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                                  UNITED STATES                             OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION               OMB Number:    3235-0582
                              WASHINGTON, DC 20549                      Expires:  March 31, 2006
                                                                        Estimated average burden
                                    FORM N-PX                           hours per response..14.4



          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number                 811-05620
                                  ---------------------------------------------
                          Zweig Total Return Fund Inc.
-------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                      900 Third Avenue New York, NY 10022
-------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip code)


      Marc Baltuch, c/o Phoenix Zweig Advisers, 900 Third Ave NY, NY 10022
-------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code:         212-451-1100
                                                    ---------------------------
Date of fiscal year end:      12/31/05
                        -------------------
Date of reporting period:      6/30/05
                         ------------------

         Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

         A registrant is required to disclose the information specified by Form
 N-PX, and the Commission will make this information public. A registrant is not
 required to respond to the collection of information contained in Form N-PX
 unless the Form displays a currently valid Office of Management and Budget
 ("OMB") control number. Please direct comments concerning the accuracy of the
 information collection burden estimate and any suggestions for reducing the
 burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
 NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
 information under the clearance requirements of 44 U.S.C. Section 3507.





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

ICA File Number: 811-05620                                                      
Reporting Period: 07/01/2004 - 06/30/2005                                       
Zweig Total Return Fund Inc                                                     
                                                                                
                                                                                
                                                                                






========================= ZWEIG TOTAL RETURN FUND, INC =========================


ALLSTATE CORP., THE                                                             

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

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


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

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       Withhold   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                                                                


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

AMDOCS LIMITED                                                                  

Ticker:       DOX            Security ID:  G02602103                            
Meeting Date: JAN 20, 2005   Meeting Type: Annual                               
Record Date:  NOV 24, 2004                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director Bruce K. Anderson         For       For        Management 
1.2   Elect  Director Adrian Gardner            For       For        Management 
1.3   Elect  Director Dov Baharav               For       For        Management 
1.4   Elect  Director Julian A. Brodsky         For       For        Management 
1.5   Elect  Director Charles E. Foster         For       For        Management 
1.6   Elect  Director Eli Gelman                For       For        Management 
1.7   Elect  Director James S. Kahan            For       For        Management 
1.8   Elect  Director Nehemia Lemelbaum         For       For        Management 
1.9   Elect  Director John T. Mclennan          For       For        Management 
1.10  Elect  Director Robert A. Minicucci       For       For        Management 
1.11  Elect  Director Simon Olswang             For       For        Management 
1.12  Elect  Director Mario Segal               For       For        Management 
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management 
      STATEMENTS FOR FISCAL YEAR 2004.                                          
3     RATIFICATION AND APPROVAL OF ERNST &      For       For        Management 
      YOUNG LLP AND AUTHORIZATION OF AUDIT                                      
      COMMITTEE OF BOARD TO FIX REMUNERATION.                                   


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

AMGEN, INC.                                                                     

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

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


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

ANGIOTECH PHARMACEUTICALS INC.                                                  

Ticker:       ANP.           Security ID:  034918102                            
Meeting Date: JUN 9, 2005    Meeting Type: Annual/Special                       
Record Date:  MAY 2, 2005                                                       

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect William L. Hunter as Director       For       For        Management 
1.2   Elect David T. Howard as Director         For       For        Management 
1.3   Elect Hartley T. Richardson as Director   For       For        Management 
1.4   Elect Edward M. Brown as Director         For       For        Management 
1.5   Elect Glen D. Nelson as Director          For       For        Management 
1.6   Elect Arthur H. Willms as Director        For       For        Management 
2     Ratify Ernst & Young LLP as Auditors      For       For        Management 
3     Authorize Board to Fix Remuneration of    For       For        Management 
      the Auditors                                                              
4     Re-adopt Shareholder Rights Plan (Poison  For       For        Management 
      Pill)                                                                     
5     Other Business (Voting)                   For       Against    Management 


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

ARCHER-DANIELS-MIDLAND COMPANY                                                  

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

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


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

AT&T CORP.                                                                      

