Edgar Filing: ZWEIG TOTAL RETURN FUND INC

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

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY

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

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

Marc Baltuch, c/o Phoenix Zweig Advisers, 900 3rd Ave., New York, NY 10022
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(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 451-1100
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Date of fiscal year end: 12/31/2004
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Date of reporting period: 06/30/2004
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Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

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

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

ICA File Number: 811-05620
Reporting Period: 07/01/2003 - 06/30/2004
Zweig Total Return Fund Inc

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

ALCOA INC.

Ticker: AA Security ID: 013817101
Meeting Date: APR 30, 2004 Meeting Type: Annual
Record Date: FEB 2, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alain J.P. Belda For For Management
1.2 Elect Director Carlos Ghosn For For Management
1.3 Elect Director Henry B. Schacht For For Management
1.4 Elect Director Franklin A. Thomas For For Management
2 Approve Omnibus Stock Plan For For Management
3 Report on Pay Disparity Against Against Shareholder
4 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote

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ALLSTATE CORP., THE

Ticker: ALL Security ID: 020002101
Meeting Date: MAY 18, 2004 Meeting Type: Annual
Record Date: MAR 19, 2004

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

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AMDOCS LIMITED

Ticker: DOX Security ID: G02602103
Meeting Date: JAN 22, 2004 Meeting Type: Annual
Record Date: NOV 28, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Bruce Anderson as Director For Withhold Management
1.2 Elect Avinoam Naor as Director For Withhold Management
1.3 Elect Adrian Gardner as Director For For Management
1.4 Elect Dov Baharav as Director For Withhold Management
1.5 Elect Julian Brodsky as Director For For Management
1.6 Elect Eli Gelman as Director For For Management
1.7 Elect Charles Foster as Director For For Management
1.8 Elect James Kahan as Director For For Management
1.9 Elect Nehemia Lemelbaum as Director For For Management
1.10 Elect John McLennan as Director For For Management
1.11 Elect Robert Minicucci as Director For Withhold Management
1.12 Elect Mario Segal as Director For For Management
2 Accept Financial Statements For Fiscal For For Management
Year 2003
3 Amend 1998 Stock Option and Incentive For For Management
Plan
4 Approve Ernst & Young Auditors and For For Management
Authorize Audit Committee of Board to Fix
Their Remuneration

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AMGEN, INC.

Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 19, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank J. Biondi, Jr. For For Management
1.2 Elect Director Jerry D. Choate For Withhold Management
1.3 Elect Director Frank C. Herringer For For Management
1.4 Elect Director Gilbert S. Omenn For For Management
2 Ratify Auditors For For Management
3 Prepare Glass Ceiling Report Against Against Shareholder
4 Expense Stock Options Against For Shareholder

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ANGIOTECH PHARMACEUTICALS INC.

Ticker: ANP. Security ID: 034918102
Meeting Date: JAN 20, 2004 Meeting Type: Special
Record Date: DEC 17, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve 2:1 Stock Split For For Management
2 Approve 2004 Stock Option Plan For For Management
3 Other Business (Voting) For Against Management

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ANGIOTECH PHARMACEUTICALS INC.

Ticker: ANP. Security ID: 034918102
Meeting Date: JUN 10, 2004 Meeting Type: Annual/Special
Record Date: MAY 5, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 Fix Number of Directors For For Management
2.1 Elect Director William L. Hunter For For Management
2.2 Elect Director David T. Howard For For Management
2.3 Elect Director Hartley T. Richardson For For Management
2.4 Elect Director Edward M. Brown For For Management
2.5 Elect Director Arthur H. Willms For For Management
2.6 Elect Director Glen D. Nelson For For Management
3 Ratify Auditors For For Management
4 Authorize Board to Fix Remuneration of For For Management
the Auditors
5 Amend Articles Re: Remove Pre-Existing For For Management
Company Provisions
6 Approve Unlimited Capital Authorization For Against Management
7 Adopt New Articles For For Management
8 Other Business For Against Management

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ANNTAYLOR STORES CORP.

Ticker: ANN Security ID: 036115103
Meeting Date: APR 29, 2004 Meeting Type: Annual
Record Date: MAR 8, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert C. Grayson For For Management
1.2 Elect Director Rochelle B. Lazarus For For Management
1.3 Elect Director J. Patrick Spainhour For For Management
1.4 Elect Director Michael W. Trapp For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management

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AT&T CORP.

Ticker: T Security ID: 001957505
Meeting Date: MAY 19, 2004 Meeting Type: Annual
Record Date: MAR 25, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Directors William F. Aldinger For For Management
1.2 Elect Directors Kenneth T. Derr For For Management
1.3 Elect Directors David W. Dorman For For Management
1.4 Elect Directors M. Kathryn Eickhoff For For Management
1.5 Elect Directors Herbet L. Henkel For For Management
1.6 Elect Directors Frank C. Herringer For For Management
1.7 Elect Directors Shirley Ann Jackson For For Management
1.8 Elect Directors Jon C. Madonna For For Management
1.9 Elect Directors Donald F. McHenry For For Management
1.10 Elect Directors Tony L. White 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 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
6 Separate Chairman and CEO Positions Against For Shareholder
7 Report on Executive Compensation Against Against Shareholder

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AUTOZONE, INC.

