Smith Barney Funds, Inc.


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

ICA File Number: 811-01464
Reporting Period: 07/01/2004 - 06/30/2005
Smith Barney Funds, Inc.









=============== SMITH BARNEY FUNDS, INC. - LARGE CAP VALUE FUND ================


3COM CORP.

Ticker:       COMS           Security ID:  885535104
Meeting Date: SEP 22, 2004   Meeting Type: Annual
Record Date:  AUG 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eric A. Benhamou          For       For        Management
1.2   Elect  Director Gary T. Dicamillo         For       For        Management
1.3   Elect  Director James R. Long             For       For        Management
1.4   Elect  Director Raj Reddy                 For       For        Management
1.5   Elect  Director David C. Wajsgras         For       For        Management
2     Ratify Auditors                           For       For        Management


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  FEB 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Belk                  For       For        Management
1.2   Elect Director Gregory W. Penske          For       For        Management
1.3   Elect Director Warren A. Stephens         For       For        Management
2     Ratify Auditors                           For       For        Management


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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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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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AT&T CORP.

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

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


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AVERY DENNISON CORP.

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

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


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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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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 12, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi Jr.       For       For        Management
1.2   Elect  Director Nicholas M. Donofrio      For       For        Management
1.3   Elect  Director Gerald L. Hassell         For       For        Management
1.4   Elect  Director Richard J. Kogan          For       For        Management
1.5   Elect  Director Michael J. Kowalski       For       For        Management
1.6   Elect  Director John A. Luke Jr.          For       For        Management
1.7   Elect  Director John C. Malone            For       For        Management
1.8   Elect  Director Paul Myners               For       For        Management
1.9   Elect  Director Catherine A.Rein          For       For        Management
1.10  Elect  Director Thomas A. Renyi           For       For        Management
1.11  Elect  Director William C. Richardson     For       For        Management
1.12  Elect  Director Brian L. Roberts          For       For        Management
1.13  Elect  Director Samuel C. Scott           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder


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BOEING CO., THE

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

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


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BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.PP          Security ID:  055622104
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr D C Allen              For       For        Management
1.2   Elect  Director Lord Browne               For       For        Management
1.3   Elect  Director Mr J H  Bryan             For       For        Management
1.4   Elect  Director Mr A  Burgmans            For       For        Management
1.5   Elect  Director Mr I C  Conn              For       For        Management
1.6   Elect  Director Mr E B  Davis, Jr         For       For        Management
1.7   Elect  Director Mr D J  Flint             For       For        Management
1.8   Elect  Director Dr B E  Grote             For       For        Management
1.9   Elect  Director Dr A B  Hayward           For       For        Management
1.10  Elect  Director Dr D S  Julius            For       For        Management
1.11  Elect  Director Sir Tom Mckillop          For       For        Management
1.12  Elect  Director Mr J A  Manzoni           For       For        Management
1.13  Elect  Director Dr W E  Massey            For       For        Management
1.14  Elect  Director Mr H M P  Miles           For       For        Management
1.15  Elect  Director Sir Ian Prosser           For       For        Management
1.16  Elect  Director Mr M H Wilson             For       For        Management
1.17  Elect  Director Mr P D Sutherland         For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
4     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
5     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
6     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
7     TO APPROVE THE RENEWAL OF EXECUTIVE       For       For        Management
      DIRECTORS  INCENTIVE PLAN
8     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS


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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


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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


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COMCAST CORP.

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

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


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COMERICA INC.

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

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


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COMVERSE TECHNOLOGY, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kobi Alexander            For       For        Management
1.2   Elect  Director Raz Alon                  For       For        Management
1.3   Elect  Director Itsik Danziger            For       For        Management
1.4   Elect  Director John H. Friedman          For       For        Management
1.5   Elect  Director Ron Hiram                 For       For        Management
1.6   Elect  Director Sam Oolie                 For       For        Management
1.7   Elect  Director William F. Sorin          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juan Carlos Braniff        For       For        Management
1.2   Elect Director James L. Dunlap            For       For        Management
1.3   Elect Director Douglas L. Foshee          For       For        Management
1.4   Elect Director Robert W. Goldman          For       For        Management
1.5   Elect Director Anthony W. Hall, Jr.       For       For        Management
1.6   Elect Director Thomas R. Hix              For       For        Management
1.7   Elect Director William H. Joyce           For       For        Management
1.8   Elect Director Ronald L. Kuehn, Jr.       For       For        Management
1.9   Elect Director J. Michael Talbert         For       For        Management
1.10  Elect Director Robert F. Vagt             For       For        Management
1.11  Elect Director John L. Whitmire           For       For        Management
1.12  Elect Director Joe B. Wyatt               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