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

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


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

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       Withhold   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       Withhold   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


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

BOEING CO., THE                                                                 

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

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


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

BRISTOL-MYERS SQUIBB CO.                                                        

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director V.D. Coffman               For       For        Management 
1.2   Elect Director J.M. Cornelius             For       For        Management 
1.3   Elect Director P.R. Dolan                 For       For        Management 
1.4   Elect Director E.V. Futter                For       For        Management 
1.5   Elect Director L.V. Gershtner, Jr.        For       For        Management 
1.6   Elect Director L. Johansson               For       For        Management 
1.7   Elect Director L.W. Sullivan              For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Amend Articles to Eliminate Certain       For       For        Management 
      Supermajority Vote Requirements                                           
4     Report on Political Contributions         Against   Against    Shareholder
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic                                                  
6     Eliminate Animal Testing                  Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Proposal Regarding Restatement Situations Against   Against    Shareholder
9     Limit/Prohibit Awards to Executives       Against   For        Shareholder
10    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors                                                              


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

BURLINGTON RESOURCES INC.                                                       

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director B.T. Alexander             For       For        Management 
1.2   Elect Director R.V. Anderson              For       For        Management 
1.3   Elect Director L.I. Grant                 For       For        Management 
1.4   Elect Director R.J. Harding               For       For        Management 
1.5   Elect Director J.T. LaMacchia             For       For        Management 
1.6   Elect Director R.L. Limbacher             For       For        Management 
1.7   Elect Director J.F. McDonald              For       Withhold   Management 
1.8   Elect Director K.W. Orce                  For       Withhold   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 


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

C. R. BARD, INC.                                                                

Ticker:       BCR            Security ID:  067383109                            
Meeting Date: APR 20, 2005   Meeting Type: Annual                               
Record Date:  FEB 28, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director T. Kevin Dunnigan          For       For        Management 
1.2   Elect Director Gail K. Naughton, Ph.D.    For       For        Management 
1.3   Elect Director John H. Weiland            For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Adopt ILO based Code of Conduct           Against   For        Shareholder


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

CAPITAL ONE FINANCIAL CORP.                                                     

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

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


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

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


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

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       Withhold   Management 
1.7   Elect  Director Joseph J. Collins         For       For        Management 
1.8   Elect  Director J. Michael Cook           For       For        Management 
1.9   Elect  Director Brian L. Roberts          For       For        Management 
1.10  Elect  Director Ralph J. Roberts          For       For        Management 
1.11  Elect  Director Dr. Judith Rodin          For       For        Management 
1.12  Elect  Director Michael I. Sovern         For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Amend Restricted Stock Plan               For       For        Management 
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote                                                 
7     Approve Recapitalization Plan             Against   For        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   For        Shareholder
      of Directors                                                              


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

CONTINENTAL AIRLINES, INC.                                                      

Ticker:       CAL            Security ID:  210795308                            
Meeting Date: JUN 16, 2005   Meeting Type: Annual                               
Record Date:  APR 21, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director Thomas J. Barrack, Jr.    For       For        Management 
1.2   Elect  Director Kirbyjon H. Caldwell      For       For        Management 
1.3   Elect  Director Lawrence W. Kellner       For       For        Management 
1.4   Elect  Director Douglas H. McCorkindale   For       For        Management 
1.5   Elect  Director Henry L. Meyer, III       For       For        Management 
1.6   Elect  Director Oscar Munoz               For       For        Management 
1.7   Elect  Director George G.C. Parker        For       For        Management 
1.8   Elect  Director Jeffery A. Smisek         For       For        Management 
1.9   Elect  Director Karen Hastie Williams     For       For        Management 
1.10  Elect  Director Ronald B. Woodard         For       For        Management 
1.11  Elect  Director Charles A. Yamarone       For       For        Management 
2     Amend Omnibus Stock Plan                  For       For        Management 
3     Ratify Auditors                           For       For        Management 
4     Other Business                            For       Against    Management 