Ticker: AZO Security ID: 053332102
Meeting Date: DEC 11, 2003 Meeting Type: Annual
Record Date: OCT 14, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles M. Elson For For Management
1.2 Elect Director Marsha J. Evans For For Management
1.3 Elect Director Earl G. Graves, Jr. For For Management
1.4 Elect Director N. Gerry House For For Management
1.5 Elect Director J.R. Hyde, III For For Management
1.6 Elect Director Edward S. Lampert For For Management
1.7 Elect Director W. Andrew McKenna For For Management
1.8 Elect Director Steve Odland For For Management
1.9 Elect Director James J. Postl For For Management
2 Ratify Auditors For For Management

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BANK OF AMERICA CORP.

Ticker: BAC Security ID: 060505104
Meeting Date: MAR 17, 2004 Meeting Type: Special
Record Date: JAN 26, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Amend Omnibus Stock Plan For For Management
3 Increase Authorized Common Stock For For Management
4 Adjourn Meeting For Against Management

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BANK OF AMERICA CORP.

Ticker: BAC Security ID: 060505104
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: APR 7, 2004

# 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 Donald E. Guinn For For Management
1.8 Elect Director James H. Hance, Jr. For For Management
1.9 Elect Director Kenneth D. Lewis For For Management
1.10 Elect Director Walter E. Massey For For Management
1.11 Elect Director Thomas J. May For For Management
1.12 Elect Director C. Steven McMillan For For Management
1.13 Elect Director Eugene M. McQuade For For Management
1.14 Elect Director Patricia E. Mitchell For For Management
1.15 Elect Director Edward L. Romero For For Management
1.16 Elect Director Thomas M. Ryan For For Management
1.17 Elect Director O. Temple Sloan, Jr. For For Management
1.18 Elect Director Meredith R. Spangler For For Management
1.19 Elect Director Jackie M. Ward For For Management
2 Ratify Auditors For For Management
3 Change Date of Annual Meeting Against Against Shareholder
4 Adopt Nomination Procedures for the Board Against Against Shareholder
5 Charitable Contributions Against Against Shareholder
6 Establish Independent Committee to Review Against Against Shareholder
Mutual Fund Policy
7 Adopt Standards Regarding Privacy and Against Against Shareholder
Information Security

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BOEING CO., THE

Ticker: BA Security ID: 097023105
Meeting Date: MAY 3, 2004 Meeting Type: Annual
Record Date: MAR 5, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Biggs For Withhold Management
1.2 Elect Director John E. Bryson For Withhold Management
1.3 Elect Director Linda Z. Cook For For Management
1.4 Elect Director Rozanne L. Ridgway For Withhold Management
2 Reduce Supermajority Vote Requirement For For Management
3 Ratify Auditors For For Management
4 Develop Ethical Criteria for Military Against Against Shareholder
Contracts
5 Adopt Amended Workplace Code of Conduct Against For Shareholder
6 Declassify the Board of Directors Against For Shareholder
7 Amend Vote Requirements to Amend Against For Shareholder
Articles/Bylaws/Charter
8 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
9 Adopt a Policy that will Commit Executive Against For Shareholder
& Directors to Hold at least 75% of their
Shares
10 Provide Employees Choice of Pension Plans Against Against Shareholder
at Retirement or Termination

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BRISTOL-MYERS SQUIBB CO.

Ticker: BMY Security ID: 110122108
Meeting Date: MAY 4, 2004 Meeting Type: Annual
Record Date: MAR 8, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter R. Dolan For For Management
1.2 Elect Director Louis V. Gerstner, Jr. For For Management
1.3 Elect Director Leif Johansson For For Management
2 Ratify Auditors For For Management
3 Report on Political Against Against Shareholder
Contributions/Activities
4 Cease Political Contributions/Activities Against Against Shareholder
5 Separate Chairman and CEO Positions Against For Shareholder
6 Report on Operational Impact of HIV/AIDS, Against Against Shareholder
TB, and Malaria Pandemic
7 Require Affirmative Vote of a Majority of Against Against Shareholder
the Shares to Elect Directors

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C. R. BARD, INC.

Ticker: BCR Security ID: 067383109
Meeting Date: APR 21, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anthony Welters For For Management
1.2 Elect Director Tony L. White For For Management
1.3 Elect Director Theodore E. Martin For For Management
1.4 Elect Director Timothy M. Ring For For Management
2 Approve Omnibus Stock Plan For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management

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CAREMARK RX, INC.

Ticker: CMX Security ID: 141705103
Meeting Date: MAR 22, 2004 Meeting Type: Special
Record Date: FEB 5, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
2 Approve Issuance of Stock in Connection For For Management
with Merger Agreement
3 Increase Authorized Preferred Stock For Against Management
4 Approve Omnibus Stock Plan For For Management
5 Allow Postponement or Adjournment of For Against Management
Special Meeting

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CAREMARK RX, INC.

Ticker: CMX Security ID: 141705103
Meeting Date: MAY 4, 2004 Meeting Type: Annual
Record Date: APR 1, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Edwin M. Banks For For Management
1.2 Elect Director Colleen C. Welch, Ph.D. For For Management
1.3 Elect Director Roger L. Headrick For For Management
1.4 Elect Director Jean-Pierre Millon For For Management

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CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 11, 2003 Meeting Type: Annual
Record Date: SEP 12, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carol A. Bartz For For Management
1.2 Elect Director Larry R. Carter For For Management
1.3 Elect Director John T. Chambers For For Management
1.4 Elect Director Dr. James F. Gibbons For For Management
1.5 Elect Director Dr. John L. Hennessy For For Management
1.6 Elect Director Roderick C. McGeary For For Management
1.7 Elect Director James C. Morgan For For Management
1.8 Elect Director John P. Morgridge For For Management
1.9 Elect Director Donald T. Valentine For For Management
1.10 Elect Director Steven M. West For For Management
1.11 Elect Director Jerry Yang For For Management
2 Amend Employee Stock Purchase Plan For For Management
3 Ratify Auditors For For Management
4 Report on Company Products Used by the Against Against Shareholder
Government to Monitor the Internet
5 Report on Pay Disparity Against Against Shareholder

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CITIGROUP INC.

