UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-00005

Lord Abbett Affiliated Fund, Inc.

(Exact name of registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

Christina T. Simmons, Vice President & Assistant Secretary

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

Registrant’s telephone number, including area code:   (800) 201-6984

Date of fiscal year end:  10/31

Date of reporting period:   July 1, 2004 through June 30, 2005

Item 1. Proxy Voting Record.

FORM N-PX REPORT

ICA File Number: 811-00005

Reporting Period: 07/01/2004 - 06/30/2005

Lord Abbett Affiliated Fund, Inc.

LORD ABBETT AFFILIATED FUND

ADVANCED MICRO DEVICES, INC.

Ticker:	AMD	Security ID:	007903107
Meeting Date:	APR 28, 2005	Meeting Type:	Annual
Record Date:	FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hector de. J. Ruiz	For	For	Management
1.2	Elect Director W. Michael Barnes	For	For	Management
1.3	Elect Director Bruce L. Claflin	For	For	Management
1.4	Elect Director H. Paulett Eberhart	For	For	Management
1.5	Elect Director David J. Edmondson	For	For	Management
1.6	Elect Director Robert B. Palmer	For	For	Management
1.7	Elect Director Leonard M. Silverman	For	For	Management
1.8	Elect Director Morton L. Topfer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Require a Majority Vote for the Election of Directors	Against	For	Shareholder
4	Expense Stock Options	Against	Against	Shareholder

ALCOA INC.

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

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

APPLE COMPUTER, INC.

Ticker:	AAPL	Security ID:	037833100
Meeting Date:	APR 21, 2005	Meeting Type:	Annual
Record Date:	MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred D. Anderson	For	For	Management
1.2	Elect Director William V. Campbell	For	For	Management
1.3	Elect Director Millard S. Drexler	For	For	Management
1.4	Elect Director Albert A. Gore, Jr.	For	For	Management
1.5	Elect Director Steven P. Jobs	For	For	Management
1.6	Elect Director Arthur D. Levinson	For	For	Management
1.7	Elect Director Jerome B. York	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Amend Qualified Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management
6	Performance- Based/Indexed Options	Against	Against	Shareholder

1

ARCHER-DANIELS-MIDLAND COMPANY

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

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

BAKER HUGHES INCORPORATED

Ticker:	BHI	Security ID:	057224107
Meeting Date:	APR 28, 2005	Meeting Type:	Annual
Record Date:	FEB 25, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Larry D. Brady	For	For	Management
1.2	Elect Director Clarence P. Cazalot, Jr.	For	For	Management
1.3	Elect Director Anthony G. Fernandes	For	For	Management
1.4	Elect Director J. Larry Nichols	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management
4	Act on Shareholder Resolutions that Receive Majority Support	Against	For	Shareholder

2

BANK OF AMERICA CORP.

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William Barnet, III	For	For	Management
1.2	Elect Director Charles W. Coker	For	For	Management
1.3	Elect Director John T. Collins	For	For	Management
1.4	Elect Director Gary L. Countryman	For	Withhold	Management
1.5	Elect Director Paul Fulton	For	For	Management
1.6	Elect Director Charles K. Gifford	For	For	Management
1.7	Elect Director W. Steven Jones	For	For	Management
1.8	Elect Director Kenneth D. Lewis	For	For	Management
1.9	Elect Director Walter E. Massey	For	For	Management
1.10	Elect Director Thomas J. May	For	For	Management
1.11	Elect Director Patricia E. Mitchell	For	For	Management
1.12	Elect Director Edward L. Romero	For	For	Management
1.13	Elect Director Thomas M. Ryan	For	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

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	Against	Shareholder
4	Limit Executive Compensation	Against	Against	Shareholder

3

BARRICK GOLD CORP.

Ticker:	ABX.	Security ID:	067901108
Meeting Date:	APR 28, 2005	Meeting Type:	Annual
Record Date:	MAR 10, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director H.L. Beck	For	For	Management
1.2	Elect Director C.W.D. Birchall	For	For	Management
1.3	Elect Director G. Cisneros	For	For	Management
1.4	Elect Director M.A. Cohen	For	For	Management
1.5	Elect Director P.A. Crossgrove	For	For	Management
1.6	Elect Director P.C. Godsoe	For	For	Management
1.7	Elect Director A.A. MacNaughton	For	For	Management
1.8	Elect Director B. Mulroney	For	For	Management
1.9	Elect Director A. Munk	For	For	Management
1.10	Elect Director P. Munk	For	For	Management
1.11	Elect Director J.L. Rotman	For	For	Management
1.12	Elect Director S.J. Shapiro	For	For	Management
1.13	Elect Director G.C. Wilkins	For	For	Management
2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management

BAXTER INTERNATIONAL INC.