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EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  SEP 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Bissell           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Juan Carlos Braniff       For       Did Not    Management
                                                          Vote
1.3   Elect  Director James L. Dunlap           For       Did Not    Management
                                                          Vote
1.4   Elect  Director Douglas L. Foshee         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Robert W. Goldman         For       Did Not    Management
                                                          Vote
1.6   Elect  Director Anthony W. Hall, Jr.      For       Did Not    Management
                                                          Vote
1.7   Elect  Director Thomas R. Hix             For       Did Not    Management
                                                          Vote
1.8   Elect  Director William H. Joyce          For       Did Not    Management
                                                          Vote
1.9   Elect  Director Ronald L. Kuehn, Jr.      For       Did Not    Management
                                                          Vote
1.10  Elect  Director J. Michael Talbert        For       Did Not    Management
                                                          Vote
1.11  Elect  Director John L. Whitmire          For       Did Not    Management
                                                          Vote
1.12  Elect  Director Joe B. Wyatt              For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Expense Stock Options                     Against   Did Not    Shareholder
                                                          Vote
4     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote


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ENSCO INTERNATIONAL, INC.

Ticker:       ESV            Security ID:  26874Q100
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Morton H. Meyerson        For       For        Management
1.2   Elect  Director Joel V. Staff             For       For        Management
2     Eliminate Class of Preferred Stock        For       For        Management
3     Amend Stock Ownership Limitations         For       For        Management
4     Amend Articles                            For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Ratify Auditors                           For       For        Management


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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


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EQUITY OFFICE PROPERTIES TRUST

Ticker:       EOP            Security ID:  294741103
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  MAR 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marilyn A. Alexander      For       For        Management
1.2   Elect  Director Thomas E. Dobrowski       For       For        Management
1.3   Elect  Director William M. Goodyear       For       For        Management
1.4   Elect  Director James D. Harper, Jr.      For       For        Management
1.5   Elect  Director Richard D. Kincaid        For       For        Management
1.6   Elect  Director David K. McKown           For       For        Management
1.7   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.8   Elect  Director Stephen I. Sadove         For       For        Management
1.9   Elect  Director Sally Susman              For       For        Management
1.10  Elect  Director Jan H.W.R. van der Vlist  For       For        Management
1.11  Elect  Director Samuel Zell               For       For        Management
2     Ratify Auditors                           For       For        Management


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EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Alexander          For       For        Management
1.2   Elect Director Charles L. Atwood          For       For        Management
1.3   Elect Director Bruce W. Duncan            For       For        Management
1.4   Elect Director Stephen O. Evans           For       For        Management
1.5   Elect Director James D. Harper, Jr.       For       For        Management
1.6   Elect Director Boone A. Knox              For       For        Management
1.7   Elect Director Desiree G. Rogers          For       For        Management
1.8   Elect Director Sheli Z. Rosenberg         For       For        Management
1.9   Elect Director Gerald A. Spector          For       For        Management
1.10  Elect Director Joseph White               For       For        Management
1.11  Elect Director Samuel Zell                For       For        Management
2     Ratify Auditors                           For       For        Management


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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


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GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  APR 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. George         For       For        Management
1.2   Elect  Director Robert E. Rose            For       For        Management
1.3   Elect  Director Stephen J. Solarz         For       For        Management
1.4   Elect  Director Nader H. Sultan           For       For        Management
2     PROPOSAL TO AMEND THE COMPANY S 2003      For       For        Management
      LONG-TERM INCENTIVE PLAN TO REDUCE THE
      NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
      UNDER THE PLAN AND INCREASE THE NUMBER OF
      SUCH SHARES AVAILABLE FOR FULL-VALUE
      STOCK AWARDS.
3     Ratify Auditors                           For       For        Management