Ticker: C Security ID: 172967101
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004

# 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 Dudley C. Mecum For For Management
1.9 Elect Director Richard D. Parsons For For Management
1.10 Elect Director Andrall E. Pearson For For Management
1.11 Elect Director Charles Prince For For Management
1.12 Elect Director Robert E. Rubin For For Management
1.13 Elect Director Franklin A. Thomas For For Management
1.14 Elect Director Sanford I. Weill For For Management
1.15 Elect Director Robert B. Willumstad For For Management
2 Ratify Auditors For For Management
3 Limit Executive Compensation Against Against Shareholder
4 Report on Political Against Against Shareholder
Contributions/Activities
5 Prohibit Awards to Executives Against Against Shareholder
6 Separate Chairman and CEO Positions Against Against Shareholder

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COCA-COLA ENTERPRISES INC.

Ticker: CCE Security ID: 191219104
Meeting Date: APR 30, 2004 Meeting Type: Annual
Record Date: MAR 4, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John R. Alm For For Management
1.2 Elect Director J. Trevor Eyton For For Management
1.3 Elect Director Gary P. Fayard For For Management
1.4 Elect Director L. Phillip Humann For For Management
1.5 Elect Director Paula G. Rosput For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Deferred Compensation Plan For For Management
5 Approve Employee Stock Purchase Plan For For Management
6 Approve Employee Stock Purchase Plan For For Management
7 Ratify Auditors For For Management
8 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
9 Report on Recycling Policy Against Against Shareholder

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CONOCOPHILLIPS

Ticker: COP Security ID: 20825C104
Meeting Date: MAY 5, 2004 Meeting Type: Annual
Record Date: MAR 10, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David L. Boren For For Management
1.2 Elect Director James E. Copeland, Jr. For For Management
1.3 Elect Director Kenneth M. Duberstein For For Management
1.4 Elect Director Ruth R. Harkin For For Management
1.5 Elect Director William R. Rhodes For For Management
1.6 Elect Director J. Stapleton Roy For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Limit Executive Compensation Against Against Shareholder
5 Limit Executive Compensation Against Against Shareholder
6 Report on Drilling in the Arctic National Against Against Shareholder
Wildlife Refuge

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CV THERAPEUTICS INC.

Ticker: CVTX Security ID: 126667104
Meeting Date: MAY 26, 2004 Meeting Type: Annual
Record Date: MAR 31, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas Gutshall For Withhold Management
1.2 Elect Director Kenneth Lee, Jr. For For Management
1.3 Elect Director Costa Sevastopoulos, For For Management
Ph.D.
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management

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DELL INC.

Ticker: DELL Security ID: 247025109
Meeting Date: JUL 18, 2003 Meeting Type: Annual
Record Date: MAY 23, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael A. Miles For For Management
1.2 Elect Director Alex J. Mandl For For Management
1.3 Elect Director Morton L. Topfer For For Management
2 Declassify the Board of Directors For For Management
3 Change Company Name For For Management
4 Approve Executive Incentive Bonus Plan For For Management

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ENTERGY CORP.

Ticker: ETR Security ID: 29364G103
Meeting Date: MAY 14, 2004 Meeting Type: Annual
Record Date: MAR 17, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maureen Scannell Bateman For For Management
1.2 Elect Director W. Frank Blount For For Management
1.3 Elect Director Simon D. deBree For For Management
1.4 Elect Director Claiborne P. Deming For For Management
1.5 Elect Director Alexis M. Herman For For Management
1.6 Elect Director Donald C. Hintz For For Management
1.7 Elect Director J. Wayne Leonard For For Management
1.8 Elect Director Robert v.d. Luft For For Management
1.9 Elect Director Kathleen A. Murphy For For Management
1.10 Elect Director Paul W. Murrill For For Management
1.11 Elect Director James R. Nichols For For Management
1.12 Elect Director William A. Percy, II For For Management
1.13 Elect Director Dennis H. Reilley For For Management
1.14 Elect Director Wm. Clifford Smith For For Management
1.15 Elect Director Bismark A. Steinhagen For For Management
1.16 Elect Director Steven V. Wilkinson For For Management
2 Ratify Auditors For For Management
3 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
4 Restore or Provide for Cumulative Voting Against Against Shareholder
5 Prohibit Awards to Executives Against Against Shareholder

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EXELON CORP.

Ticker: EXC Security ID: 30161N101
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas DeBenedictis For For Management
1.2 Elect Director G. Fred Dibona, Jr. For For Management
1.3 Elect Director Sue L. Gin For For Management
1.4 Elect Director Edgar D. Jannotta For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management

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FIRST DATA CORP.

