus Morwind             For       For        Management
1.9   Elect  Director Jan L. Murley             For       For        Management
1.10  Elect  Director Lary R. Scott             For       For        Management
1.11  Elect  Director Michael E. Shannon        For       For        Management
2     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash
3     Ratify Auditors                           For       For        Management


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

COCA-COLA COMPANY, THE

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

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


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

COLGATE-PALMOLIVE CO.

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

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


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

COMCAST CORP.

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

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


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

CONOCOPHILLIPS

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.J. Mulva                For       For        Management
1.2   Elect  Director Norman R. Augustine       For       For        Management
1.3   Elect  Director Larry D. Horner           For       For        Management
1.4   Elect  Director Charles C. Krulak         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

CORINTHIAN COLLEGES, INC.

Ticker:       COCO           Security ID:  218868107
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  OCT 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David G. Moore            For       For        Management
1.2   Elect  Director Jack D. Massimino         For       For        Management
1.3   Elect  Director Hank Adler                For       For        Management
2     Ratify Auditors                           For       For        Management


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

DANAHER CORP.

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

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


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

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 23, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Block             For       For        Management
1.2   Elect  Director T. Kevin Dunnigan         For       For        Management
1.3   Elect  Director Dipak C. Jain             For       For        Management
1.4   Elect  Director Joachim Milberg           For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

DELL INC.

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

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


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

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director Ronald J. Calise           For       For        Management
1.3   Elect Director Thos. E. Capps             For       For        Management
1.4   Elect Director George A. Davidson, Jr.    For       For        Management
1.5   Elect Director Thomas F. Farrell, II      For       For        Management
1.6   Elect Director John W. Harris             For       For        Management
1.7   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.8   Elect Director Mark J. Kington            For       For        Management
1.9   Elect Director Benjamin J. Lambert, III   For       For        Management
1.10  Elect Director Richard L. Leatherwood     For       For        Management
1.11  Elect Director Margaret A. McKenna        For       For        Management
1.12  Elect Director Kenneth A. Randall         For       For        Management
1.13  Elect Director Frank S. Royal             For       For        Management
1.14  Elect Director S. Dallas Simmons          For       For        Management
1.15  Elect Director David A. Wollard           For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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

DOVER CORP.

Ticker:       DOV            Security ID:  260003108
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David H. Benson           For       For        Management
1.2   Elect  Director Robert W. Cremin          For       For        Management
1.3   Elect  Director Jean-Pierre M. Ergas      For       For        Management
1.4   Elect  Director Kristiane C. Graham       For       For        Management
1.5   Elect  Director Ronald L. Hoffman         For       For        Management
1.6   Elect  Director James L. Koley            For       For        Management
1.7   Elect  Director Richard K. Lochridge      For       For        Management
1.8   Elect  Director Thomas L. Reece           For       For        Management
1.9   Elect  Director Bernard G. Rethore        For       For        Management
1.10  Elect  Director Michael B. Stubbs         For       For        Management
1.11  Elect  Director Mary A. Winston           For       For        Management
2     Other Business                            For       Abstain    Management


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

EATON CORP.

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

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


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

EBAY INC.

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

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


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

EMC CORP.

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

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


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 1, 2005    Meeting Type: Annual
Record Date:  NOV 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D.N. Farr                 For       For        Management
1.2   Elect  Director C.A. Peters               For       For        Management
1.3   Elect  Director D.C. Farrell              For       For        Management
1.4   Elect  Director J.W. Prueher              For       For        Management
1.5   Elect  Director R.B. Horton               For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend Equal Employment Policy Regarding   Against   Against    Shareholder
      Sexual Orientation


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

ENCANA CORP[FORMERLY PANCANADIAN ENERGY CORP

Ticker:       ECA.           Security ID:  292505104
Meeting Date: APR 27, 2005   Meeting Type: Annual/Special
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael N. Chernoff        For       For        Management
1.2   Elect Director Ralph S. Cunningham        For       For        Management
1.3   Elect Director Patrick D. Daniel          For       For        Management
1.4   Elect Director Ian W. Delaney             For       For        Management
1.5   Elect Director William R. Fatt            For       For        Management
1.6   Elect Director Michael A. Grandin         For       For        Management
1.7   Elect Director Barry W. Harrison          For       For        Management
1.8   Elect Director Dale A. Lucas              For       For        Management
1.9   Elect Director Ken F. McCready            For       For        Management
1.10  Elect Director Gwyn Morgan                For       For        Management
1.11  Elect Director Valerie A.A. Nielsen       For       For        Management
1.12  Elect Director David P. O'Brien           For       For        Management
1.13  Elect Director Jane L. Peverett           For       For        Management
1.14  Elect Director Dennis A. Sharp            For       For        Management
1.15  Elect Director James M. Stanford          For       For        Management
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors
3     Amend Employee Stock Option Plan          For       For        Management
4     Approve 2:1 Stock Split                   For       For        Management