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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


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HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 16, 2005   Meeting Type: Annual
Record Date:  JAN 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L.T. Babbio, Jr.           For       For        Management
1.2   Elect Director P.C. Dunn                  For       For        Management
1.3   Elect Director R.A. Hackborn              For       For        Management
1.4   Elect Director G.A. Keyworth              For       For        Management
1.5   Elect Director R.E. Knowling, Jr.         For       For        Management
1.6   Elect Director T.J. Perkins               For       For        Management
1.7   Elect Director R.L. Ryan                  For       For        Management
1.8   Elect Director L.S. Salhany               For       For        Management
1.9   Elect Director R.P. Wayman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

HONEYWELL INTERNATIONAL, INC.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Amen             For       For        Management
1.2   Elect Director Samir G. Gibara            For       For        Management
1.3   Elect Director Charles R. Shoemate        For       For        Management
1.4   Elect Director William G. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Engibous        For       For        Management
1.2   Elect  Director Kent B. Foster            For       For        Management
1.3   Elect  Director Leonard H. Roberts        For       For        Management
1.4   Elect  Director Myron E. Ullman, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

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       Against    Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Adopt Executive Benefit Policy            Against   For        Shareholder


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

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


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert D. Beyer            For       For        Management
1.2   Elect Director John T. Lamacchia          For       For        Management
1.3   Elect Director Edward M. Liddy            For       For        Management
1.4   Elect Director Katherine D. Ortega        For       For        Management
1.5   Elect Director Bobby S. Shackouls         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Eliminate super-majority provision        Against   For        Shareholder
5     Report on Feasibility of Improving Animal Against   Against    Shareholder
      Welfare Standards
6     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

LEXMARK INTERNATIONAL, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Charles Ames            For       For        Management
1.2   Elect Director Ralph E. Gomory            For       For        Management
1.3   Elect Director Marvin L. Mann             For       Withhold   Management
1.4   Elect Director Teresa Beck                For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

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       Against    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


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

LOCKHEED MARTIN CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.C. 'Pete' Aldridge, Jr.  For       For        Management
1.2   Elect Director Nolan D. Archibald         For       For        Management
1.3   Elect Director Marcus C. Bennett          For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director Douglas H. McCorkindale    For       For        Management
1.7   Elect Director Eugene F. Murphy           For       For        Management
1.8   Elect Director Joseph W. Ralston          For       Withhold   Management
1.9   Elect Director Frank Savage               For       Withhold   Management
1.10  Elect Director Anne Stevens               For       For        Management
1.11  Elect Director Robert J. Stevens          For       For        Management
1.12  Elect Director James R. Ukropina          For       For        Management
1.13  Elect Director Douglas C. Yearley         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Performance-Based/Indexed Options         Against   Against    Shareholder
5     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
      for All Issues
6     Report on Pay Disparity                   Against   Against    Shareholder
7     and amend its code of conduct and         Against   Against    Shareholder
      policies related to bidding  Review Code
      of Conduct on Military Contracts


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

LOEWS CORP.

Ticker:       CG             Security ID:  540424108
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph L. Bower            For       For        Management
1.2   Elect Director John Brademas              For       For        Management
1.3   Elect Director Charles M. Diker           For       For        Management
1.4   Elect Director Paul J. Fribourg           For       For        Management
1.5   Elect Director Walter L. Harris           For       For        Management
1.6   Elect Director Philip A. Laskawy          For       For        Management
1.7   Elect Director Gloria R. Scott            For       For        Management
1.8   Elect Director Andrew H. Tisch            For       For        Management
1.9   Elect Director James S. Tisch             For       For        Management
1.10  Elect Director Jonathan M. Tisch          For       For        Management
1.11  Elect Director Preston R. Tisch           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Report on Political Contributions         Against   Against    Shareholder
7     Support Legislation and Make Public       Against   Against    Shareholder
      Statements on Environmental Tobacco Smoke
8     Apply Fire Safety Standards for           Against   Against    Shareholder
      Cigarettes