Ticker: FDC Security ID: 319963104
Meeting Date: OCT 28, 2003 Meeting Type: Special
Record Date: SEP 8, 2003

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

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FIRST HORIZON NATIONAL CORP

Ticker: FHN Security ID: 337162101
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert C. Blattberg For For Management
1.2 Elect Director J. Kenneth Glass For For Management
1.3 Elect Director Michael D. Rose For For Management
1.4 Elect Director Luke Yancy III For Withhold Management
1.5 Elect Director Mary F. Sammons For For Management
2 Change Company Name For For Management
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management

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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker: FCX Security ID: 35671D857
Meeting Date: MAY 6, 2004 Meeting Type: Annual
Record Date: MAR 12, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Allison, Jr. For For Management
1.2 Elect Director R. Leigh Clifford For Withhold Management
1.3 Elect Director James R. Moffett For For Management
1.4 Elect Director B. M. Rankin, Jr. For For Management
1.5 Elect Director J. Taylor Wharton For For Management
2 Ratify Auditors For For Management
3 Approve Non-Employee Director Omnibus For For Management
Stock Plan
4 Halt Payments to Indonesian Military Against Against Shareholder

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GAP, INC., THE

Ticker: GPS Security ID: 364760108
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Howard Behar For For Management
1.2 Elect Director Adrian D.P. Bellamy For For Management
1.3 Elect Director Donald G. Fisher For For Management
1.4 Elect Director Doris F. Fisher For For Management
1.5 Elect Director Robert J. Fisher For For Management
1.6 Elect Director Glenda A. Hatchett 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 Approve Executive Incentive Bonus Plan For For Management
4 Limit Executive Compensation Against Against Shareholder

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GEORGIA-PACIFIC CORP.

Ticker: GP Security ID: 373298108
Meeting Date: MAY 4, 2004 Meeting Type: Annual
Record Date: MAR 10, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara L. Bowles For Withhold Management
1.2 Elect Director Donald V. Fites For Withhold Management
1.3 Elect Director David R. Goode For Withhold Management
1.4 Elect Director Karen N. Horn For For Management
1.5 Elect Director William R. Johnson For For Management
1.6 Elect Director James B. Williams For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management

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GUIDANT CORP.

Ticker: GDT Security ID: 401698105
Meeting Date: MAY 18, 2004 Meeting Type: Annual
Record Date: MAR 11, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maurice A. Cox, Jr. For For Management
1.2 Elect Director Nancy-Ann Min DeParle For For Management
1.3 Elect Director Ronald W. Dollens For For Management
1.4 Elect Director Enrique C. Falla For For Management
1.5 Elect Director Kristina M. Johnson, For For Management
Ph.D.
2 Ratify Auditors For For Management
3 Expense Stock Options Against For Shareholder

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HALLIBURTON CO.

Ticker: HAL Security ID: 406216101
Meeting Date: MAY 19, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert L. Crandall For For Management
1.2 Elect Director Kenneth T. Derr For For Management
1.3 Elect Director Charles J. DiBona For For Management
1.4 Elect Director W. R. Howell For For Management
1.5 Elect Director Ray L. Hunt For For Management
1.6 Elect Director David J. Lesar For For Management
1.7 Elect Director Aylwin B. Lewis For For Management
1.8 Elect Director J. Landis Martin For For Management
1.9 Elect Director Jay A. Precourt For For Management
1.10 Elect Director Debra L. Reed For For Management
1.11 Elect Director C. J. Silas For For Management
2 Increase Authorized Common Stock For For Management
3 Review/Report on Operations in Iran Against Against Shareholder
4 Require Affirmative Vote of a Majority of Against Against Shareholder
the Shares to Elect Directors
5 Separate Chairman and CEO Positions Against Against Shareholder

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HONDA MOTOR CO. LTD.

Ticker: HMC Security ID: 438128308
Meeting Date: JUN 23, 2004 Meeting Type: Annual
Record Date: MAY 28, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF PROPOSAL FOR APPROPRIATION OF For For Management
RETAINED EARNINGS FOR THE 80TH FISCAL
YEAR.
2 PARTIAL AMENDMENTS TO THE ARTICLES OF For For Management
INCORPORATION.
3.1 Elect Director T. Fukui For For Management
3.2 Elect Director K. Amemiya For For Management
3.3 Elect Director M. Hagino For For Management
3.4 Elect Director M. Harada For For Management
3.5 Elect Director M. Shiraishi For For Management
3.6 Elect Director S. Aoki For For Management
3.7 Elect Director A. Hyogo For For Management
3.8 Elect Director S. Dobashi For For Management
3.9 Elect Director S. Toshida For For Management
3.10 Elect Director K. Hirashima For For Management
3.11 Elect Director K. Kondo For For Management
3.12 Elect Director Y. Ikenoya For For Management
3.13 Elect Director T. Onda For For Management
3.14 Elect Director A. Takano For For Management
3.15 Elect Director T. Ito For For Management
3.16 Elect Director S. Kishi For For Management
3.17 Elect Director H. Yoshino For For Management
3.18 Elect Director M. Yoshimi For For Management
3.19 Elect Director M. Kato For For Management
3.20 Elect Director S. Takagi For For Management
3.21 Elect Director H. Kuroda For For Management
3.22 Elect Director A. Hamada For For Management
3.23 Elect Director T. Kowashi For For Management
3.24 Elect Director T. Iwamura For For Management
3.25 Elect Director T. Yamamoto For For Management
3.26 Elect Director M. Takabayashi For For Management
3.27 Elect Director T. Oyamo For For Management
3.28 Elect Director S. Kanazawa For For Management
3.29 Elect Director M. Nishimae For For Management
3.30 Elect Director F. Ike For For Management
3.31 Elect Director M. Yamashita For For Management
3.32 Elect Director H. Kobayashi For For Management
3.33 Elect Director K. Sagawa* For For Management
3.34 Elect Director K. Iiyama* For For Management
3.35 Elect Director H. Oshima* For For Management
3.36 Elect Director S. Minekawa* For For Management
4 ELECTION AS CORPORATE AUDITOR: KOJI For For Management
MIYAJIMA
5 ELECTION AS CORPORATE AUDITOR: HIROSHI For For Management
OKUBO
6 ELECTION AS CORPORATE AUDITOR: FUMIHIKO For For Management
SAITO
7 REVISION OF AMOUNT OF REMUNERATION For For Management
PAYABLE TO DIRECTORS.
8 PAYMENT OF BONUS TO DIRECTORS AND For For Management
CORPORATE AUDITORS FOR THE 80TH FISCAL
YEAR.
9 PRESENTATION OF RETIREMENT ALLOWANCE TO For For Management
RETIRING DIRECTORS AND CORPORATE AUDITORS
FOR THEIR RESPECTIVE SERVICES.