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

ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 13, 2005   Meeting Type: Annual
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen Scannell Bateman   For       For        Management
1.2   Elect Director W. Frank Blount            For       For        Management
1.3   Elect Director Simon D. deBree            For       For        Management
1.4   Elect Director Claiborne P. Deming        For       For        Management
1.5   Elect Director Alexis Herman              For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Robert v.d. Luft           For       For        Management
1.9   Elect Director Kathleen A. Murphy         For       For        Management
1.10  Elect Director James R. Nichols           For       For        Management
1.11  Elect Director William A. Percy, II       For       For        Management
1.12  Elect Director Dennis H. Reilley          For       For        Management
1.13  Elect Director Steven V. Wilkinson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require the Chairman of the Board Be an   Against   Against    Shareholder
      Independent Director
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George A. Alcorn          For       For        Management
1.2   Elect  Director Charles R. Crisp          For       For        Management
1.3   Elect  Director Mark G. Papa              For       For        Management
1.4   Elect  Director Edmund P. Segner, III     For       For        Management
1.5   Elect  Director William D. Stevens        For       For        Management
1.6   Elect  Director H. Leighton Steward       For       For        Management
1.7   Elect  Director Donald F. Textor          For       For        Management
1.8   Elect  Director Frank G. Wisner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director William W. George         For       For        Management
1.3   Elect  Director James R. Houghton         For       For        Management
1.4   Elect  Director William R. Howell         For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Philip E. Lippincott      For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Political Contributions/Activities        Against   Against    Shareholder
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Nominate Independent Directors with       Against   Against    Shareholder
      Industry Experience
6     Report on Payments to Indonesian Military Against   Against    Shareholder
7     Adopt Policy Prohibiting Discrimination   Against   Against    Shareholder
      based on Sexual Orientation
8     Report on Potential Damage of Drilling in Against   Against    Shareholder
      Protected Regions
9     Disclose Information Supporting the       Against   Against    Shareholder
      Company Position on Climate Change
10    Report on Company Policies for Compliance Against   Against    Shareholder
      with the Kyoto Protocol


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 20, 2005   Meeting Type: Annual
Record Date:  NOV 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark R. Bernstein         For       For        Management
1.2   Elect  Director Sharon Allred Decker      For       For        Management
1.3   Elect  Director Edward C. Dolby           For       For        Management
1.4   Elect  Director Glenn A. Eisenberg        For       For        Management
1.5   Elect  Director Howard R. Levine          For       For        Management
1.6   Elect  Director George R. Mahoney, Jr.    For       For        Management
1.7   Elect  Director James G. Martin           For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alison Davis               For       For        Management
1.2   Elect Director James D. Robinson III      For       For        Management
1.3   Elect Director Bernard L. Schwartz        For       For        Management
1.4   Elect Director Arthur F. Weinbach         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Outsourcing                     Against   Against    Shareholder
6     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions


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

FREDDIE MAC

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

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


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Allison, Jr.     For       For        Management
1.2   Elect Director Robert A. Day              For       For        Management
1.3   Elect Director H. Devon Graham, Jr.       For       For        Management
1.4   Elect Director Bobby Lee Lackey           For       For        Management
1.5   Elect Director Gabrielle K. McDonald      For       For        Management
1.6   Elect Director James R. Moffet            For       For        Management
1.7   Elect Director B.M. Rankin, Jr.           For       For        Management
1.8   Elect Director J. Stapleton Roy           For       For        Management
1.9   Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Review Payment Policy to Indonesian       Against   Against    Shareholder
      Military


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

GENERAL DYNAMICS CORP.

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

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


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 27, 2004   Meeting Type: Annual
Record Date:  JUL 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen R. Demeritt       For       For        Management
1.2   Elect  Director Livio D. Desimone         For       For        Management
1.3   Elect  Director William T. Esrey          For       For        Management
1.4   Elect  Director Raymond V. Gilmartin      For       For        Management
1.5   Elect  Director Judith R. Hope            For       For        Management
1.6   Elect  Director Robert L. Johnson         For       For        Management
1.7   Elect  Director Heidi G. Miller           For       For        Management
1.8   Elect  Director H. Ochoa-Brillembourg     For       For        Management
1.9   Elect  Director Michael D. Rose           For       For        Management
1.10  Elect  Director Stephen W. Sanger         For       For        Management
1.11  Elect  Director A. Michael Spence         For       For        Management
1.12  Elect  Director Dorothy A. Terrell        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Range For Board Size            For       For        Management


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS  REPORT AND FINANCIAL           For       For        Management
      STATEMENTS
2     REMUNERATION REPORT                       For       For        Management
3     TO ELECT SIR CHRISTOPHER GENT AS A        For       For        Management
      DIRECTOR
4     TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR For       For        Management
5     TO ELECT MR JULIAN HESLOP AS A DIRECTOR   For       For        Management
6     TO RE-ELECT DR JEAN-PIERRE GARNIER AS A   For       For        Management
      DIRECTOR
7     TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR For       For        Management
8     TO RE-ELECT DR RONALDO SCHMITZ AS A       For       For        Management
      DIRECTOR
9     TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR For       For        Management
10    Ratify Auditors                           For       For        Management
11    REMUNERATION OF AUDITORS                  For       For        Management
12    TO AUTHORISE THE COMPANY TO MAKE          For       For        Management
      DONATIONS TO EU POLITICAL ORGANISATIONS
      AND INCUR EU POLITICAL EXPENDITURE
13    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
14    AUTHORITY FOR THE COMPANY TO PURCHASE ITS For       For        Management
      OWN SHARES
15    INSERTION OF NEW ARTICLE 48A INTO         For       For        Management
      ARTICLES OF ASSOCIATION
16    DELETION OF ARTICLE 154.2 OF ARTICLES OF  For       For        Management
      ASSOCIATION
17    AMENDMENT OF ARTICLE 81 OF ARTICLES OF    For       For        Management
      ASSOCIATION


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

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

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


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

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

HCC INSURANCE HOLDINGS, INC.