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

MARATHON OIL CORP

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

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


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugene P. Beard            For       For        Management
1.2   Elect Director Michael J. Dolan           For       For        Management
1.3   Elect Director Robert A. Eckert           For       For        Management
1.4   Elect Director Tully M. Friedman          For       For        Management
1.5   Elect Director Dr. Andrea L. Rich         For       For        Management
1.6   Elect Director Ronald L. Sargent          For       For        Management
1.7   Elect Director Christopher A. Sinclair    For       For        Management
1.8   Elect Director G. Craig Sullivan          For       For        Management
1.9   Elect Director John L. Vogelstein         For       For        Management
1.10  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditor                            For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Workplace Code of Conduct                 Against   Against    Shareholder


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

MBNA CORP.

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

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


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

MCDONALD'S CORP.

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

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


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

MERRILL LYNCH & CO., INC.

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

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


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

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


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

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       Did Not    Management
                                                          Vote
1.2   Elect  Director Myron M. Sheinfeld        For       Did Not    Management
                                                          Vote
1.3   Elect  Director Martin J. Whitman         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     AMENDMENT TO AMENDED AND RESTATED         For       Did Not    Management
      BYE-LAWS TO REQUIRE SHAREHOLDER APPROVAL            Vote
      OF CERTAIN DISPOSITIONS OF COMPANY S
      ASSETS.
4     AMENDMENT TO 2003 EMPLOYEE STOCK PLAN TO  For       Did Not    Management
      MAKE NONEMPLOYEE DIRECTORS ELIGIBLE                 Vote
      PARTICIPANTS.
5     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Did Not    Shareholder
      COMPANY TO ADOPT A POLICY THAT A                    Vote
      SIGNIFICANT AMOUNT OF FUTURE STOCK GRANTS
      TO SENIOR EXECUTIVES BE PERFORMANCE
      BASED.


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

NEWELL RUBBERMAID INC.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Chowhig         For       For        Management
1.2   Elect Director Mark D. Ketchum            For       For        Management
1.3   Elect Director William D. Marohn          For       For        Management
1.4   Elect Director Raymond G. Viault          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

NEWS CORPORATION

Ticker:       NWS            Security ID:  65248E203
Meeting Date: JUN 30, 2005   Meeting Type: Special
Record Date:  MAY 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Omnibus Stock Plan                For       For        Management


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

NEWS CORPORATION

Ticker:       NWS            Security ID:  652487802
Meeting Date: OCT 26, 2004   Meeting Type: Special
Record Date:  SEP 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     SHARE SCHEME MEETING OF PREFERRED         For       For        Management
      SHAREHOLDERS. APPROVAL OF THE SHARE
      SCHEME DESCRIBED IN THE INFORMATION
      MEMORANDUM.
2     CAPITAL REDUCTION MEETING. APPROVAL OF    For       For        Management
      THE CAPITAL REDUCTION BY CANCELLATION OF
      ALL SHARES IN THE COMPANY.
3     IF YOU MARK THE AGAINST BOX, YOU WILL NOT For       For        Management
      VOTE AS REGISTERED LEGAL OWNER OF
      NEWSCORP SHARES AND YOUR VOTE WILL NOT BE
      COUNTED IN DETERMINING WHETHER THE SHARE
      SCHEME IS APPROVED BY A MAJORITY IN
      NUMBER OF SHAREHOLDERS VOTING AT THE
      MEETINGS.


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

NOBLE CORP

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence J. Chazen        For       For        Management
1.2   Elect  Director Mary P. Ricciardello      For       For        Management
1.3   Elect  Director William A. Sears          For       For        Management
2     APPROVAL OF ADOPTION OF SPECIAL           For       For        Management
      RESOLUTION OF MEMBERS TO AMEND ARTICLES
      OF ASSOCIATION TO INCREASE DIRECTOR
      RETIREMENT AGE.
3     APPROVAL OF THE PROPOSAL REGARDING THE    For       For        Management
      AMENDED AND RESTATED NOBLE CORPORATION
      1992 NONQUALIFIED STOCK OPTION PLAN FOR
      NON-EMPLOYEE DIRECTORS.
4     APPROVAL OF THE PROPOSAL TO AMEND THE     For       For        Management
      NOBLE CORPORATION EQUITY COMPENSATION
      PLAN FOR NON-EMPLOYEE DIRECTORS.
5     Ratify Auditors                           For       For        Management


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

NOKIA CORP.