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

KERR-MCGEE CORP.

Ticker: KMG Security ID: 492386107
Meeting Date: MAY 11, 2004 Meeting Type: Annual
Record Date: MAR 12, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William E. Bradford For For Management
1.2 Elect Director Luke R. Corbett For For Management
1.3 Elect Director David C Genever-Watling For For Management
1.4 Elect Director Farah M. Walters For For Management
2 Ratify Auditors For For Management
3 Establishment of an Office of the Board Against For Shareholder
of Directors

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

KIMBERLY-CLARK CORP.

Ticker: KMB Security ID: 494368103
Meeting Date: APR 29, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pastora San Juan Cafferty For Withhold Management
1.2 Elect Director Claudio X. Gonzalez For Withhold Management
1.3 Elect Director Linda Johnson Rice For Withhold Management
1.4 Elect Director Marc J. Shapiro For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote

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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker: LLL Security ID: 502424104
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 19, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Claude R. Canizares For For Management
1.2 Elect Director Thomas A. Corcoran For For Management
1.3 Elect Director Alan H. Washkowitz For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Omnibus Stock Plan For For Management

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

LIZ CLAIBORNE, INC.

Ticker: LIZ Security ID: 539320101
Meeting Date: MAY 20, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Raul J. Fernandez For For Management
1.2 Elect Director Mary Kay Haben For For Management
1.3 Elect Director Kenneth P. Kopelman For For Management
1.4 Elect Director Arthur C. Martinez For For Management
2 Ratify Auditors For For Management

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

LOCKHEED MARTIN CORP.

Ticker: LMT Security ID: 539830109
Meeting Date: APR 22, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004

# 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 Norman R. Augustine For Withhold Management
1.4 Elect Director Marcus C. Bennett For For Management
1.5 Elect Director Vance D. Coffman For For Management
1.6 Elect Director Gwendolyn S. King For For Management
1.7 Elect Director Douglas H. McCorkindale For For Management
1.8 Elect Director Eugene F. Murphy For For Management
1.9 Elect Director Joseph W. Ralston For Withhold Management
1.10 Elect Director Frank Savage For For Management
1.11 Elect Director Anne Stevens For For Management
1.12 Elect Director Robert J. Stevens For For Management
1.13 Elect Director James R. Ukropina For For Management
1.14 Elect Director Douglas C. Yearley For For Management
2 Ratify Auditors For For Management
3 Report on Executive Ties to Government Against Against Shareholder
4 Submit Shareholder Rights Plan (Poison Against Against Shareholder
Pill) to Shareholder Vote
5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder
Services
6 Develop Ethical Criteria for Military Against Against Shareholder
Contracts

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

MCKESSON CORP.

Ticker: MCK Security ID: 58155Q103
Meeting Date: JUL 30, 2003 Meeting Type: Annual
Record Date: JUN 3, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alton F. Irby III For For Management
1.2 Elect Director James V. Napier For For Management
2 Ratify Auditors For For Management
3 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote

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

MEDTRONIC, INC.

Ticker: MDT Security ID: 585055106
Meeting Date: AUG 28, 2003 Meeting Type: Annual
Record Date: JUL 3, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard H. Anderson For For Management
1.2 Elect Director Michael R. Bonsignore For For Management
1.3 Elect Director Gordon M. Sprenger For Withhold Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management

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

MERCK & CO., INC.

Ticker: MRK Security ID: 589331107
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: FEB 24, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter C. Wendell For For Management
1.2 Elect Director William G. Bowen For For Management
1.3 Elect Director William M. Daley For For Management
1.4 Elect Director Thomas E. Shenk For For Management
1.5 Elect Director Wendell P. Weeks For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Prohibit Awards to Executives Against Against Shareholder
5 Develop Ethical Criteria for Patent Against Against Shareholder
Extension
6 Link Executive Compensation to Social Against Against Shareholder
Issues
7 Report on Political Contributions Against Against Shareholder
8 Report on Operational Impact of HIV/AIDS, Against Against Shareholder
TB, and Malaria Pandemic

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

MICROSOFT CORP.

Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 11, 2003 Meeting Type: Annual
Record Date: SEP 12, 2003

# 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 Wm. G. Reed, Jr. For For Management
1.10 Elect Director Jon A. Shirley For Withhold Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Non-Employee Director Stock Option For For Management
Plan
4 Refrain from Giving Charitable Against Against Shareholder
Contributions

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

MORGAN STANLEY

Ticker: MWD Security ID: 617446448
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 20, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John W. Madigan For Withhold Management
1.2 Elect Director Dr. Klaus Zumwinkel For For Management
1.3 Elect Director Sir Howard Davies For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
4 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
5 Report on Political Against Against Shareholder
Contributions/Activities

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

MYLAN LABORATORIES INC.