Ticker:       HCC            Security ID:  404132102
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Bramanti         For       For        Management
1.2   Elect  Director Patrick B. Collins        For       For        Management
1.3   Elect  Director James R. Crane            For       For        Management
1.4   Elect  Director J. Robert Dickerson       For       For        Management
1.5   Elect  Director Walter M. Duer            For       For        Management
1.6   Elect  Director Edward H. Ellis, Jr.      For       For        Management
1.7   Elect  Director James C. Flagg            For       For        Management
1.8   Elect  Director Allan W. Fulkerson        For       For        Management
1.9   Elect  Director  Walter J. Lack           For       For        Management
1.10  Elect  Director John N. Molbeck, Jr.      For       For        Management
1.11  Elect  Director Michael A. F. Roberts     For       For        Management
1.12  Elect  Director Stephen L. Way            For       For        Management


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

HOME DEPOT, INC. (THE)

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

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


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director Carlos Ghosn               For       For        Management
1.6   Elect Director Charles F. Knight          For       For        Management
1.7   Elect Director Minoru Makihara            For       For        Management
1.8   Elect Director Lucio A. Noto              For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Charles M. Vest            For       For        Management
1.13  Elect Director Lorenzo H. Zambrano        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Eliminate Age Discrimination in           Against   Against    Shareholder
      Retirement Benefits
5     Calculate Executive Salary Without Regard Against   Against    Shareholder
      to Pension Income
6     Expense Stock Options                     Against   Against    Shareholder
7     Report on Executive Compensation          Against   Against    Shareholder
8     Report on Outsourcing                     Against   Against    Shareholder


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: DEC 9, 2004    Meeting Type: Annual
Record Date:  OCT 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen M. Bennett        For       For        Management
1.2   Elect  Director Christopher W. Brody      For       For        Management
1.3   Elect  Director William V. Campbell       For       For        Management
1.4   Elect  Director Scott D. Cook             For       For        Management
1.5   Elect  Director L. John Doerr             For       For        Management
1.6   Elect  Director Donna L. Dubinsky         For       For        Management
1.7   Elect  Director Michael R. Hallman        For       For        Management
1.8   Elect  Director Dennis D. Powell          For       For        Management
1.9   Elect  Director Stratton D. Sclavos       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

ITT INDUSTRIES, INC.

Ticker:       ITT            Security ID:  450911102
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Loranger         For       For        Management
1.2   Elect Director Curtis J. Crawford         For       For        Management
1.3   Elect Director Christina A. Gold          For       For        Management
1.4   Elect Director Ralph F. Hake              For       For        Management
1.5   Elect Director John J. Hamre              For       For        Management
1.6   Elect Director Raymond W. LeBoeuf         For       For        Management
1.7   Elect Director Frank T. MacInnis          For       For        Management
1.8   Elect Director Linda S. Sanford           For       For        Management
1.9   Elect Director Markos I. Tambakeras       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary Sue Coleman          For       For        Management
1.2   Elect  Director James G. Cullen           For       For        Management
1.3   Elect  Director Robert J. Darretta        For       For        Management
1.4   Elect  Director Michael M. E. Johns       For       For        Management
1.5   Elect  Director Ann Dibble Jordan         For       For        Management
1.6   Elect  Director Arnold G. Langbo          For       For        Management
1.7   Elect  Director Susan L. Lindquist        For       For        Management
1.8   Elect  Director Leo F. Mullin             For       For        Management
1.9   Elect  Director Christine A. Poon         For       For        Management
1.10  Elect  Director Steven S. Reinemund       For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director William C. Weldon         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Director Hans W. Becherer For       For        Management
1.2   Elect  Director Director John H. Biggs    For       For        Management
1.3   Elect  Director Director Lawrence A.      For       For        Management
      Bossidy
1.4   Elect  Director Director Stephen B. Burke For       For        Management
1.5   Elect  Director Director James S. Crown   For       For        Management
1.6   Elect  Director Director James Dimon      For       For        Management
1.7   Elect  Director Director Ellen V. Futter  For       For        Management
1.8   Elect  Director Director William H. Gray, For       For        Management
      III
1.9   Elect  Director Director William B.       For       For        Management
      Harrison, Jr
1.10  Elect  Director Director Laban P.         For       For        Management
      Jackson, Jr.
1.11  Elect  Director Director John W. Kessler  For       For        Management
1.12  Elect  Director Director Robert I. Lipp   For       For        Management
1.13  Elect  Director Director Richard A.       For       For        Management
      Manoogian
1.14  Elect  Director Director David C. Novak   For       For        Management
1.15  Elect  Director Director Lee R. Raymond   For       For        Management
1.16  Elect  Director Director William C.       For       For        Management
      Weldon
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Adopt Executive Benefit Policy            Against   Against    Shareholder


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

KELLOGG CO.