Ticker:       NOK            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       For        Management
      NOKIA S LEGAL COUNSELS TO VOTE IN THEIR
      DISCRETION ON YOUR BEHALF ONLY UPON ITEM
      15.


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

NORTEL NETWORKS CORP.

Ticker:       NT.            Security ID:  656568102
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Jalynn H. Bennett as Director       For       For        Management
1.2   Elect Manfred Bischoff as Director        For       For        Management
1.3   Elect Robert E. Brown as Director         For       For        Management
1.4   Elect John E. Cleghorn as Director        For       For        Management
1.5   Elect James B. Hunt, Jr. as Director      For       For        Management
1.6   Elect Robert A. Ingram as Director        For       For        Management
1.7   Elect John A. MacNaughton as Director     For       For        Management
1.8   Elect John P. Manley as Director          For       For        Management
1.9   Elect Richard D. McCormick as Director    For       For        Management
1.10  Elect Ronald W. Osborne as Director       For       For        Management
1.11  Elect William A. Owens as Director        For       For        Management
1.12  Elect Harry J. Pearce as Director         For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Approve Adoption of the Nortel U.S. Stock For       For        Management
      Purchase Plan, the Nortel Global Stock
      Purchase Plan, and the Nortel Stock
      Purchase Plan for Members of the Nortel
      Savings and Retirement Program
4     Approve Adoption of Nortel 2005 Stock     For       For        Management
      Incentive Plan
5     Require Shareholder Approval of the       Against   Against    Shareholder
      Compensation of the Ten Highest Paid
      Executives
6     Exclude Senior Executive's Bonuses From   Against   Against    Shareholder
      Calculation of Pensions
7     Require List of Nominees for Board of     Against   Against    Shareholder
      Directors To Have a Minimum of 25% More
      Candidates Than There Are Spaces to Fill
8     Roll Back the Salary Level of All Senior  Against   Against    Shareholder
      Executives to Their Salary Level on Jan.
      1, 1998
9     Take Legal or other Appropriate Action to Against   Against    Shareholder
      Get Back Bonus and Salary Increases Given
      to Senior Executives (Past and Present)
      From 1998 through 2004
10    Take Legal or other Appropriate Action to Against   Against    Shareholder
      Exclude Executives (Past and
      Present)Bonuses and Salary Increases from
      1998 through 2004 from Their Pensions
      Calculation
11    Take Legal or other Appropriate Action to Against   Against    Shareholder
      Get Back Compensation and Perks Paid to
      Board of Directors (former and present)
      From 1998 through 2004
12    Require Economy Class for All Business    Against   Against    Shareholder
      Travel of All Senior Executives, Company
      Employees, and Board of Directors
13    Allow Shareholders in Attendance at AGM   Against   Against    Shareholder
      to Elect Two Additional Directors to the
      Board in Addition to the Slate of
      Candidates Proposed by the Existing Board
      of Director's Nominating Committee at the
      AGM
14    Take Legal or other Appropriate Actions   Against   Against    Shareholder
      to Get Back Fees Paid to External
      Auditors From 1998 through 2004; Require
      Future Auditor's Fees To Be Approved by
      Shareholders at AGM
15    Require Nortel To Provide Letter to       Against   Against    Shareholder
      Regulatory Agencies With Information The
      Agencies Should Have Been Looking For to
      Protect Shareholders of Publicly Traded
      Companies


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

PFIZER INC.

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

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


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

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       Withhold   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   For        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   For        Shareholder
8     Allow Vote on Golden Parachutes           Against   For        Shareholder


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara M. Barrett        For       For        Management
1.2   Elect  Director Frederic M. Poses         For       For        Management
1.3   Elect  Director Linda G. Stuntz           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     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
6     Adopt MacBride Principles                 Against   Against    Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Require Director Nominee Qualifications   Against   Against    Shareholder


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

ROYAL DUTCH SHELL PLC (FORMERLY ROYAL DUTCH PETROLEUM CO.)