Ticker: MYL Security ID: 628530107
Meeting Date: JUL 25, 2003 Meeting Type: Annual
Record Date: MAY 23, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Milan Puskar For For Management
1.2 Elect Director Robert J. Coury For For Management
1.3 Elect Director Wendy Cameron For For Management
1.4 Elect Director Laurence S. DeLynn For For Management
1.5 Elect Director John C. Gaisford, M.D. For For Management
1.6 Elect Director Douglas J. Leech For Withhold Management
1.7 Elect Director Joseph C. Maroon, M.D. For For Management
1.8 Elect Director Patricia A. Sunseri For For Management
1.9 Elect Director C.B. Todd For For Management
1.10 Elect Director Randall L. Vanderveen, For For Management
Ph.D.
1.11 Elect Director Stuart A. Williams, Esq. For For Management
2 Increase Authorized Common Stock For For Management
3 Approve Omnibus Stock Plan For For Management

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

NATIONAL CITY CORP.

Ticker: NCC Security ID: 635405103
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 5, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John E. Barfield For For Management
1.2 Elect Director James S. Broadhurst For For Management
1.3 Elect Director John W. Brown For For Management
1.4 Elect Director Christopher M. Connor For For Management
1.5 Elect Director David A. Daberko For For Management
1.6 Elect Director Joseph T. Gorman For For Management
1.7 Elect Director Bernadine P. Healy For For Management
1.8 Elect Director Paul A. Ormond For For Management
1.9 Elect Director Robert A. Paul For For Management
1.10 Elect Director Gerald L. Shaheen For For Management
1.11 Elect Director Jerry Sue Thornton For For Management
1.12 Elect Director Morry Weiss For For Management
2 Approve Omnibus Stock Plan For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management

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

NOKIA CORP.

Ticker: NOK Security ID: 654902204
Meeting Date: MAR 25, 2004 Meeting Type: Annual
Record Date: JAN 30, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management
BALANCE SHEETS.
2 APPROVAL OF A DIVIDEND OF EUR 0.30 PER For For Management
SHARE.
3 APPROVAL OF THE DISCHARGE OF THE For For Management
CHAIRMAN, THE MEMBERS OF THE BOARD OF
DIRECTORS AND THE PRESIDENT FROM
LIABILITY.
4.1 Elect Director Paul J. Collins For For Management
4.2 Elect Director Georg Ehrnrooth For For Management
4.3 Elect Director Bengt Holmstrom For For Management
4.4 Elect Director Per Karlsson For For Management
4.5 Elect Director Jorma Ollila For For Management
4.6 Elect Director Marjorie Scardino For For Management
4.7 Elect Director Vesa Vainio For For Management
4.8 Elect Director Arne Wessberg For For Management
5 Ratify Auditors For For Management
6 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
REDUCE THE SHARE CAPITAL THROUGH
CANCELLATION OF NOKIA SHARES HELD BY THE
COMPANY
7 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO INCREASE THE SHARE CAPITAL OF
THE COMPANY.
8 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO REPURCHASE NOKIA SHARES.
9 APPROVAL OF THE AUTHORIZATION TO THE For For Management
BOARD TO DISPOSE NOKIA SHARES HELD BY THE
COMPANY.
10 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management
INCREASE THE CAPITAL OF THE FOUNDATION OF
NOKIA CORPORATION.
11 MARK THE FOR BOX IF YOU WISH TO None Against Management
INSTRUCT THE DEPOSITARY TO GIVE A PROXY
TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
NOKIA CORPORATION, TO AUTHORIZE ANY OF
THEM (WITH FULL POWER OF SUBSTITUTION) TO
VOTE, IN THEIR DISCR

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

NORFOLK SOUTHERN CORP.

Ticker: NSC Security ID: 655844108
Meeting Date: MAY 13, 2004 Meeting Type: Annual
Record Date: MAR 5, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alston D. Correll For For Management
1.2 Elect Director Landon Hilliard For For Management
1.3 Elect Director Burton M. Joyce For For Management
1.4 Elect Director Jane Margaret O'Brien For For Management
2 Ratify Auditors For For Management

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

NORTHROP GRUMMAN CORP.

Ticker: NOC Security ID: 666807102
Meeting Date: MAY 18, 2004 Meeting Type: Annual
Record Date: MAR 22, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lewis W. Coleman For For Management
1.2 Elect Director J. Michael Cook For For Management
1.3 Elect Director Philip A. Odeen For For Management
1.4 Elect Director Aulana L. Peters For For Management
1.5 Elect Director Kevin W. Sharer For For Management
2 Ratify Auditors For For Management
3 Develop Ethical Criteria for Military Against Against Shareholder
Contracts
4 Declassify the Board of Directors Against For Shareholder

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

OCCIDENTAL PETROLEUM CORP.