Ticker:       K              Security ID:  487836108
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Claudio X. Gonzalez        For       For        Management
1.2   Elect Director A. D. David Mackay         For       For        Management
1.3   Elect Director William C. Richardson      For       For        Management
1.4   Elect Director John L. Zabriskie          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
4     Employ Financial Advisor to Explore       Against   Against    Shareholder
      Alternatives to Maximize Value


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Bergstrom         For       For        Management
1.2   Elect  Director Robert W. Decherd         For       For        Management
1.3   Elect  Director G. Craig Sullivan         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt ILO Based Code of Conduct           Against   Against    Shareholder


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

LIBERTY GLOBAL INC.

Ticker:       LBTYA          Security ID:  530719103
Meeting Date: JUN 14, 2005   Meeting Type: Annual
Record Date:  MAY 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Directors David E. Rapley          For       For        Management
2.2   Elect  Directors Larry E. Romrell         For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 8, 2005    Meeting Type: Annual
Record Date:  APR 26, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David E. Rapley           For       For        Management
1.2   Elect  Director Larry E. Romrell          For       For        Management
2     Ratify Auditors                           For       For        Management


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

LINCARE HOLDINGS, INC.

Ticker:       LNCR           Security ID:  532791100
Meeting Date: MAY 9, 2005    Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Byrnes            For       For        Management
1.2   Elect  Director Stuart H. Altman, Ph.D.   For       For        Management
1.3   Elect  Director Chester B. Black          For       For        Management
1.4   Elect  Director Frank D. Byrne, M.D.      For       For        Management
1.5   Elect  Director Frank T. Cary             For       For        Management
1.6   Elect  Director William F. Miller, III    For       For        Management


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 27, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Ingram           For       For        Management
1.2   Elect Director Richard K. Lochridge       For       For        Management
1.3   Elect Director Robert L. Johnson          For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

MARSH & MCLENNAN COMPANIES, INC.

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

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


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

MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  FEB 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Berick           For       For        Management
1.2   Elect  Director Mary M. Boies             For       For        Management
1.3   Elect  Director Benjamin R. Civiletti     For       For        Management
1.4   Elect  Director Bruce L. Hammonds         For       For        Management
1.5   Elect  Director William L. Jews           For       For        Management
1.6   Elect  Director Randolph D. Lerner        For       For        Management
1.7   Elect  Director Stuart L. Markowitz, M.D. For       For        Management
1.8   Elect  Director William B. Milstead       For       For        Management
1.9   Elect  Director Thomas G. Murdough, Jr.   For       For        Management
1.10  Elect  Director Laura S. Unger            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   Against    Shareholder
4     Performance- Based/Indexed Options        Against   Against    Shareholder


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

MEDTRONIC, INC.

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

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


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ruth E. Bruch              For       For        Management
1.2   Elect Director Steven G. Elliott          For       For        Management
1.3   Elect Director Edmund F. Kelly            For       For        Management
1.4   Elect Director Robert Mehrabian           For       For        Management
1.5   Elect Director Wesley W. Von Schack       For       For        Management
2     Ratify Auditors                           For       For        Management


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jill K. Conway            For       For        Management
1.2   Elect  Director Heinz-Joachim Neuburger   For       For        Management
1.3   Elect  Director E. Stanley O'Neal         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder


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

MICROSOFT CORP.

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

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


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 20, 2005   Meeting Type: Annual
Record Date:  NOV 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Bachmann          For       For        Management
1.2   Elect  Director William U. Parfet         For       For        Management
1.3   Elect  Director George H. Poste           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Report on Export of Hazardous Pesticides  Against   Against    Shareholder
6     Adopt Human Rights Policy                 Against   Against    Shareholder
7     Eliminate Animal Testing                  Against   Against    Shareholder


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: MAR 15, 2005   Meeting Type: Annual
Record Date:  JAN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Jacob             For       For        Management
1.2   Elect  Director Charles F. Knight         For       For        Management
1.3   Elect  Director Miles L. Marsh            For       For        Management
1.4   Elect  Director Laura D'Andrea Tyson      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony G. Petrello       For       For        Management
1.2   Elect  Director Myron M. Sheinfeld        For       For        Management
1.3   Elect  Director Martin J. Whitman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     AMENDMENT TO AMENDED AND RESTATED         For       For        Management
      BYE-LAWS TO REQUIRE SHAREHOLDER APPROVAL
      OF CERTAIN DISPOSITIONS OF COMPANY S
      ASSETS.
4     AMENDMENT TO 2003 EMPLOYEE STOCK PLAN TO  For       For        Management
      MAKE NONEMPLOYEE DIRECTORS ELIGIBLE
      PARTICIPANTS.
5     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      COMPANY TO ADOPT A POLICY THAT A
      SIGNIFICANT AMOUNT OF FUTURE STOCK GRANTS
      TO SENIOR EXECUTIVES BE PERFORMANCE
      BASED.