Ticker:	BAX	Security ID:	071813109
Meeting Date:	MAY 3, 2005	Meeting Type:	Annual
Record Date:	MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Blake E. Devitt	For	For	Management
1.2	Elect Director Joseph B. Martin, M.D., Ph. D.	For	For	Management
1.3	Elect Director Robert L. Parkinson, Jr.	For	For	Management
1.4	Elect Director Thomas T. Stallkamp	For	For	Management
1.5	Elect Director Albert P.L. Stroucken	For	For	Management
2	Ratify Auditors	For	For	Management
3	Restore or Provide for Cumulative Voting	Against	Against	Shareholder
4	Prohibit Auditor from Providing Non-Audit Services	Against	Against	Shareholder
5	Declassify the Board of Directors	None	For	Shareholder

BRISTOL-MYERS SQUIBB CO.

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

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

4

CANADIAN NATIONAL RAILWAY CO.

Ticker:	CNR.	Security ID:	136375102
Meeting Date:	APR 21, 2005	Meeting Type:	Annual
Record Date:	MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael R. Armellino	For	For	Management
1.2	Elect Director A. Charles Baillie	For	For	Management
1.3	Elect Director Hugh J. Bolton	For	For	Management
1.4	Elect Director Purdy Crawford	For	For	Management
1.5	Elect Director J.V. Raymond Cyr	For	For	Management
1.6	Elect Director Gordon D. Giffin	For	For	Management
1.7	Elect Director James K. Gray	For	For	Management
1.8	Elect Director E. Hunter Harrison	For	For	Management
1.9	Elect Director Edith E. Holiday	For	For	Management
1.10	Elect Director V. Maureen Kempston Darkes	For	For	Management
1.11	Elect Director Gilbert H. Lamphere	For	For	Management
1.12	Elect Director Denis Losier	For	For	Management
1.13	Elect Director Edward C. Lumley	For	For	Management
1.14	Elect Director David G.A. McLean	For	For	Management
1.15	Elect Director Robert Pace	For	For	Management
2	Ratify KPMG LLP as Auditors	For	For	Management
3	Amend Management Long-Term Incentive Plan	For	For	Management

CARDINAL HEALTH, INC.

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

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

CATERPILLAR INC.

Ticker:	CAT	Security ID:	149123101
Meeting Date:	APR 13, 2005	Meeting Type:	Annual
Record Date:	FEB 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Frank Blount	For	For	Management
1.2	Elect Director John R. Brazil	For	For	Management
1.3	Elect Director Eugene V. Fife	For	For	Management
1.4	Elect Director Gaul D. Fosler	For	For	Management
1.5	Elect Director Peter A. Magowan	For	For	Management
2	Ratify Auditors	For	For	Management
3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	Against	Shareholder
4	Report on Equipment Sales to Israel	Against	Against	Shareholder
5	Report on Operational Imact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against	Shareholder
6	Require a Majority Vote for the Election of Directors	Against	Against	Shareholder

5

CIGNA CORP.

Ticker:	CI	Security ID:	125509109
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter N. Larson	For	For	Management
1.2	Elect Director Carol Cox Wait	For	For	Management
1.3	Elect Director William D. Zollars	For	For	Management
1.4	Elect Director Marilyn Ware	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

CITIGROUP INC.

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

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

6

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:	CCU	Security ID:	184502102
Meeting Date:	APR 26, 2005	Meeting Type:	Annual
Record Date:	MAR 11, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan D. Feld	For	For	Management
1.2	Elect Director Perry J. Lewis	For	For	Management
1.3	Elect Director L. Lowry Mays	For	For	Management
1.4	Elect Director Mark P. Mays	For	For	Management
1.5	Elect Director Randall T. Mays	For	For	Management
1.6	Elect Director B.J. McCombs	For	For	Management
1.7	Elect Director Phyllis B. Riggins	For	For	Management
1.8	Elect Director Theodore H. Strauss	For	For	Management
1.9	Elect Director J.C. Watts	For	For	Management
1.10	Elect Director John H. Williams	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

CLOROX COMPANY, THE

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

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

COMPUTER ASSOCIATES INTERNATIONAL, INC.