Ticker: OXY Security ID: 674599105
Meeting Date: APR 30, 2004 Meeting Type: Annual
Record Date: MAR 3, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald W. Burkle For For Management
1.2 Elect Director John S. Chalsty For For Management
1.3 Elect Director Edward P. Djerejian For For Management
1.4 Elect Director R. Chad Dreier For For Management
1.5 Elect Director John E. Feick For For Management
1.6 Elect Director Ray R. Irani For For Management
1.7 Elect Director Dale R. Laurance For For Management
1.8 Elect Director Irvin W. Maloney For For Management
1.9 Elect Director Rodolfo Segovia For For Management
1.10 Elect Director Aziz D. Syriani For For Management
1.11 Elect Director Rosemary Tomich For For Management
1.12 Elect Director Walter L. Weisman For For Management
2 Ratify Auditors For For Management
3 Amend Non-Employee Director Restricted For For Management
Stock Plan
4 Prohibit Awards to Executives Against Against Shareholder

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

PACCAR INC.

Ticker: PCAR Security ID: 693718108
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 1, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David K. Newbigging For For Management
1.2 Elect Director Harry C. Stonecipher For For Management
1.3 Elect Director Harold A. Wagner For For Management
2 Increase Authorized Common Stock For For Management
3 Amend Deferred Compensation Plan For For Management
4 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
5 Limit Awards to Executives Against Against Shareholder

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

PEPSICO, INC.

Ticker: PEP Security ID: 713448108
Meeting Date: MAY 5, 2004 Meeting Type: Annual
Record Date: MAR 12, 2004

# 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 Franklin D. Raines For For Management
1.7 Elect Director Steven S. Reinemund For For Management
1.8 Elect Director Sharon Percy Rockefeller For For Management
1.9 Elect Director James J. Schiro For For Management
1.10 Elect Director Franklin A. Thomas For For Management
1.11 Elect Director Cynthia M. Trudell For For Management
1.12 Elect Director Solomon D. Trujillo For For Management
1.13 Elect Director Daniel Vasella For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Report on Political Against Against Shareholder
Contributions/Activities
5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder
TB, and Malaria Pandemic

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

PFIZER INC.

Ticker: PFE Security ID: 717081103
Meeting Date: APR 22, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004

# 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 Franklin D. Raines For For Management
1.13 Elect Director Ruth J. Simmons For For Management
1.14 Elect Director William C. Steere, Jr. For For Management
1.15 Elect Director Jean-Paul Valles For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Report on Operational Impact of HIV/AIDS, Against Against Shareholder
TB, and Malaria Pandemic
5 Cease Political Contributions/Activities Against Against Shareholder
6 Report on Political Against Against Shareholder
Contributions/Activities
7 Establish Term Limits for Directors Against Against Shareholder
8 Report on Drug Pricing Against Against Shareholder
9 Limit Awards to Executives Against Against Shareholder
10 Amend Animal Testing Policy Against Against Shareholder

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

PPL CORP.

Ticker: PPL Security ID: 69351T106
Meeting Date: APR 23, 2004 Meeting Type: Annual
Record Date: FEB 27, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William F. Hecht For For Management
1.2 Elect Director Stuart Heydt For For Management
1.3 Elect Director W. Keith Smith For For Management
2 Ratify Auditors For For Management

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

PROCTER & GAMBLE COMPANY, THE

Ticker: PG Security ID: 742718109
Meeting Date: OCT 14, 2003 Meeting Type: Annual
Record Date: AUG 1, 2003

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Norman R. Augustine For For Management
1.2 Elect Director A.G. Lafley For For Management
1.3 Elect Director Johnathan A. Rodgers For For Management
1.4 Elect Director John F. Smith, Jr. For For Management
1.5 Elect Director Margaret C. Whitman For For Management
2 Ratify Auditors For For Management
3 Approve Non-Employee Director Omnibus For Against Management
Stock Plan
4 Declassify the Board of Directors Against For Shareholder
5 Label Genetically Engineered Foods Against Against Shareholder

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

TALISMAN ENERGY INC.

Ticker: TLM. Security ID: 87425E103
Meeting Date: MAY 4, 2004 Meeting Type: Annual/Special
Record Date: MAR 18, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Douglas D. Baldwin, James W. For For Management
Buckee, Kevin S. Dunne, Al L. Flood, Dale
G. Parker, Lawrence G. Tapp, Stella M.
Thompson, Robert G. Welty, Charles W.
Wilson as Directors
2 Ratify Auditors For For Management
3 Approve 3:1 Stock Split For For Management

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

TOTAL S.A. (FORMERLY TOTAL FINA ELF S.A )