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

NEWMONT MINING CORP. (HOLDING COMPANY)

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director Michael s. Hamson          For       For        Management
1.4   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.5   Elect Director Pierre Lassonde            For       For        Management
1.6   Elect Director Robert J. Miller           For       For        Management
1.7   Elect Director Wayne W. Murdy             For       For        Management
1.8   Elect Director Robin A. Plumbridge        For       For        Management
1.9   Elect Director John B. Prescott           For       For        Management
1.10  Elect Director Donald C. Roth             For       For        Management
1.11  Elect Director Seymour Schulich           For       For        Management
1.12  Elect Director James V. Taranik           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

NORTH FORK BANCORPORATION, INC.

Ticker:       NFB            Security ID:  659424105
Meeting Date: AUG 31, 2004   Meeting Type: Special
Record Date:  JUL 23, 2004

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


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phillip Frost              For       For        Management
1.2   Elect Director John B. Slaughter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Nonemployee Director Plan (Stock    For       For        Management
      Awards in Lieu of Cash)
5     Adopt Simply Majority Vote Requirement    Against   Against    Shareholder


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

OCCIDENTAL PETROLEUM CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Spencer Abraham            For       For        Management
1.2   Elect Director Ronald W. Burkle           For       For        Management
1.3   Elect Director John S. Chalsky            For       For        Management
1.4   Elect Director Edward P. Djerejian        For       For        Management
1.5   Elect Director R. Chad Dreier             For       For        Management
1.6   Elect Director John E. Feick              For       For        Management
1.7   Elect Director Ray R. Irani               For       For        Management
1.8   Elect Director Irwin W. Maloney           For       For        Management
1.9   Elect Director Rodolfo Segovia            For       For        Management
1.10  Elect Director Aziz D. Syriani            For       For        Management
1.11  Elect Director Rosemary Tomich            For       For        Management
1.12  Elect Director Walter L. Weisman          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Proposal Regarding Board Sponsored        Against   Against    Shareholder
      Proposals
5     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Wren               For       For        Management
1.2   Elect Director Bruce Crawford             For       For        Management
1.3   Elect Director Robert Charles Clark       For       For        Management
1.4   Elect Director Leonard S. Coleman, Jr.    For       For        Management
1.5   Elect Director Errol M. Cook              For       For        Management
1.6   Elect Director Susan S. Denison           For       For        Management
1.7   Elect Director Michael A. Henning         For       For        Management
1.8   Elect Director John R. Murphy             For       For        Management
1.9   Elect Director John R. Purcell            For       For        Management
1.10  Elect Director Linda Johnson Rice         For       For        Management
1.11  Elect Director Gary L. Roubos             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

ORACLE CORP.

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

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


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 6, 2004    Meeting Type: Annual
Record Date:  AUG 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director B. Thomas Golisano        For       For        Management
1.2   Elect  Director G. Thomas Clark           For       For        Management
1.3   Elect  Director David J. S. Flaschen      For       For        Management
1.4   Elect  Director Phillip Horsley           For       For        Management
1.5   Elect  Director Grant M. Inman            For       For        Management
1.6   Elect  Director J. Robert Sebo            For       For        Management
1.7   Elect  Director Joseph M. Tucci           For       For        Management


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

PEPSICO, INC.

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

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


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       For        Management
1.2   Elect Director M. Anthony Burns           For       For        Management
1.3   Elect Director Robert N. Burt             For       For        Management
1.4   Elect Director W. Don Cornwell            For       For        Management
1.5   Elect Director William H. Gray III        For       For        Management
1.6   Elect Director Constance J. Horner        For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Stanley O. Ikenberry       For       For        Management
1.9   Elect Director George A. Lorch            For       For        Management
1.10  Elect Director Henry A. McKinnell         For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management
1.12  Elect Director Ruth J. Simmons            For       For        Management
1.13  Elect Director William C. Steere, Jr.     For       For        Management
1.14  Elect Director Jean-Paul Valles           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Pharmaceutical Price Restraint  Against   Against    Shareholder
5     Review and Report on Drug Reimportation   Against   Against    Shareholder
      Policy
6     Report on Political Contributions         Against   Against    Shareholder
7     Report on Product Availability in Canada  Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Andrews          For       For        Management
1.2   Elect  Director Leslie S. Biller          For       For        Management
1.3   Elect  Director David A. Coulter          For       For        Management
1.4   Elect  Director C. Lee Cox                For       For        Management
1.5   Elect  Director Peter A. Darbee           For       For        Management
1.6   Elect  Director Robert D. Glynn, Jr       For       For        Management
1.7   Elect  Director Mary S. Metz              For       For        Management
1.8   Elect  Director Barbara L. Rambo          For       For        Management
1.9   Elect  Director Barry Lawson Williams     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   Against    Shareholder
5     Adopt Policy on Nuclear Waste Storage     Against   Against    Shareholder
6     Amend Terms of Existing Poison Pill       Against   Against    Shareholder
7     Performance- Based/Indexed Options        Against   Against    Shareholder
8     Allow Vote on Golden Parachutes           Against   Against    Shareholder


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 9, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Critelli        For       For        Management
1.2   Elect Director Michael I. Roth            For       For        Management
1.3   Elect Director Robert E. Weissman         For       For        Management
2     Ratify Auditors                           For       For        Management


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bernthal      For       For        Management
1.2   Elect Director John R. Biggar             For       For        Management
1.3   Elect Director Louise K. Goeser           For       For        Management
2     Ratify Auditors                           For       For        Management


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

PRINCIPAL FINANCIAL GROUP, INC.