Ticker:	CA	Security ID:	204912109
Meeting Date:	AUG 25, 2004	Meeting Type:	Annual
Record Date:	JUN 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Russell M. Artzt	For	For	Management
1.2	Elect Director Kenneth D. Cron	For	For	Management
1.3	Elect Director Alfonse M. D’Amato	For	For	Management
1.4	Elect Director Gary J. Fernandes	For	For	Management
1.5	Elect Director Robert E. La Blanc	For	For	Management
1.6	Elect Director Jay W. Lorsch	For	For	Management
1.7	Elect Director Lewis S. Ranieri	For	For	Management
1.8	Elect Director Walter P. Schuetze	For	For	Management
1.9	Elect Director Laura S. Unger	For	For	Management
2	Ratify Auditors	For	For	Management
3	Review Executive Compensation	Against	For	Shareholder

7

CSX CORP.

Ticker:	CSX	Security ID:	126408103
Meeting Date:	MAY 4, 2005	Meeting Type:	Annual
Record Date:	MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E.E. Bailey	For	For	Management
1.2	Elect Director J.B. Breaux	For	For	Management
1.3	Elect Director E.J. Kelly, III	For	For	Management
1.4	Elect Director R.D. Kunisch	For	For	Management
1.5	Elect Director S.J. Morcott	For	For	Management
1.6	Elect Director D.M. Ratcliff	For	For	Management
1.7	Elect Director C.E. Rice	For	For	Management
1.8	Elect Director W.C. Richardson	For	For	Management
1.9	Elect Director F.S. Royal	For	For	Management
1.10	Elect Director D.J. Shepard	For	For	Management
1.11	Elect Director M.J. Ward	For	For	Management
2	Ratify Auditors	For	For	Management
3	Subject Non-Deductible Executive Compensation to Shareholder Vote	Against	Against	Shareholder
4	Adopt Simple Majority Vote Requirement	Against	For	Shareholder

CVS CORPORATION

Ticker:	CVS	Security ID:	126650100
Meeting Date:	MAY 12, 2005	Meeting Type:	Annual
Record Date:	MAR 15, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Don Cornwell	For	For	Management
1.2	Elect Director Thomas P. Gerrity	For	For	Management
1.3	Elect Director Stanley P. Goldstein	For	For	Management
1.4	Elect Director Marian L. Heard	For	For	Management
1.5	Elect Director William H. Joyce	For	For	Management
1.6	Elect Director Terrence Murray	For	For	Management
1.7	Elect Director Sheli Z. Rosenberg	For	For	Management
1.8	Elect Director Thomas M. Ryan	For	For	Management
1.9	Elect Director Alfred J. Verrecchia	For	For	Management
2	Ratify Auditors	For	For	Management
3	Require a Majority Vote for the Election of Directors	Against	Against	Shareholder
4	Performance- Based/Indexed Options	Against	Against	Shareholder
5	Review/Limit Executive Compensation	Against	Against	Shareholder

8

DEERE & CO.

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

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

DIAGEO PLC (FORMERLY GUINNESS PLC)

Ticker:		Security ID:	25243Q205
Meeting Date:	OCT 20, 2004	Meeting Type:	Annual
Record Date:	SEP 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	REPORTS AND ACCOUNTS 2004	For	For	Management
2	DIRECTORS REMUNERATION REPORT 2004	For	For	Management
3	DECLARATION OF FINAL DIVIDEND	For	For	Management
4.1	Elect Director Lord Hollick (1,3,4)	For	For	Management
4.2	Elect Director Mr Nc Rose (2)	For	For	Management
4.3	Elect Director Mr Pa Walker (1,3,4)	For	For	Management
4.4	Elect Director Mr Ht Stitzer (1,3,4)	For	For	Management
4.5	Elect Director Mr Jr Symonds (1,3,4)	For	For	Management
5	Ratify Auditors	For	For	Management
6	DISAPPLICATION OF PRE-EMPTION RIGHTS	For	For	Management
7	AMENDMENT TO ARTICLES OF ASSOCIATION	For	For	Management
8	AUTHORITY TO PURCHASE OWN ORDINARY SHARES	For	For	Management
9	AMENDMENTS TO THE DIAGEO LONG TERM INCENTIVE PLAN	For	For	Management
10	AMENDMENTS TO THE DIAGEO EXECUTIVE SHARE OPTION PLAN	For	For	Management
11	AMENDMENTS TO THE DISCRETIONARY INCENTIVE PLAN	For	For	Management
12	AMENDMENTS TO THE DIAGEO 2001 SHARE INCENTIVE PLAN	For	For	Management
13	AMENDMENTS TO THE DIAGEO UK SHARESAVE SCHEME 2000	For	For	Management
14	AMENDMENTS TO THE DIAGEO 1999 IRISH SHARESAVE SCHEME	For	For	Management
15	AMENDMENT TO THE DIAGEO LONG TERM INCENTIVE PLAN AWARDS	For	For	Management

DOW CHEMICAL COMPANY, THE

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

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

9

E.I. DU PONT DE NEMOURS & CO.

