UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM N-PX
                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                                Brazil Fund, Inc.

Investment Company Act file number  811-5269

                                Brazil Fund, Inc.
               (Exact name of registrant as specified in charter)


                                 345 Park Avenue
                               New York, NY 10154
               (Address of principal executive offices) (Zip code)

                                 Carole Coleman
                                    Secretary
                                 345 Park Avenue
                               New York, NY 10154
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 212-454-6901

Date of fiscal year end:  06/30  
                          -------

Date of reporting period:  7/1/04-6/30/05
                          ----------------

Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 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. ss. 3507.



ProxyEdge -  Investment Company Report                   Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: The Brazil Fund



----------------------------------------------------------------------------------------------------------------
COMPANHIA PARANAENSE DE ENERGIA - COPEL
Issuer: P30557139                       ISIN: BRCPLEACNPB9
SEDOL:  2200154, 7389360, B06V965
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

                         
   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ON RESOLUTION 2 ONLY

   1.    APPROVE THE FEES AND AUTHORIZE THE DISCOUNT ON             Non-Voting         Non-Vote Proposal
         THE PERCENTAGE AUTHORIZED BY AN EEL

   2.    APPROVE TO FILL THE VACANCY  FOR THE FINANCE               Management         For
         COMMITTEE SUBSTITUTE MEMBER THROU GH ELECTION
         BY THE SHAREHOLDERS OF PREFERRED STOCK



----------------------------------------------------------------------------------------------------------------
CIA VALE DO RIO DOCE
Issuer: P2605D109                       ISIN: BRVALEACNPA3
SEDOL:  2256630, 2257127, 5896851
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         IN RESOLUTION B. THANK YOU.

   A.    APPROVE TO SPLIT THE STOCKS ISSUED BY THE COMPANY          Non-Voting         Non-Vote Proposal
         SUGGESTING THAT EACH COMMON STOCK AND PREFERRED
         STOCK ISSUED BY THE COMPANY WILL BE REPRESENTED
         BY THREE S TOCKS OF THE SAME TYPE AND CLASS,
         WITH THE AMENDMENT OF CLAUSES 5 AND 6 OF THE
         ARTICLES OF INCORPORATION

   B.    ELECT A SITTING MEMBER AND THE RESPECTIVE ALTERNATE        Management         For
         FOR THE COMPANY FINANCE CO MMITTEE BY THE HOLDERS
         OF CLASS  A  PREFERRED STOCKS, BECAUSE THE FINANCE
         COMM ITTEE MEMBERS ELECTED BY THIS CLASS OF STOCKS
         HAVE RESIGNED, AND TO ELECT ONE ALTERNATE MEMBER
         BECAUSE THE ALTERNATE DIRECTOR ELECTED BY HOLDER
         OF COMMON ST OCKS HAS RESIGNED

   C.    APPROVE TO RECTIFY THE TOTAL ANNUAL PAYMENT OF             Non-Voting         Non-Vote Proposal
         THE DIRECTORS DETERMINED BY THE COMPANY AGM OF
         28 APR 2004

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECT ED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESE NTATIVE AT ADP. THANK YOU.



----------------------------------------------------------------------------------------------------------------
CIA ENERGETICA DE MINAS GERAIS CEMIG CMIG
Issuer: P2577R110                       ISIN: BRCMIGACNPR3
SEDOL:  2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     THIS AGENDA IS FOR INFORMATION ONLY AS THESE               Non-Voting
         SHARES DO NOT HAVE VOTING RIGHTS. PLEASE DO NOT
         RETURN THIS PROXY FORM.  THANK YOU.

   1.    ELECT EFFECTIVE AND THE SUBSTITUTE MEMBERS OF              Non-Voting
         THE BOARD OF DIRECTORS USING MUL TIPLE VOTING
         SYSTEMS REQUESTED BY THE SHAREHOLDERS



----------------------------------------------------------------------------------------------------------------
GOL LINHAS AEREAS INTELIGENTES
Issuer: P491AF117                       ISIN: BRGOLLACNPR4
SEDOL:  B01NTS8
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT THIS SHARE HAVE NO VOTING RIGHTS.         Non-Voting
         THANK YOU

   1.    ELECT THE BOARD OF DIRECTORS                               Non-Voting

   2.    APPROVE TO DETERMINE THE COMPENSATION FOR THE              Non-Voting
         BOARD OF DIRECTORS



----------------------------------------------------------------------------------------------------------------
CIA DE CONCESSOES RODOVIARIAS
Issuer: P1413U105                       ISIN: BRCCROACNOR2
SEDOL:  2840970
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

               Proposal                                             Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   1.    APPROVE TO CHANGE THE COMPANY HEADQUARTERS AND             Management         For
         THE HEADING OF ARTICLE 2 OF THE COMPANY BY-LAWS



----------------------------------------------------------------------------------------------------------------
COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
Issuer: P8228H104                       ISIN: BRSBSPACNOR5
SEDOL:  2158543
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECT ED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESE NTATIVE AT ADP.  THANK YOU.