Ticker:       RPETY          Security ID:  780257804
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAY 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL ACCOUNTS 2004                      For       Did Not    Management
                                                          Vote
2     DECLARATION OF THE TOTAL DIVIDEND FOR THE For       Did Not    Management
      YEAR 2004                                           Vote
3     DISCHARGE OF THE MANAGING DIRECTORS       For       Did Not    Management
                                                          Vote
4     DISCHARGE OF THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD                                   Vote
5     APPOINTMENT OF MR. L.R. RICCIARDI AS A    For       Did Not    Management
      MEMBER OF THE SUPERVISORY BOARD                     Vote
6     AUTHORIZATION FOR THE ACQUISITION OF      For       Did Not    Management
      ORDINARY SHARES                                     Vote
7     CANCELLATION OF THE ORDINARY SHARES HELD  For       Did Not    Management
      BY THE COMPANY                                      Vote
8     APPROVAL OF THE IMPLEMENTATION AGREEMENT  For       Did Not    Management
                                                          Vote
9     PROPOSAL TO AMEND THE ARTICLES OF         For       Did Not    Management
      ASSOCIATION OF THE COMPANY                          Vote
10    APPOINTMENT OF MR A.G. JACOBS AS A        For       Did Not    Management
      NON-EXECUTIVE DIRECTOR                              Vote
11    APPOINTMENT OF MS CH. MORIN-POSTEL AS A   For       Did Not    Management
      NON-EXECUTIVE DIRECTOR                              Vote
12    APPOINTMENT OF MR A.A. LOUDON AS A        For       Did Not    Management
      NON-EXECUTIVE DIRECTOR                              Vote
13    APPOINTMENT OF MR L.R. RICCIARDI AS A     For       Did Not    Management
      NON-EXECUTIVE DIRECTOR                              Vote
14    ADOPTION OF THE REMUNERATION POLICY FOR   For       Did Not    Management
      THE BOARD OF DIRECTORS                              Vote
15    APPROVAL OF AMENDED LONG-TERM INCENTIVE   For       Did Not    Management
      PLAN                                                Vote
16    APPROVAL OF AMENDED RESTRICTED SHARE PLAN For       Did Not    Management
                                                          Vote
17    APPROVAL OF AMENDED DEFERRED BONUS PLAN   For       Did Not    Management
                                                          Vote


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

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       Did Not    Management
      FINANCIAL STATEMENTS                                Vote
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       Did Not    Management
      STATEMENTS                                          Vote
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       Did Not    Management
      DIVIDEND                                            Vote
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       Did Not    Management
      STATUTORY AUDITORS SPECIAL REPORT                   Vote
5     Ratify Auditors                           For       Did Not    Management
                                                          Vote
6     Ratify Auditors                           For       Did Not    Management
                                                          Vote
7     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Did Not    Management
      TO CARRY OUT TRANSACTIONS IN SHARES                 Vote
      ISSUED BY THE COMPANY
8     TERMINATION OF THE AUTHORITY TO ISSUE     For       Did Not    Management
      BONDS                                               Vote
9     TO CARRY OUT INCREASES IN THE SHARE       For       Did Not    Management
      CAPITAL BY ISSUANCE, WITH PREEMPTIVE                Vote
      RIGHTS MAINTAINED
10    TO CARRY OUT INCREASES IN THE SHARE       For       Did Not    Management
      CAPITAL BY ISSUANCE, WITHOUT PREEMPTIVE             Vote
      RIGHTS
11    TO CARRY OUT INCREASES IN THE SHARE       For       Did Not    Management
      CAPITAL BY INCORPORATION OF SHARE                   Vote
      PREMIUM, RESERVES, PROFITS OR OTHER ITEMS
12    TO INCREASE THE NUMBER OF SHARES TO BE    For       Did Not    Management
      ISSUED IN THE EVENT OF A CAPITAL INCREASE           Vote
      WITH OR WITHOUT PREEMPTIVE RIGHTS
13    TO CARRY OUT INCREASES IN THE SHARE       For       Did Not    Management
      CAPITAL BY ISSUANCE OF SHARES RESERVED              Vote
      FOR EMPLOYEES WITH WAIVER OF PREEMPTIVE
      RIGHTS
14    DELEGATION TO THE BOARD OF DIRECTORS OF   For       Did Not    Management
      AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE             Vote
      FOR OR PURCHASE SHARES
15    DELEGATION TO THE BOARD TO ALLOT EXISTING For       Did Not    Management
      OR NEW SHARES FREE OF CHARGE TO ALL OR              Vote
      SOME SALARIED EMPLOYEES OF THE GROUP
16    DELEGATION TO THE BOARD OF DIRECTORS OF   For       Did Not    Management
      POWERS TO REDUCE THE SHARE CAPITAL BY               Vote
      CANCELLATION OF TREASURY SHARES
17    POWERS FOR THE ACCOMPLISHMENT OF          For       Did Not    Management
      FORMALITIES                                         Vote