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

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


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

PROCTER & GAMBLE COMPANY, THE

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

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


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

ROHM AND HAAS CO.

Ticker:       ROH            Security ID:  775371107
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.J. Avery                 For       For        Management
1.2   Elect Director R.L. Gupta                 For       For        Management
1.3   Elect Director D.W. Hass                  For       For        Management
1.4   Elect Director T.W. Hass                  For       For        Management
1.5   Elect Director R.L. Keyser                For       For        Management
1.6   Elect Director R.J. Mills                 For       For        Management
1.7   Elect Director J.P. Montoya               For       For        Management
1.8   Elect Director S.O. Moose                 For       For        Management
1.9   Elect Director G.S. Omenn                 For       For        Management
1.10  Elect Director G.L. Rogers                For       For        Management
1.11  Elect Director R.H. Schmitz               For       For        Management
1.12  Elect Director G.M. Whitesides            For       For        Management
1.13  Elect Director M.C. Whittington           For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Amend 401(k)/Savings Plan                 For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Abstain    Management


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

SCHLUMBERGER LTD.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director M.E. Marks                For       For        Management
1.8   Elect  Director D. Primat                 For       For        Management
1.9   Elect  Director T.I. Sandvold             For       For        Management
1.10  Elect  Director N. Seydoux                For       For        Management
1.11  Elect  Director L.G. Stuntz               For       For        Management
1.12  Elect  Director R. Talwar                 For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     ADOPTION OF MANDATORY AMENDMENTS TO THE   For       For        Management
      ARTICLES OF INCORPORATION
4     ADOPTION OF VOLUNTARY AMENDMENTS TO THE   For       For        Management
      ARTICLES OF INCORPORATION
5     APPROVAL OF ADOPTION OF THE SCHLUMBERGER  For       For        Management
      2005 OPTION PLAN
6     APPROVAL OF ADOPTION OF AN AMENDMENT TO   For       For        Management
      THE SCHLUMBERGER DISCOUNTED STOCK
      PURCHASE PLAN
7     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

SMITH & NEPHEW PLC

Ticker:                      Security ID:  83175M205
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ADOPT THE REPORT AND ACCOUNTS          For       For        Management
2     TO DECLARE A FINAL DIVIDEND               For       For        Management
3     TO APPROVE THE REMUNERATION REPORT        For       For        Management
4     TO RE-ELECT MR JOHN BUCHANAN              For       For        Management
5     TO RE-ELECT MR BRIAN LARCOMBE             For       For        Management
6     TO RE-ELECT DR PAM KIRBY                  For       For        Management
7     Ratify Auditors                           For       For        Management
8     TO AUTHORISE THE DIRECTORS TO DETERMINE   For       For        Management
      THE REMUNERATION OF THE AUDITORS
9     TO RENEW THE DIRECTORS  AUTHORITY TO      For       For        Management
      ALLOT SHARES
10    TO RENEW THE DIRECTORS  AUTHORITY FOR THE For       For        Management
      DISAPPLICATION OF PRE-EMPTION RIGHTS
11    TO RENEW THE DIRECTORS  LIMITED AUTHORITY For       For        Management
      TO MAKE MARKET PURCHASES OF THE COMPANY S
      OWN SHARES


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Colleen C. Barrett        For       For        Management
1.2   Elect  Director Gary C. Kelly             For       For        Management
1.3   Elect  Director John T. Montford          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: JUL 28, 2004   Meeting Type: Annual
Record Date:  JUN 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard P. Berkowitz       For       For        Management
1.2   Elect  Director Kenneth J. Bialkin        For       For        Management
1.3   Elect  Director Carolyn H. Byrd           For       For        Management
1.4   Elect  Director John H. Dasburg           For       For        Management
1.5   Elect  Director Leslie B. Disharoon       For       For        Management
1.6   Elect  Director Janet M. Dolan            For       For        Management
1.7   Elect  Director Kenneth M. Duberstein     For       For        Management
1.8   Elect  Director Jay S. Fishman            For       For        Management
1.9   Elect  Director Lawrence G. Graev         For       For        Management
1.10  Elect  Director Meryl D. Hartzband        For       For        Management
1.11  Elect  Director Thomas R. Hodgson         For       For        Management
1.12  Elect  Director William H. Kling          For       For        Management
1.13  Elect  Director James A. Lawrence         For       For        Management
1.14  Elect  Director Robert I. Lipp            For       For        Management
1.15  Elect  Director Blythe J. McGarvie        For       For        Management
1.16  Elect  Director Glen D. Nelson, M.D.      For       For        Management
1.17  Elect  Director Clarence Otis, Jr.        For       For        Management
1.18  Elect  Director Jeffrey M. Peek           For       For        Management
1.19  Elect  Director Nancy A. Roseman          For       For        Management
1.20  Elect  Director Charles W. Scharf         For       For        Management
1.21  Elect  Director Gordon M. Sprenger        For       For        Management
1.22  Elect  Director Frank J. Tasco            For       For        Management
1.23  Elect  Director Laurie J. Thomsen         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Albright                For       For        Management
1.2   Elect Director K. Burnes                  For       For        Management
1.3   Elect Director T. Casner                  For       For        Management
1.4   Elect Director N. Darehshori              For       For        Management
1.5   Elect Director A. Goldstein               For       For        Management
1.6   Elect Director D. Gruber                  For       For        Management
1.7   Elect Director L. Hill                    For       For        Management
1.8   Elect Director C. LaMantia                For       For        Management
1.9   Elect Director R. Logue                   For       For        Management
1.10  Elect Director R. Sergel                  For       For        Management
1.11  Elect Director R. Skates                  For       For        Management
1.12  Elect Director G. Summe                   For       For        Management
1.13  Elect Director D. Walsh                   For       For        Management
1.14  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management