Ticker:	DD	Security ID:	263534109
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alain J.P. Belda	For	For	Management
1.2	Elect Director Richard H. Brown	For	For	Management
1.3	Elect Director Curtis J. Crawford	For	For	Management
1.4	Elect Director John T. Dillon	For	For	Management
1.5	Elect Director Louisa C. Duemling	For	For	Management
1.6	Elect Director Charles O. Holliday, Jr.	For	For	Management
1.7	Elect Director Lois D. Juliber	For	For	Management
1.8	Elect Director Masahisa Naitoh	For	For	Management
1.9	Elect Director William K. Reilly	For	For	Management
1.10	Elect Director H. Rodney Sharp, III	For	For	Management
1.11	Elect Director Charles M. Vest	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Government Service of Employees	Against	Against	Shareholder
4	Implement ILO Code of Conduct	Against	Against	Shareholder
5	Executive Compensation	Against	Against	Shareholder
6	Eliminate Animal Testing	Against	Against	Shareholder
7	Report on Genetically Modified Organisms	Against	Against	Shareholder
8	Performance- Based/Indexed Options	Against	Against	Shareholder
9	Report on PFOA Chemical Remediation	Against	Against	Shareholder

EATON CORP.

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

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

10

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 Stock Plan	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

EMC CORP.

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

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

EMERSON ELECTRIC CO.

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

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

11

EXXON MOBIL CORP.

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

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

GAP, INC., THE

Ticker:	GPS	Security ID:	364760108
Meeting Date:	MAY 10, 2005	Meeting Type:	Annual
Record Date:	MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard P. Behar	For	For	Management
1.2	Elect Director Adrian D. P. Bellamy	For	For	Management
1.3	Elect Director Domenico De Sole	For	For	Management
1.4	Elect Director Donald G. Fisher	For	For	Management
1.5	Elect Director Doris F. Fisher	For	For	Management
1.6	Elect Director Robert J. Fisher	For	For	Management
1.7	Elect Director Penelope L. Hughes	For	For	Management
1.8	Elect Director Bob L. Martin	For	For	Management
1.9	Elect Director Jorge P. Montoya	For	For	Management
1.10	Elect Director Paul S. Pressler	For	For	Management
1.11	Elect Director James M. Schneider	For	For	Management
1.12	Elect Director Mayo A. Shattuck III	For	For	Management
1.13	Elect Director Margaret C. Whitman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Executive Incentive Bonus Plan	For	For	Management

12

GENERAL ELECTRIC CO.

Ticker:	GE	Security ID:	369604103
Meeting Date:	APR 27, 2005	Meeting Type:	Annual
Record Date:	FEB 28, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.	For	For	Management
1.2	Elect Director William M. Castell	For	For	Management
1.3	Elect Director Dennis D. Dammerman	For	For	Management
1.4	Elect Director Ann M. Fudge	For	For	Management
1.5	Elect Director Claudio X. Gonzalez	For	For	Management
1.6	Elect Director Jeffrey R. Immelt	For	For	Management
1.7	Elect Director Andrea Jung	For	For	Management
1.8	Elect Director Alan G. Lafley	For	For	Management
1.9	Elect Director Ralph S. Larsen	For	For	Management
1.10	Elect Director Rochelle B. Lazarus	For	For	Management
1.11	Elect Director Sam Nunn	For	For	Management
1.12	Elect Director Roger S. Penske	For	For	Management
1.13	Elect Director Robert J. Swieringa	For	For	Management
1.14	Elect Director Douglas A. Warner III	For	For	Management
1.15	Elect Director Robert C. Wright	For	For	Management
2	Ratify Auditors	For	For	Management
3	Provide for Cumulative Voting	Against	Against	Shareholder
4	Report on Nuclear Fuel Storage Risks	Against	Against	Shareholder
5	Report on PCB Clean-up Costs	Against	Against	Shareholder
6	Adopt Policy on Overboarded Directors	Against	Against	Shareholder
7	Prepare a Sustainability Report	Against	Against	Shareholder
8	Political Contributions/Activities	Against	Against	Shareholder
9	Eliminate Animal Testing	Against	Against	Shareholder