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

COSTCO WHOLESALE CORPORATION                                                    

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

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


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

DOW CHEMICAL COMPANY, THE                                                       

Ticker:       DOW            Security ID:  260543103                            
Meeting Date: MAY 12, 2005   Meeting Type: Annual                               
Record Date:  MAR 14, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director Jacqueline K. Barton      For       For        Management 
1.2   Elect  Director Anthony J. Carbone        For       For        Management 
1.3   Elect  Director Barbara H. Franklin       For       For        Management 
1.4   Elect  Director Andrew N. Liveris         For       For        Management 
1.5   Elect  Director Harold T. Shapiro         For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Report on Persistent Bioaccumulative and  Against   Against    Shareholder
      Toxic Chemicals                                                           


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

FOX ENTERTAINMENT GROUP, INC.                                                   

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

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


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

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   For        Shareholder
      of Directors                                                              
5     Review Payment Policy to Indonesian       Against   Against    Shareholder
      Military                                                                  


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

GEORGIA-PACIFIC CORP.                                                           

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

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


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

GOLDMAN SACHS GROUP, INC., THE                                                  

Ticker:       GS             Security ID:  38141G104                            
Meeting Date: APR 6, 2005    Meeting Type: Annual                               
Record Date:  FEB 7, 2005                                                       

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director John H. Bryan             For       For        Management 
1.2   Elect  Director Stephen Friedman          For       For        Management 
1.3   Elect  Director William W. George         For       For        Management 
1.4   Elect  Director Henry M. Paulson, Jr.     For       For        Management 
2     Declassify the Board of Directors         For       For        Management 
3     Ratify Auditors                           For       For        Management 


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

HALLIBURTON CO.                                                                 

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director Robert L. Crandall        For       For        Management 
1.2   Elect  Director Kenneth T. Derr           For       For        Management 
1.3   Elect  Director S. Malcolm Gillis         For       For        Management 
1.4   Elect  Director W.R. Howell               For       For        Management 
1.5   Elect  Director Ray L. Hunt               For       For        Management 
1.6   Elect  Director David J. Lesar            For       For        Management 
1.7   Elect  Director J. Landis Martin          For       Withhold   Management 
1.8   Elect  Director Jay A. Precourt           For       For        Management 
1.9   Elect  Director Debra L. Reed             For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote                                   
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors                                                              


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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       Withhold   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       Against    Management 
4     Approve Omnibus Stock Plan                For       For        Management 
5     Prepare Diversity Report                  Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors                                                              
7     Limit Executive Compensation              Against   Against    Shareholder
8     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote                                   
9     Performance- Based/Indexed Options        Against   Against    Shareholder
10    Performance- Based/Indexed Options        Against   For        Shareholder
11    Affirm Political Nonpartisanship          Against   Against    Shareholder


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HONDA MOTOR CO. LTD.                                                            