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

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gilbert F. Amelio         For       For        Management
1.2   Elect  Director August A. Busch III       For       For        Management
1.3   Elect  Director Martin K. Eby, Jr.        For       For        Management
1.4   Elect  Director James A. Henderson        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lynn M. Martin            For       For        Management
1.7   Elect  Director John B. McCoy             For       For        Management
1.8   Elect  Director Mary S. Metz              For       For        Management
1.9   Elect  Director Toni Rembe                For       For        Management
1.10  Elect  Director S. Donley Ritchey         For       For        Management
1.11  Elect  Director Joyce M. Roche            For       For        Management
1.12  Elect  Director Laura D'Andrea Tyson      For       For        Management
1.13  Elect  Director Patricia P. Upton         For       For        Management
1.14  Elect  Director Edward E. Whitacre, Jr    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Report on Political Contributions         Against   Against    Shareholder
5     Report on Executive Compensation          Against   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Adopt Simple Majority Vote                Against   For        Shareholder


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

SCHERING-PLOUGH CORP.

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

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


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 5, 2005    Meeting Type: Annual
Record Date:  FEB 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Collato        For       For        Management
1.2   Elect  Director Denise K. Fletcher        For       For        Management
1.3   Elect  Director William C. Rusnack        For       For        Management
1.4   Elect  Director William P. Rutledge       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Option Expensing                  Against   For        Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder
5     Performance-Based/Indexed Options         Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

SOLECTRON CORP.

Ticker:       SLR            Security ID:  834182107
Meeting Date: JAN 13, 2005   Meeting Type: Annual
Record Date:  NOV 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William A. Hasler         For       For        Management
1.2   Elect  Director Michael R. Cannon         For       For        Management
1.3   Elect  Director Richard A. D'Amore        For       For        Management
1.4   Elect  Director H. Paulett Eberhart       For       For        Management
1.5   Elect  Director Heinz Fridrich            For       For        Management
1.6   Elect  Director William R. Graber         For       For        Management
1.7   Elect  Director Dr. Paul R. Low           For       For        Management
1.8   Elect  Director C. Wesley M. Scott        For       For        Management
1.9   Elect  Director Cyril Yansouni            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


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

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John H. Dasburg           For       For        Management
1.2   Elect  Director Leslie B. Disharoon       For       For        Management
1.3   Elect  Director Janet M. Dolan            For       For        Management
1.4   Elect  Director Kenneth M. Duberstein     For       For        Management
1.5   Elect  Director Jay S. Fishman            For       For        Management
1.6   Elect  Director Lawrence G. Graev         For       Withhold   Management
1.7   Elect  Director Thomas R. Hodgson         For       For        Management
1.8   Elect  Director Robert I. Lipp            For       For        Management
1.9   Elect  Director Blythe J. McGarvie        For       For        Management
1.10  Elect  Director Glen D. Nelson, M.D.      For       For        Management
1.11  Elect  Director Clarence Otis, Jr.        For       For        Management
1.12  Elect  Director Charles W. Scharf         For       For        Management
1.13  Elect  Director Laurie J. Thomsen         For       For        Management
2     Ratify Auditors                           For       For        Management