GILLETTE CO., THE

Ticker:	G	Security ID:	375766102
Meeting Date:	MAY 12, 2005	Meeting Type:	Annual
Record Date:	MAR 14, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael B. Gifford	For	For	Management
1.2	Elect Director Ray J. Groves	For	For	Management
1.3	Elect Director Fred H. Langhammer	For	For	Management
1.4	Elect Director Marjorie M. Yang	For	For	Management
2	Ratify Auditors	For	For	Management

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC)

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	DIRECTORS REPORT AND FINANCIAL STATEMENTS	For	For	Management
2	REMUNERATION REPORT	For	For	Management
3	TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR	For	For	Management
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 DIRECTOR	For	For	Management
7	TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR	For	For	Management
8	TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR	For	For	Management
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 DONATIONS TO EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL EXPENDITURE	For	For	Management
13	DISAPPLICATION OF PRE-EMPTION RIGHTS	For	For	Management
14	AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES	For	For	Management
15	INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF ASSOCIATION	For	For	Management
16	DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION	For	For	Management
17	AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION	For	For	Management

13

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 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.	For	For	Management
3	Ratify Auditors	For	For	Management

GOLDMAN SACHS GROUP, INC., THE

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

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

GUIDANT CORP.

Ticker:	GDT	Security ID:	401698105
Meeting Date:	APR 27, 2005	Meeting Type:	Special
Record Date:	MAR 21, 2005

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

14

H. J. HEINZ CO.

Ticker:	HNZ	Security ID:	423074103
Meeting Date:	SEP 8, 2004	Meeting Type:	Annual
Record Date:	JUN 3, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William R. Johnson	For	For	Management
1.2	Elect Director Charles E. Bunch	For	For	Management
1.3	Elect Director Mary C. Choksi	For	For	Management
1.4	Elect Director Leonard S. Coleman, Jr.	For	For	Management
1.5	Elect Director Peter H. Coors	For	For	Management
1.6	Elect Director Edith E. Holiday	For	For	Management
1.7	Elect Director Candace Kendle	For	For	Management
1.8	Elect Director Dean R. O’Hare	For	For	Management
1.9	Elect Director Lynn C. Swann	For	For	Management
1.10	Elect Director Thomas J. Usher	For	For	Management
1.11	Elect Director James M. Zimmerman	For	For	Management
2	Ratify Auditors	For	For	Management

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

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

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

15

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 and By-laws	For	For	Management
5	Establish Other Board Committee	Against	For	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 Compensation Framework	Against	Against	Shareholder

ILLINOIS TOOL WORKS INC.

Ticker:	ITW	Security ID:	452308109
Meeting Date:	MAY 6, 2005	Meeting Type:	Annual
Record Date:	MAR 8, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William F. Aldinger	For	For	Management
1.2	Elect Director Michael J. Birck	For	For	Management
1.3	Elect Director Marvin D. Brailsford	For	For	Management
1.4	Elect Director Susan Crown	For	For	Management
1.5	Elect Director Don H. Davis, Jr.	For	For	Management
1.6	Elect Director W. James Farrell	For	For	Management
1.7	Elect Director Robert C. McCormack	For	For	Management
1.8	Elect Director Robert S. Morrison	For	For	Management
1.9	Elect Director Harold B. Smith	For	For	Management
2	Ratify Auditors	For	For	Management
3	Implement China Principles	Against	Against	Shareholder
4	Require a Majority Vote for the Election of Directors	Against	Against	Shareholder

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 Retirement Benefits	Against	Against	Shareholder
5	Calculate Executive Salary Without Regard to Pension Income	Against	For	Shareholder
6	Expense Stock Options	Against	Against	Shareholder
7	Report on Executive Compensation	Against	Against	Shareholder
8	Report on Outsourcing	Against	Against	Shareholder

16

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

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. Bossidy	For	For	Management
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, III	For	For	Management
1.9	Elect Director Director William B. Harrison, Jr	For	For	Management
1.10	Elect Director Director Laban P. Jackson, Jr.	For	For	Management
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. Manoogian	For	For	Management
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. Weldon	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Establish Term Limits for Directors	Against	Against	Shareholder
5	Separate Chairman and CEO Positions	Against	Against	Shareholder
6	Limit Executive Compensation	Against	Against	Shareholder
7	Adopt Executive Benefit Policy	Against	For	Shareholder

17

KELLOGG CO.