Ticker:       HMCL           Security ID:  438128308                            
Meeting Date: JUN 23, 2005   Meeting Type: Annual                               
Record Date:  MAR 30, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1     APPROVAL OF PROPOSAL FOR APPROPRIATION OF For       For        Management 
      RETAINED EARNINGS FOR THE 81ST FISCAL                                     
      YEAR.                                                                     
2     PARTIAL AMENDMENTS TO THE ARTICLES OF     For       For        Management 
      INCORPORATION                                                             
3.1   Elect  Director T. Fukui                  For       For        Management 
3.2   Elect  Director M. Hagino                 For       For        Management 
3.3   Elect  Director M. Harada                 For       For        Management 
3.4   Elect  Director M. Shiraishi              For       For        Management 
3.5   Elect  Director S. Aoki                   For       For        Management 
3.6   Elect  Director S. Dobashi                For       For        Management 
3.7   Elect  Director A. Hyogo                  For       For        Management 
3.8   Elect  Director S. Toshida                For       For        Management 
3.9   Elect  Director K. Hirashima              For       For        Management 
3.10  Elect  Director K. Kondo                  For       For        Management 
3.11  Elect  Director T. Onda                   For       For        Management 
3.12  Elect  Director A. Takano                 For       For        Management 
3.13  Elect  Director M. Yoshimi                For       For        Management 
3.14  Elect  Director S. Takagi                 For       For        Management 
3.15  Elect  Director H. Kuroda                 For       For        Management 
3.16  Elect  Director S. Kishi                  For       For        Management 
3.17  Elect  Director H. Yoshino                For       For        Management 
3.18  Elect  Director T. Iwamura                For       For        Management 
3.19  Elect  Director T. Oyama                  For       For        Management 
3.20  Elect  Director F. Ike                    For       For        Management 
3.21  Elect  Director K. Hogen                  For       For        Management 
4     ELECTION OF ONE (1) CORPORATE AUDITOR.    For       For        Management 
5     ELECTION OF INDEPENDENT AUDITOR.          For       For        Management 
6     REVISION OF AMOUNT OF REMUNERATION        For       For        Management 
      PAYABLE TO DIRECTORS.                                                     
7     PAYMENT OF BONUS TO DIRECTORS AND         For       For        Management 
      CORPORATE AUDITORS FOR THE 81ST FISCAL                                    
      YEAR.                                                                     
8     PRESENTATION OF RETIREMENT ALLOWANCE TO   For       For        Management 
      RETIRING DIRECTORS FOR THEIR RESPECTIVE                                   
      SERVICES.                                                                 


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HUNTINGTON BANCSHARES INC.                                                      

Ticker:       HBAN           Security ID:  446150104                            
Meeting Date: APR 27, 2005   Meeting Type: Annual                               
Record Date:  FEB 18, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director Don M. Casto III           For       For        Management 
1.2   Elect Director Michael J. Endres          For       For        Management 
1.3   Elect Director Wm. J. Lhota               For       For        Management 
1.4   Elect Director David L. Porteous          For       For        Management 
2     Ratify Auditors                           For       For        Management 


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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 


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INTERNATIONAL BUSINESS MACHINES CORP.                                           

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

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


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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


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L-3 COMMUNICATIONS HOLDINGS, INC.                                               

Ticker:       LLL            Security ID:  502424104                            
Meeting Date: APR 26, 2005   Meeting Type: Annual                               
Record Date:  MAR 18, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director Frank C. Lanza             For       For        Management 
1.2   Elect Director John M. Shalikashvili      For       For        Management 
1.3   Elect Director John White                 For       For        Management 
2     Ratify Auditors                           For       For        Management 


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MCDONALD'S CORP.                                                                

Ticker:       MCD            Security ID:  580135101                            
Meeting Date: MAY 11, 2005   Meeting Type: Annual                               
Record Date:  MAR 14, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director Hall Adams, Jr.            For       For        Management 
1.2   Elect Director Cary D. McMillan           For       For        Management 
1.3   Elect Director Michael J. Roberts         For       For        Management 
1.4   Elect Director James A. Skinner           For       For        Management 
1.5   Elect Director Anne-Marie Slaughter       For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Report on Genetically Modified Organisms  Against   Against    Shareholder


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MCKESSON CORP.                                                                  

Ticker:       MCK            Security ID:  58155Q103                            
Meeting Date: JUL 28, 2004   Meeting Type: Annual                               
Record Date:  JUN 1, 2004                                                       

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director John H. Hammergren        For       For        Management 
1.2   Elect  Director Robert W. Matschullat     For       For        Management 
1.3   Elect  Director M. Christine Jacobs       For       For        Management 
2     Ratify Auditors                           For       For        Management 


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MERCK & CO., INC.                                                               