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

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 10, 2004   Meeting Type: Annual
Record Date:  SEP 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott G. McNealy          For       For        Management
1.2   Elect  Director James L. Barksdale        For       For        Management
1.3   Elect  Director Stephen M. Bennett        For       For        Management
1.4   Elect  Director L. John Doerr             For       For        Management
1.5   Elect  Director Robert J. Fisher          For       For        Management
1.6   Elect  Director Michael E. Lehman         For       For        Management
1.7   Elect  Director M. Kenneth Oshman         For       For        Management
1.8   Elect  Director Naomi O. Seligman         For       For        Management
1.9   Elect  Director Lynn E. Turner            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


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

TOTAL SA (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  APR 8, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE PARENT COMPANY FINANCIAL  For       Did Not    Management
      STATEMENTS                                          Vote
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       Did Not    Management
      STATEMENTS                                          Vote
3     ALLOCATION OF EARNINGS, DECLARATION OF    For       Did Not    Management
      DIVIDEND                                            Vote
4     AGREEMENTS COVERED BY ARTICLE L. 225-38   For       Did Not    Management
      OF THE FRENCH COMMERCIAL CODE                       Vote
5     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       Did Not    Management
      TO TRADE SHARES OF THE COMPANY                      Vote
6     RENEWAL OF THE APPOINTMENT OF MR. PAUL    For       Did Not    Management
      DESMARAIS JR. AS A DIRECTOR                         Vote
7     RENEWAL OF THE APPOINTMENT OF MR.         For       Did Not    Management
      BERTRAND JACQUILLAT AS A DIRECTOR                   Vote
8     RENEWAL OF THE APPOINTMENT OF MR. MAURICE For       Did Not    Management
      LIPPENS AS A DIRECTOR                               Vote
9     APPOINTMENT OF LORD LEVENE OF PORTSOKEN,  For       Did Not    Management
      KBE, AS A DIRECTOR                                  Vote
10    AUTHORITY TO BOARD TO RAISE CAPITAL BY    For       Did Not    Management
      ISSUING EQUITY OR EQUITY- LINKED                    Vote
      SECURITIES WITH PREFERENTIAL SUBSCRIPTION
      RIGHTS
11    AUTHORITY TO BOARD TO RAISE CAPITAL BY    For       Did Not    Management
      ISSUING EQUITY OR EQUITY- LINKED                    Vote
      SECURITIES WITHOUT PREFERENTIAL
      SUBSCRIPTION RIGHTS
12    AUTHORITY TO THE BOARD FOR THE PURPOSE OF For       Did Not    Management
      CAPITAL INCREASES PURSUANT TO ARTICLE L.            Vote
      443-5 OF THE FRENCH LABOR CODE
13    AUTHORIZATION TO GRANT SHARES OF THE      Against   Did Not    Management
      COMPANY TO EMPLOYEES AND EXECUTIVE                  Vote
      OFFICERS OF THE COMPANY AND GROUP
      COMPANIES
14    AMENDED AUTHORIZATION TO GRANT SHARES TO  Against   Did Not    Shareholder
      EMPLOYEES AND EXECUTIVE OFFICERS OF THE             Vote
      COMPANY AND GROUP COMPANIES


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

U.S. BANCORP

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

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


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

UNITED 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


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

VERIZON COMMUNICATIONS

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

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


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

WACHOVIA CORP.

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

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


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

WACHOVIA CORP.

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

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


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

WAL-MART STORES, INC.

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

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


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

WASHINGTON MUTUAL, INC

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

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


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

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   For        Shareholder
      of Directors
5     Report on Political Contributions         Against   Against    Shareholder
6     Submit Severance Agreement                Against   For        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       Withhold   Management
1.9   Elect Director Philip J. Quigley          For       For        Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       Withhold   Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   Against    Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder




========= SMITH BARNEY FUNDS, INC. - SHORT-TERM INVESTMENT GRADE BOND ==========
=========                            FUND                             ==========




========== SMITH BARNEY FUNDS, INC. - U.S. GOVERNMENT SECURITIES FUND ==========

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