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

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

KRAFT FOODS INC

Ticker:	KFT	Security ID:	50075N104
Meeting Date:	APR 26, 2005	Meeting Type:	Annual
Record Date:	MAR 2, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jan Bennink	For	For	Management
1.2	Elect Director Louis C. Camilleri	For	For	Management
1.3	Elect Director Roger K. Deromedi	For	For	Management
1.4	Elect Director Dinyar S. Devitre	For	For	Management
1.5	Elect Director W. James Farrell	For	For	Management
1.6	Elect Director Betsy D. Holden	For	For	Management
1.7	Elect Director Richard A. Lerner, M.D.	For	For	Management
1.8	Elect Director John C. Pope	For	For	Management
1.9	Elect Director Mary L. Schapiro	For	For	Management
1.10	Elect Director Charles R. Wall	For	For	Management
1.11	Elect Director Deborah C. Wright	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Report on Genetically Modified Organisms (GMO)	Against	Against	Shareholder

18

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 Welfare Standards	Against	Against	Shareholder
6	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	Against	Shareholder

MARSHALL & ILSLEY CORP.

Ticker:	MI	Security ID:	571834100
Meeting Date:	APR 26, 2005	Meeting Type:	Annual
Record Date:	MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Andrew N. Baur	For	For	Management
1.2	Elect Director John W. Daniels,Jr.	For	For	Management
1.3	Elect Director John A. Mellowes	For	For	Management
1.4	Elect Director Robert J. O’Toole	For	For	Management
1.5	Elect Director John S. Shiely	For	For	Management
2	Ratify Auditors	For	For	Management

MBNA CORP.

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

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

19

MEDIMMUNE, INC.

Ticker:	MEDI	Security ID:	584699102
Meeting Date:	MAY 19, 2005	Meeting Type:	Annual
Record Date:	MAR 31, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Wayne T. Hockmeyer, Ph.D.	For	For	Management
1.2	Elect Director David M. Mott	For	For	Management
1.3	Elect Director David Baltimore, Ph.D.	For	For	Management
1.4	Elect Director M. James Barrett, Ph.D.	For	For	Management
1.5	Elect Director James H. Cavanaugh, Ph.D.	For	For	Management
1.6	Elect Director Barbara Hackman Franklin	For	For	Management
1.7	Elect Director Gordon S. Macklin	For	For	Management
1.8	Elect Director George M. Miline, Jr., Ph.D.	For	For	Management
1.9	Elect Director Elizabeth H.S. Wyatt	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

MELLON FINANCIAL CORP.

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

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

MERCK & CO., INC.

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

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

20

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 Stock Plan	For	For	Management
4	Provide for Cumulative Voting	Against	Against	Shareholder
5	Limit Executive Compensation	Against	Against	Shareholder

MICROSOFT CORP.

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

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

21

MITSUBISHI TOKYO FINANCIAL GROUP INC

Ticker:		Security ID:	606816106
Meeting Date:	JUN 29, 2005	Meeting Type:	Annual
Record Date:	MAR 30, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE PROPOSED APPROPRIATIONS OF RETAINED EARNINGS AND OTHER CAPITAL SURPLUS FOR THE 4TH BUSINESS TERM	For	For	Management
2	PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION	For	For	Management
3	APPROVAL OF THE PROPOSED MERGER AGREEMENT BETWEEN THE COMPANY AND UFJ HOLDINGS, INC.	For	For	Management
4	ELECTION OF FOUR (4) DIRECTORS	For	For	Management
5	ELECTION OF TWO (2) CORPORATE AUDITORS	For	Against	Management
6	GRANTING OF RETIREMENT GRATUITIES TO RETIRING DIRECTORS AND CORPORATE AUDITORS	For	For	Management

MONSANTO CO.

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

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

MOTOROLA, INC.

Ticker:	MOT	Security ID:	620076109
Meeting Date:	MAY 2, 2005	Meeting Type:	Annual
Record Date:	MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E. Zander	For	For	Management
1.2	Elect Director H. L. Fuller	For	For	Management
1.3	Elect Director J. Lewant	For	For	Management
1.4	Elect Director W. Massey	For	For	Management
1.5	Elect Director T. Meredith	For	For	Management
1.6	Elect Director N. Negroponte	For	For	Management
1.7	Elect Director I. Nooyi	For	For	Management
1.8	Elect Director S. Scott III	For	For	Management
1.9	Elect Director R. Sommer	For	For	Management
1.10	Elect Director J. Stengel	For	For	Management
1.11	Elect Director D. Warner III	For	For	Management
1.12	Elect Director J. White	For	For	Management
2	Limit Executive Compensation	Against	Against	Shareholder
3	Require a Majority Vote for the Election of Directors	Against	For	Shareholder

22

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

NEWMONT MINING CORP. (HOLDING COMPANY)

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

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

NIKE, INC.