Ticker:       MRK            Security ID:  589331107                            
Meeting Date: APR 26, 2005   Meeting Type: Annual                               
Record Date:  FEB 25, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director Rochelle B. Lazarus       For       For        Management 
1.2   Elect  Director William G. Bowen          For       For        Management 
1.3   Elect  Director Raymond V. Gilmartin      For       For        Management 
1.4   Elect  Director Thomas E. Shenk           For       For        Management 
1.5   Elect  Director Anne M. Tatlock           For       For        Management 
1.6   Elect  Director Samuel O. Thier           For       For        Management 
1.7   Elect  Director Wendell P. Weeks          For       For        Management 
1.8   Elect  Director Peter C. Wendell          For       For        Management 
2     Ratify Auditors                           For       For        Management 
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Product Availability in Canada  Against   For        Shareholder
8     Report on Political Contributions         Against   Against    Shareholder
9     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic                                                  


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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 


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MOLSON COORS BREWING CO                                                         

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director John E. Cleghorn          For       For        Management 
1.2   Elect  Director Charles M. Herington      For       For        Management 
1.3   Elect  Director David P. O'Brien          For       For        Management 


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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


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MYLAN LABORATORIES INC.                                                         

Ticker:       MYL            Security ID:  628530107                            
Meeting Date: JUL 30, 2004   Meeting Type: Annual                               
Record Date:  JUN 11, 2004                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect  Director Milan Puskar              For       For        Management 
1.2   Elect  Director Robert J. Coury           For       For        Management 
1.3   Elect  Director Wendy Cameron             For       For        Management 
1.4   Elect  Director Laurence S. Delynn        For       Withhold   Management 
1.5   Elect  Director Douglas J. Leech          For       Withhold   Management 
1.6   Elect  Director Joseph C. Maroon, M.D.    For       For        Management 
1.7   Elect  Director Rod Piatt                 For       For        Management 
1.8   Elect  Director Patricia A. Sunseri       For       For        Management 
1.9   Elect  Director C.B. Todd                 For       For        Management 
1.10  Elect  Director R.L. Vanderveen, Ph.D.    For       For        Management 
1.11  Elect  Director Stuart A. Williams, Esq   For       For        Management 


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NATIONAL CITY CORP.                                                             

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1.1   Elect Director Jon E. Barfield            For       For        Management 
1.2   Elect Director James S. Broadhurst        For       For        Management 
1.3   Elect Director Christopher M. Connor      For       For        Management 
1.4   Elect Director David A. Daberko           For       For        Management 
1.5   Elect Director Joseph T. Gorman           For       For        Management 
1.6   Elect Director Bernadine P. Healy         For       For        Management 
1.7   Elect Director S. Craig Lindner           For       For        Management 
1.8   Elect Director Paul A. Ormond             For       For        Management 
1.9   Elect Director Robert A. Paul             For       For        Management 
1.10  Elect Director Gerald L. Shaheen          For       For        Management 
1.11  Elect Director Jerry Sue Thornton         For       For        Management 
1.12  Elect Director Morry Weiss                For       For        Management 
2     Ratify Auditor                            For       For        Management 


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NOKIA CORP.                                                                     

Ticker:       NKCAF          Security ID:  654902204                            
Meeting Date: APR 7, 2005    Meeting Type: Annual                               
Record Date:  FEB 2, 2005                                                       