Ticker: TOT Security ID: 89151E109
Meeting Date: MAY 14, 2004 Meeting Type: Annual
Record Date: MAR 24, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF CERTAIN REPORTS AND OF THE For For Management
PARENT COMPANY S FINANCIAL STATEMENTS
2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management
STATEMENTS
3 ALLOCATION OF INCOME, APPROVAL OF THE For For Management
DIVIDEND
4 AGREEMENTS MENTIONED IN ARTICLE L. 225-38 For For Management
OF THE FRENCH COMMERCIAL CODE
5 AUTHORIZATION TO TRADE THE COMPANY S OWN For For Management
SHARES
6 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO ISSUE DEBT SECURITIES AND/OR PERPETUAL
SUBORDINATED NOTES FOR A MAXIMUM NOMINAL
AMOUNT OF 10 BILLION EUROS
7.1 Elect Director Mr. Thierry Desmarest For For Management
7.2 Elect Director Mr. Thierry De Rudder For For Management
7.3 Elect Director Mr. Serge Tchuruk For For Management
8 APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR For For Management
REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES
OF INCORPORATION
9 APPOINTMENT OF PHILIPPE MARCHANDISE AS A Against Against Management
DIRECTOR REPRESENTING EMPLOYEE
SHAREHOLDERS IN APPLICATION OF ARTICLE 11
OF THE ARTICLES OF INCORPORATION
10 APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR Against Against Management
REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES
OF INCORPORATION
11 APPOINTMENT OF ALAN CRAMER AS A DIRECTOR Against Against Management
REPRESENTING EMPLOYEE SHAREHOLDERS IN
APPLICATION OF ARTICLE 11 OF THE ARTICLES
OF INCORPORATION
12 Ratify Auditors For For Management
13 RENEWAL OF STATUTORY AUDITORS For For Management
14 Ratify Auditors For For Management
15 Ratify Auditors For For Management
16 DETERMINATION OF THE TOTAL AMOUNT OF For For Management
DIRECTORS COMPENSATION
17 AUTHORIZATION TO AWARD OPTIONS TO For For Management
SUBSCRIBE FOR OR PURCHASE STOCK OF THE
COMPANY IN FAVOUR OF THE MANAGEMENT AND
KEY EMPLOYEES OF THE GROUP
18 AUTHORIZATION FOR ISSUING CONVERTIBLE OR For For Management
OTHER EQUITY SECURITIES
19 AUTHORIZATION TO USE THE ABOVE DELEGATION For For Management
WITHOUT MAINTENANCE OF PREFERENTIAL
SUBSCRIPTION RIGHTS, BUT WITH AN OPTION
TO GRANT A PRIORITY PERIOD
20 CAPITAL INCREASE RESERVED FOR EMPLOYEES For For Management

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

TRIBUNE CO.

Ticker: TRB Security ID: 896047107
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 17, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey Chandler For For Management
1.2 Elect Director William A. Osborn For For Management
1.3 Elect Director Kathryn C. Turner For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management

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

UNITEDHEALTH GROUP INCORPORATED

Ticker: UNH Security ID: 91324P102
Meeting Date: MAY 12, 2004 Meeting Type: Annual
Record Date: MAR 15, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William C. Ballard, Jr. For For Management
1.2 Elect Director Richard T. Burke For For Management
1.3 Elect Director Stephen J. Hemsley For For Management
1.4 Elect Director Donna E. Shalala For For Management
2 Ratify Auditors For For Management
3 Expense Stock Options Against For Shareholder
4 Limit Awards to Executives Against Against Shareholder

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

WACHOVIA CORP.

Ticker: WB Security ID: 929903102
Meeting Date: APR 20, 2004 Meeting Type: Annual
Record Date: FEB 18, 2004

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James S. Balloun For For Management
1.2 Elect Director John T. Casteen, III For For Management
1.3 Elect Director Joseph Neubauer For For Management
1.4 Elect Director Lanty L. Smith For For Management
1.5 Elect Director Dona Davis Young For For Management
2 Ratify Auditors For For Management
3 Require Two Candidates for Each Board Against Against Shareholder
Seat
4 Report on Political Against Against Shareholder
Contributions/Activities
5 Separate Chairman and CEO Positions Against Against Shareholder

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

WAL-MART STORES, INC.

Ticker: WMT Security ID: 931142103
Meeting Date: JUN 4, 2004 Meeting Type: Annual
Record Date: APR 5, 2004

# 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 Thomas M. Coughlin 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 Dawn G. Lepore For For Management
1.7 Elect Director John D. Opie For For Management
1.8 Elect Director J. Paul Reason For For Management
1.9 Elect Director H. Lee Scott, Jr. For For Management
1.10 Elect Director Jack C. Shewmaker For For Management
1.11 Elect Director Jose H. Villarreal For For Management
1.12 Elect Director John T. Walton For For Management
1.13 Elect Director S. Robson Walton For For Management
1.14 Elect Director Christopher J. Williams For For Management
2 Approve Stock Option Plan For For Management
3 Approve Stock Option Plan For For Management
4 Amend Employee Stock Purchase Plan For For Management
5 Ratify Auditors For For Management
6 Separate Chairman and CEO Positions Against For Shareholder
7 Prepare Sustainability Report Against For Shareholder
8 Report on Stock Option Distribution by Against For Shareholder
Race and Gender
9 Report on Genetically Modified Organisms Against Against Shareholder
(GMO)
10 Prepare Diversity Report Against For Shareholder
11 Submit Executive Compensation to Vote Against For Shareholder

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

WASTE MANAGEMENT, INC.

Ticker: WMI Security ID: 94106L109
Meeting Date: MAY 14, 2004 Meeting Type: Annual
Record Date: MAR 19, 2004

# 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 A. Maurice Myers For For Management
1.5 Elect Director John C. Pope For For Management
1.6 Elect Director W. Robert Reum For For Management
1.7 Elect Director Steven G. Rothmeier For For Management
1.8 Elect Director David P. Steiner For For Management
1.9 Elect Director Carl W. Vogt For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management

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

WELLS FARGO & COMPANY

Ticker: WFC Security ID: 949746101
Meeting Date: APR 27, 2004 Meeting Type: Annual
Record Date: MAR 9, 2004

# 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 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 Approve Retirement Plan For For Management
3 Ratify Auditors For For Management
4 Expense Stock Options Against For Shareholder
5 Limit Executive Compensation Against Against Shareholder
6 Link Executive Compensation to Social Against Against Shareholder
Issues
7 Report on Political Against Against Shareholder
Contributions/Activities

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

SIGNATURES

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

(Registrant) Zweig Total Return Fund, Inc.
-----------------------------

By (Signature and Title)* Marc Baltuch, Chief Compliance Officer
--------------------------------------

Date August 24, 2004
---------------