Ticker:	NKE	Security ID:	654106103
Meeting Date:	SEP 20, 2004	Meeting Type:	Annual
Record Date:	JUL 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jill K. Conway	For	For	Management
1.2	Elect Director Alan B. Graf, Jr.	For	For	Management
1.3	Elect Director Jeanne P. Jackson	For	For	Management
2	Ratify Auditors	For	For	Management

23

NOVARTIS AG

Ticker:	NVS	Security ID:	66987V109
Meeting Date:	MAR 1, 2005	Meeting Type:	Annual
Record Date:	JAN 27, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2004.	For	For	Management
2	APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS.	For	For	Management
3	APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.	For	For	Management
4	REDUCTION OF SHARE CAPITAL.	For	For	Management
5	FURTHER SHARE REPURCHASE PROGRAM.	For	For	Management
6	RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR TERM.	For	For	Management
7	RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR A THREE-YEAR TERM.	For	For	Management
8	RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR TERM.	For	For	Management
9	RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR TERM.	For	For	Management
10	RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A THREE YEAR TERM.	For	For	Management
11	Ratify Auditors	For	For	Management

PARKER-HANNIFIN CORP.

Ticker:	PH	Security ID:	701094104
Meeting Date:	OCT 27, 2004	Meeting Type:	Annual
Record Date:	AUG 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Candy M. Obourn	For	For	Management
1.2	Elect Director Hector R. Ortino	For	For	Management
1.3	Elect Director Nickolas W. Vande Steeg	For	For	Management
1.4	Elect Director Donald E. Washkewicz	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan	For	For	Management

PEPSICO, INC.

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

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

24

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

25

POTASH CORP. SASKATCHEWAN INC.

Ticker:	POT.	Security ID:	73755L107
Meeting Date:	MAY 5, 2005	Meeting Type:	Annual/Special
Record Date:	MAR 17, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director F.J. Blesi	For	For	Management
1.2	Elect Director W.J. Doyle	For	For	Management
1.3	Elect Director J.W. Estey	For	For	Management
1.4	Elect Director W. Fetzer III	For	For	Management
1.5	Elect Director D.J. Howe	For	For	Management
1.6	Elect Director A.D. Laberge	For	For	Management
1.7	Elect Director J.J. McCaig	For	For	Management
1.8	Elect Director M. Mogford	For	For	Management
1.9	Elect Director P.J. Schoenhals	For	For	Management
1.10	Elect Director E.R. Stromberg	For	For	Management
1.11	Elect Director J.G. Vicq	For	For	Management
1.12	Elect Director E. Viyella De Paliza	For	For	Management
2	Ratify Deloitte & Touche LLP as Auditors	For	For	Management
3	Approve New Stock Option Plan	For	For	Management

PRAXAIR, INC.

Ticker:	PX	Security ID:	74005P104
Meeting Date:	APR 26, 2005	Meeting Type:	Annual
Record Date:	MAR 1, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jose Alves	For	For	Management
1.2	Elect Director Ira D. Hall	For	For	Management
1.3	Elect Director Raymond W. Leboeuf	For	For	Management
1.4	Elect Director Wayne T. Smith	For	For	Management
1.5	Elect Director Robert L. Wood	For	For	Management
2	Amend Non-Employee Director Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

PROGRESS ENERGY, INC.

Ticker:	PGN	Security ID:	743263105
Meeting Date:	MAY 11, 2005	Meeting Type:	Annual
Record Date:	MAR 4, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. McCoy	For	For	Management
1.2	Elect Director J. Mullin, III	For	For	Management
1.3	Elect Director C. Saladrigas	For	For	Management
2	Ratify Auditors	For	For	Management

26

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 Purchase Plan	For	For	Management
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	Against	Shareholder
4	Eliminate Animal Testing	Against	Against	Shareholder

SCHLUMBERGER LTD.

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

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

27

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

28

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

TEXAS INSTRUMENTS INC.