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
2     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management 
      BALANCE SHEET.                                                            
3     APPROVAL OF A PROPOSAL TO THE ANNUAL      For       For        Management 
      GENERAL MEETING OF A DIVIDEND OF EUR 0.33                                 
      PER SHARE.                                                                
4     DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF For       For        Management 
      THE BOARD OF DIRECTORS, AND THE                                           
      PRESIDENT, FROM LIABILITY.                                                
6     PROPOSAL ON THE COMPOSITION OF THE BOARD  For       For        Management 
      AS PROPOSED BY THE CORPORATE GOVERNANCE                                   
      AND NOMINATION COMMITTEE.                                                 
7.1   Elect  Directors Paul J. Collins          For       For        Management 
7.2   Elect  Directors Georg Ehrnrooth          For       For        Management 
7.3   Elect  Directors Bengt Holmstrom          For       For        Management 
7.4   Elect  Directors Per Karlsson             For       For        Management 
7.5   Elect  Directors Jorma Ollila             For       For        Management 
7.6   Elect  Directors Marjorie Scardino        For       For        Management 
7.7   Elect  Directors Vesa Vainio              For       For        Management 
7.8   Elect  Directors Arne Wessberg            For       For        Management 
7.9   Elect  Directors Dan Hesse                For       For        Management 
7.10  Elect  Directors Edouard Michelin         For       For        Management 
8     APPROVAL OF THE REMUNERATION TO BE PAID   For       For        Management 
      TO THE AUDITOR.                                                           
9     APPROVAL OF THE RE-ELECTION OF            For       For        Management 
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS                                 
      FOR FISCAL YEAR 2005.                                                     
10    APPROVAL OF THE PROPOSAL TO GRANT STOCK   For       For        Management 
      OPTIONS TO SELECTED PERSONNEL OF THE                                      
      COMPANY.                                                                  
11    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management 
      REDUCE THE SHARE CAPITAL THROUGH                                          
      CANCELLATION OF NOKIA SHARES HELD BY                                      
      COMPANY.                                                                  
12    AUTHORIZATION TO THE BOARD TO INCREASE    For       For        Management 
      THE SHARE CAPITAL OF THE COMPANY.                                         
13    AUTHORIZATION TO THE BOARD TO REPURCHASE  For       For        Management 
      NOKIA SHARES.                                                             
14    AUTHORIZATION TO THE BOARD TO DISPOSE     For       For        Management 
      NOKIA SHARES HELD BY THE COMPANY.                                         
15    MARK THE FOR BOX IF YOU WISH TO INSTRUCT  For       Against    Management 
      NOKIA S LEGAL COUNSELS TO VOTE IN THEIR                                   
      DISCRETION ON YOUR BEHALF ONLY UPON ITEM                                  
      15.                                                                       


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NORFOLK SOUTHERN CORP.                                                          

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

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


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OCCIDENTAL PETROLEUM CORP.                                                      

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

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


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

PACCAR INC.                                                                     

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

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


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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   For        Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder


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

PROCTER & GAMBLE COMPANY, THE                                                   

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

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


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QUALCOMM INC.                                                                   

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

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


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )                                    

Ticker:                      Security ID:  80105N105                            
Meeting Date: DEC 23, 2004   Meeting Type: Special                              
Record Date:  NOV 8, 2004                                                       

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1     Approve Merger by Absorption of Aventis   For       For        Management 
      by Sanofi-Aventis; Authorize Issuance of                                  
      19.1 Million Shares to Compensate Aventis                                 
      Minority Shareholders                                                     
2     Approve Accounting Treatment of           For       For        Management 
      Absorption                                                                
3     Assume Obligations of 257,248 Outstanding For       For        Management 
      Aventis Warrants; Authorize Issuance of                                   
      Up to 301,984 Sanofi-Aventis Shares to                                    
      Satisfy Conversion of Aventis Warrants                                    
4     Assume Obligations of 48.08 Million       For       For        Management 
      Outstanding Aventis Stock Options;                                        
      Authorize Issuance of Sanofi-Aventis                                      
      Shares to Satisfy Conversion of Aventis                                   
      Stock Options                                                             
5     Set Dec. 31, 2004, as Effective Date of   For       For        Management 
      Merger and Related Capital Increase to                                    
      Aventis Minority Shareholders                                             
6     Amend Articles to Reflect Changes in      For       For        Management 
      Capital                                                                   
7     Approve Capital Increase Reserved for     For       For        Management 
      Employees Participating in                                                
      Savings-Related Share Purchase Plan                                       
8     Authorize Filing of Required              For       For        Management 
      Documents/Other Formalities                                               


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SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO )                                    