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

TARGET CORPORATION

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

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


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Stephen F. Bollenbach      For       For        Management
1.3   Elect Director Stephen M. Case            For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Jessica P. Einhorn         For       For        Management
1.7   Elect Director Miles R. Gilburne          For       For        Management
1.8   Elect Director Carla A. Hills             For       For        Management
1.9   Elect Director Reuben Mark                For       For        Management
1.10  Elect Director Michael A. Miles           For       For        Management
1.11  Elect Director Kenneth J. Novack          For       For        Management
1.12  Elect Director Richard D. Parsons         For       For        Management
1.13  Elect Director R. E. Turner               For       For        Management
1.14  Elect Director Francis T. Vincent, Jr     For       For        Management
1.15  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Pay Disparity                   Against   Against    Shareholder


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

TRIBUNE CO.

Ticker:       TRB            Security ID:  896047107
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger Goodan              For       For        Management
1.2   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.3   Elect  Director J. Christopher Reyes      For       For        Management
1.4   Elect  Director Dudley S. Taft            For       For        Management
2     Ratify Auditors                           For       For        Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director Rajiv L. Gupta            For       For        Management
1.7   Elect  Director John A. Krol              For       For        Management
1.8   Elect  Director Mackey J. Mcdonald        For       For        Management
1.9   Elect  Director H. Carl Mccall            For       For        Management
1.10  Elect  Director Brendan R. O'Neill        For       For        Management
1.11  Elect  Director Sandra S. Wijnberg        For       For        Management
1.12  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel W. Johnson            For       For        Management
1.2   Elect Director David B. O'Maley           For       For        Management
1.3   Elect Director O'Dell M. Owens Md, Mph    For       For        Management
1.4   Elect Director Craig D. Schnuck           For       For        Management
1.5   Elect Director Warren R. Staley           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  FEB 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philip F. Anschutz         For       For        Management
1.2   Elect Director Erroll B. Davis, Jr.       For       For        Management
1.3   Elect Director Richard K. Davidson        For       For        Management
1.4   Elect Director Thomas J. Donohue          For       For        Management
1.5   Elect Director Archie W. Dunham           For       For        Management
1.6   Elect Director Spencer F. Eccles          For       For        Management
1.7   Elect Director Judith Richards Hope       For       For        Management
1.8   Elect Director Michael W. McConnell       For       For        Management
1.9   Elect Director Steven R. Rogel            For       For        Management
1.10  Elect Director James R. Young             For       For        Management
1.11  Elect Director Ernesto Zedillo Ponce de   For       For        Management
      Leon
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Performance- Based/Indexed Options        Against   Against    Shareholder


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

UNISYS CORP.

Ticker:       UIS            Security ID:  909214108
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. P. Bolduc               For       For        Management
1.2   Elect Director James J. Duderstadt        For       For        Management
1.3   Elect Director Matthew J. Espe            For       For        Management
1.4   Elect Director Denise K. Fletcher         For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

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


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

UNITEDHEALTH GROUP INCORPORATED

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas H. Kean            For       For        Management
1.2   Elect  Director Robert L. Ryan            For       For        Management
1.3   Elect  Director William G. Spears         For       For        Management
1.4   Elect  Director Gail R. Wilensky, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   Against    Shareholder
4     Performance- Based/Indexed Options        Against   Against    Shareholder


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       For        Management
1.2   Elect Director Richard L. Carrion         For       For        Management
1.3   Elect Director Robert W. Lane             For       For        Management
1.4   Elect Director Sandra O. Moose            For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Thomas H. O' Brien         For       For        Management
1.7   Elect Director Hugh B. Price              For       For        Management
1.8   Elect Director Ivan G. Seidenberg         For       For        Management
1.9   Elect Director Walter V. Shipley          For       For        Management
1.10  Elect Director John R. Stafford           For       For        Management
1.11  Elect Director Robert D. Storey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions
8     Report on Political Contributions         Against   Against    Shareholder