Ticker:	TXN	Security ID:	882508104
Meeting Date:	APR 21, 2005	Meeting Type:	Annual
Record Date:	FEB 22, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Adams	For	For	Management
1.2	Elect Director David L. Boren	For	For	Management
1.3	Elect Director Daniel A. Carp	For	For	Management
1.4	Elect Director Carrie S. Cox	For	For	Management
1.5	Elect Director Thomas J. Engibous	For	For	Management
1.6	Elect Director Gerald W. Fronterhouse	For	For	Management
1.7	Elect Director David R. Goode	For	For	Management
1.8	Elect Director Pamela H. Patsley	For	For	Management
1.9	Elect Director Wayne R. Sanders	For	For	Management
1.10	Elect Director Ruth J. Simmons	For	For	Management
1.11	Elect Director Richard K. Templeton	For	For	Management
1.12	Elect Director Christine T. Whitman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Qualified Employee Stock Purchase Plan	For	For	Management
4	Amend Stock Option Plan	For	For	Management

TRIBUNE CO.

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

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

29

TYCO INTERNATIONAL LTD.

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

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

U.S. BANCORP

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

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

UNION PACIFIC CORP.

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

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

30

UNITED PARCEL SERVICE, INC.

Ticker:	UPS	Security ID:	911312106
Meeting Date:	MAY 5, 2005	Meeting Type:	Annual
Record Date:	MAR 7, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John J. Beystehner	For	For	Management
1.2	Elect Director Michael L. Eskew	For	For	Management
1.3	Elect Director James P. Kelly	For	For	Management
1.4	Elect Director Ann M. Livermore	For	For	Management
1.5	Elect Director Gary E. Macdougal	For	For	Management
1.6	Elect Director Victor A. Pelson	For	For	Management
1.7	Elect Director Lea N. Soupata	For	For	Management
1.8	Elect Director John W. Thompson	For	For	Management
1.9	Elect Director Carol B. Tome	For	For	Management
1.10	Elect Director Ben Verwaayen	For	For	Management
2	Ratify Auditors	For	For	Management

VERIZON COMMUNICATIONS

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

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

31

WACHOVIA CORP.

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

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

WACHOVIA CORP.

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

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

WAL-MART STORES, INC.

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

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

32

WALT DISNEY COMPANY, THE

Ticker:	DIS	Security ID:	254687106
Meeting Date:	FEB 11, 2005	Meeting Type:	Annual
Record Date:	DEC 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John E. Bryson	For	For	Management
1.2	Elect Director John S. Chen	For	For	Management
1.3	Elect Director Michael D. Eisner	For	For	Management
1.4	Elect Director Judith L. Estrin	For	For	Management
1.5	Elect Director Robert A. Iger	For	For	Management
1.6	Elect Director Fred H. Langhammer	For	For	Management
1.7	Elect Director Aylwin B. Lewis	For	For	Management
1.8	Elect Director Monica C. Lozano	For	For	Management
1.9	Elect Director Robert W. Matschullat	For	For	Management
1.10	Elect Director George J. Mitchell	For	For	Management
1.11	Elect Director Leo J. O’Donovan, S.J.	For	For	Management
1.12	Elect Director Gary L. Wilson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Prohibit Greenmail Payments	Against	Against	Shareholder
5	Report on Vendor Standards in China	Against	Against	Shareholder

WASTE MANAGEMENT, INC.

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

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

33

WELLS FARGO & COMPANY

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

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

WYETH

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

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

34

XEROX CORP.

Ticker:	XRX	Security ID:	984121103
Meeting Date:	MAY 19, 2005	Meeting Type:	Annual
Record Date:	MAR 24, 2005

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Glenn A. Britt	For	For	Management
1.2	Elect Director Richard J. Harrington	For	For	Management
1.3	Elect Director William Curt Hunter	For	For	Management
1.4	Elect Director Vernon E. Jordan, Jr.	For	For	Management
1.5	Elect Director Hilmar Kopper	For	For	Management
1.6	Elect Director Ralph S. Larsen	For	For	Management
1.7	Elect Director Robert A. McDonald	For	For	Management
1.8	Elect Director Anne M. Mulcahy	For	For	Management
1.9	Elect Director N.J. Nicholas, Jr.	For	For	Management
1.10	Elect Director Ann N. Reese	For	For	Management
1.11	Elect Director Stephen Robert	For	For	Management
2	Ratify Auditors	For	For	Management

END NPX REPORT

35

SIGNATURES

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

	LORD ABBETT AFFILIATED FUND, INC.
	By:	/s/ Christina T. Simmons
		Christina T. Simmons
		Vice President & Assistant Secretary
Date: August 29, 2005