Ticker:                      Security ID:  80105N105                            
Meeting Date: MAY 31, 2005   Meeting Type: Annual                               
Record Date:  APR 25, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1     APPROVAL OF THE INDIVIDUAL COMPANY        For       For        Management 
      FINANCIAL STATEMENTS                                                      
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       For        Management 
      STATEMENTS                                                                
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       For        Management 
      DIVIDEND                                                                  
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       For        Management 
      STATUTORY AUDITORS SPECIAL REPORT                                         
5     Ratify Auditors                           For       For        Management 
6     Ratify Auditors                           For       For        Management 
7     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management 
      TO CARRY OUT TRANSACTIONS IN SHARES                                       
      ISSUED BY THE COMPANY                                                     
8     TERMINATION OF THE AUTHORITY TO ISSUE     For       For        Management 
      BONDS                                                                     
9     TO CARRY OUT INCREASES IN THE SHARE       For       For        Management 
      CAPITAL BY ISSUANCE, WITH PREEMPTIVE                                      
      RIGHTS MAINTAINED                                                         
10    TO CARRY OUT INCREASES IN THE SHARE       For       Against    Management 
      CAPITAL BY ISSUANCE, WITHOUT PREEMPTIVE                                   
      RIGHTS                                                                    
11    TO CARRY OUT INCREASES IN THE SHARE       For       For        Management 
      CAPITAL BY INCORPORATION OF SHARE                                         
      PREMIUM, RESERVES, PROFITS OR OTHER ITEMS                                 
12    TO INCREASE THE NUMBER OF SHARES TO BE    For       Against    Management 
      ISSUED IN THE EVENT OF A CAPITAL INCREASE                                 
      WITH OR WITHOUT PREEMPTIVE RIGHTS                                         
13    TO CARRY OUT INCREASES IN THE SHARE       For       For        Management 
      CAPITAL BY ISSUANCE OF SHARES RESERVED                                    
      FOR EMPLOYEES WITH WAIVER OF PREEMPTIVE                                   
      RIGHTS                                                                    
14    DELEGATION TO THE BOARD OF DIRECTORS OF   For       Against    Management 
      AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE                                   
      FOR OR PURCHASE SHARES                                                    
15    DELEGATION TO THE BOARD TO ALLOT EXISTING For       Against    Management 
      OR NEW SHARES FREE OF CHARGE TO ALL OR                                    
      SOME SALARIED EMPLOYEES OF THE GROUP                                      
16    DELEGATION TO THE BOARD OF DIRECTORS OF   For       For        Management 
      POWERS TO REDUCE THE SHARE CAPITAL BY                                     
      CANCELLATION OF TREASURY SHARES                                           
17    POWERS FOR THE ACCOMPLISHMENT OF          For       For        Management 
      FORMALITIES                                                               


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

UNITED DEFENSE INDS INC                                                         

Ticker:       UDI            Security ID:  91018B104                            
Meeting Date: MAY 10, 2005   Meeting Type: Annual                               
Record Date:  MAR 21, 2005                                                      

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor    
1     Approve Merger Agreement                  For       For        Management 
2.1   Elect  Directors Frank C. Carlucci        For       For        Management 
2.2   Elect  Directors Peter J. Clare           For       For        Management 
2.3   Elect  Directors William E. Conway, Jr.   For       For        Management 
2.4   Elect  Directors C. Thomas Faulders, III  For       For        Management 
2.5   Elect  Directors Robert J. Natter         For       For        Management 
2.6   Elect  Directors J.H. Binford Peay, III   For       For        Management 
2.7   Elect  Directors Thomas W. Rabaut         For       For        Management 
2.8   Elect  Directors Francis Raborn           For       For        Management 
2.9   Elect  Directors John M. Shalikashvili    For       For        Management 
3     Adjourn Meeting                           For       For        Management 


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

UNITEDHEALTH GROUP INCORPORATED                                                 

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

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


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

VALERO ENERGY CORP.                                                             

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

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


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

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       Withhold   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 


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

WELLS FARGO & COMPANY                                                           

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

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

========== END NPX REPORT





                                 SIGNATURES




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

(Registrant) Daniel T. Geraci   
             ------------------------------------------------------------------
By (Signature and Title)* /s/ Daniel T. Geraci
                         ------------------------------------------------------
Date 8/22/05
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