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 27, 2004   Meeting Type: Annual
Record Date:  JUN 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE REPORT OF THE DIRECTORS    For       For        Management
      AND FINANCIAL STATEMENTS
2     TO APPROVE THE REMUNERATION REPORT        For       For        Management
3     TO RE-ELECT PETER BAMFORD AS A DIRECTOR   For       For        Management
4     TO RE-ELECT JULIAN HORN-SMITH AS A        For       For        Management
      DIRECTOR
5     TO RE-ELECT SIR DAVID SCHOLEY AS A        For       For        Management
      DIRECTOR (MEMBER OF THE NOMINATIONS AND
      GOVERNANCE AND AUDIT COMMITTEE)
6     TO ELECT LUC VANDEVELDE AS A DIRECTOR     For       For        Management
      (MEMBER OF THE REMUNERATION COMMITTEE)
7     TO APPROVE A FINAL DIVIDEND OF 1.07800    For       For        Management
      PENCE PER ORDINARY SHARE
8     Ratify Auditors                           For       For        Management
9     TO AUTHORIZE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE AUDITORS REMUNERATION
10    TO AUTHORIZE DONATIONS UNDER THE          For       For        Management
      POLITICAL PARTIES, ELECTIONS AND
      REFERENDUMS ACT 2000
11    TO RENEW AUTHORITY TO ALLOT SHARES UNDER  For       For        Management
      ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
      ASSOCIATION
12    TO RENEW AUTHORITY TO DISAPPLY            For       For        Management
      PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
      THE COMPANY S ARTICLES OF ASSOCIATION+
13    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES+
14    TO AUTHORIZE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES PURSUANT TO CONTINGENT
      PURCHASE CONTRACTS AND OFF-MARKET
      PURCHASES+


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

WACHOVIA CORP.

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

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


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

WACHOVIA CORP.

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

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


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 3, 2005    Meeting Type: Annual
Record Date:  APR 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Douglas N. Daft           For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director John D. Opie              For       For        Management
1.7   Elect  Director J. Paul Reason            For       For        Management
1.8   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.9   Elect  Director Jack C. Shewmaker         For       For        Management
1.10  Elect  Director Jose H. Villarreal        For       For        Management
1.11  Elect  Director John T. Walton            For       For        Management
1.12  Elect  Director S. Robson Walton          For       For        Management
1.13  Elect  Director Christopher J. Williams   For       For        Management
1.14  Elect  Director Linda S. Wolf             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Executive Compensation          Against   Against    Shareholder
5     Prepare Sustainability Report             Against   Against    Shareholder
6     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
7     Report on Political Contributions         Against   Against    Shareholder
8     Prepare Equal Opportunity Report          Against   Against    Shareholder
9     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
10    Require Majority of Independent Directors Against   Against    Shareholder
      on Board
11    Performance- Based/Indexed Options        Against   Against    Shareholder


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 13, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       For        Management
1.2   Elect  Director Frank M. Clark, Jr.       For       For        Management
1.3   Elect  Director Robert S. Miller          For       For        Management
1.4   Elect  Director John C. Pope              For       For        Management
1.5   Elect  Director W. Robert Reum            For       For        Management
1.6   Elect  Director Steven G. Rothmeier       For       For        Management
1.7   Elect  Director David P. Steiner          For       For        Management
1.8   Elect  Director Thomas H. Weidemeyer      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Privatization                   Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Report on Political Contributions         Against   Against    Shareholder
6     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.A. Blanchard III         For       For        Management
1.2   Elect Director Susan E. Engel             For       For        Management
1.3   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.4   Elect Director Robert L. Joss             For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Richard M. Kovacevich      For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Cynthia H. Milligan        For       For        Management
1.9   Elect Director Philip J. Quigley          For       For        Management
1.10  Elect Director Donald B. Rice             For       For        Management
1.11  Elect Director Judith M. Runstad          For       For        Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WEYERHAEUSER CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D. Michael Steuart         For       For        Management
1.2   Elect Director Martha R. Ingram           For       For        Management
1.3   Elect Director John I. Kieckhefer         For       For        Management
1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Charles R. Williamson      For       For        Management
2     Expense Stock Options                     Against   Against    Shareholder
3     Declassify the Board of Directors         Against   Against    Shareholder
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Report on Eliminating the Purchase of     Against   Against    Shareholder
      Timber from National Forests
6     Ratify Auditors                           For       For        Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Carrion        For       For        Management
1.2   Elect  Director Robert Essner             For       For        Management
1.3   Elect  Director John D. Feerick           For       For        Management
1.4   Elect  Director Frances D. Fergusson      For       For        Management
1.5   Elect  Director Robert Langer             For       For        Management
1.6   Elect  Director John P. Mascotte          For       For        Management
1.7   Elect  Director Mary Lake Polan           For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Torell III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Review and Report on Drug Reimportation   Against   Against    Shareholder
      Policy
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Report on Political Contributions         Against   Against    Shareholder
7     Discontinue Promotion of Premarin and     Against   Against    Shareholder
      Report on Animal Testing


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

YAHOO!, INC.

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

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

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



                                    SIGNATURES

     Pursuant to the  requirements  of the  Investment  Company Act of 1940, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

(Registrant):  GENERAL ELECTRIC S&S PROGRAM MUTUAL FUND
               -----------------------------------------------------------------

By (Signature and Title):  /S/ROBERT HERLIHY
                           -----------------------------------------------------
                           Robert Herlihy,
                           TREASURER, S&S FUNDS

Date:  August 30, 2005
       -------------------------------------------------------------------------