   1.    AMEND ARTICLES 6 AND 7 OF THE COMPANY BY-LAWS              Management         For
         INCLUDING IN ARTICLE 5 REFERENCE TO THE VALUE
         OF THE CAPITAL STOCK, EXPRESSED IN BRAZILIAN
         REALS AND THE NUMBE R OF SHARES AND TAKING MENTION
         OF THE AUTHORIZED CAPITAL STOCK LIMIT TO ARTICL
         E 7

   2.    OTHER MATTERS                                              Other            Against



----------------------------------------------------------------------------------------------------------------
CIA DE CONCESSOES RODOVIARIAS
Issuer: P1413U105                       ISIN: BRCCROACNOR2
SEDOL:  2840970
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI
         ONS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJEC TED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRES ENTATIVE AT ADP.  THANK YOU.

   1.    APPROVE THE RESIGNATION OF A PRINCIPAL MEMBER              Management         For
         AND ONE ALTERNATIVE MEMBER OF TH E BOARD OF DIRECTORS
         AND THE ELECTION OF THEIR SUBSTITUTES



----------------------------------------------------------------------------------------------------------------
ALL AMERICA LATINA LOGISTICA SA
Issuer: P01627143                       ISIN: BRALLLACNPR3
SEDOL:  B014709
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ON RESOLUTIONS 3.A AND 3.B. T HANK YOU.

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTE D. SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENT ATIVE AT ADP. THANK YOU.

   1.    ELECT A CO-PRESIDENT OF THE COMPANY S BOARD OF             Non-Voting         Non-Vote Proposal
         DIRECTORS IN THE MANNER PROVIDE D BY SOLE PARAGRAPH
         OF ARTICLE 14 OF THE COMPANY BYLAWS

   2.    ELECT A NEW MEMBER OF THE BOARD OF DIRECTORS               Non-Voting         Non-Vote Proposal

  3.A    APPROVE THE CONVERSION OF SHARES BOUGHT IN THE             Management         For
         CAPITAL FINANCIAL MARKETS INTO PREFERRED SHARES
          CENTRAL BANK RESOLUTION 2.689/00

  3.B    APPROVE THE CONVERSION OF AN EQUAL NUMBER OF               Management         For
         PREFERRED SHARES REGISTERED AS DI RECT INVESTMENTS
         HELD BY FOREIGN INVESTORS IN THE COMPANY, INTO
         COMMON SHARES LAW NUMBER 4.131.62

   4.    APPROVE THE CREATION OF AN AUDIT COMMITTEE AND             Non-Voting         Non-Vote Proposal
         THE RESPECTIVE CHANGES TO THE C OMPANY BYLAWS

   5.    APPROVE THE REMUNERATION OF THE MEMBERS OF THE             Non-Voting         Non-Vote Proposal
         FINANCE COMMITTEE



----------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS
Issuer: P2577R110                       ISIN: BRCMIGACNPR3
SEDOL:  2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT THESE SHARES HAVE NO VOTING               Non-Voting
         RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
         PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
         BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
          THANK YOU.

   *     PLEASE NOTE THAT THESE SHARES HAVE NO VOTING               Non-Voting
         RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
         PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
         BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
          THANK YOU.

   I.    APPROVE TO CHANGE THE COMPANY BY-LAWS SUBJECT              Non-Voting
         TO ANEEL: 1) TO AMEND THE WORDIN G OF ARTICLE
         1 TO MAKE IT COMPLY WITH LAW NUMBER 15.290 OF
         04 AUG 2004; 2) TO AMEND THE WORDING OF ARTICLE
         7 TO MAKE IT COMPLY WITH LAW NUMBER 15.290/2004;
         3) TO AMEND THE WORDING OF THE HEADING OF ARTICLE
         9 TO IMPROVE ITS WORDING; 4) TO INSERT A SOLE
         PARAGRAPH TO ARTICLE 11 AND PARAGRAPH 4 TO ARTICLE
         12 TO DEF INE THE STRUCTURE AND COMPOSITION OF
         THE MANAGEMENT OF THE COMPANY AND THAT OF THE
         SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND CEMIG
         GERACAOE E TRANSMISSAO S.A .; 5) TO AMEND THE
         WORDING OF THE HEADING OF ARTICLE 17 TO IMPROVE
         ITS WORDING ; 6) TO AMEND THE WORDING OF ITEMS
          A  AND  E  OF ARTICLE 17 TO REDEFINE THE C HARACTERISTICS
         OF THE BOARD OF DIRECTORS; 7) TO AMEND THE WORDING
         OF PARAGRAPH 2 OF ARTICLE 18 TO PROVIDE THAT
         THE GENERAL MEETING SET THE BENEFITS TO WHICH
         THE EXECUTIVE OFFICERS WILL BE ENTITLED; 8) TO
         AMEND THE WORDING OF PARAGRAPH 3 OF ARTICLE 18
         TO MAKE THE EXERCISE OF THE ROLES EQUIVALENT
         TO EXECUTIVE OFF ICER IN THE COMPANY OBLIGATORY
         IN THE SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND
         CEMIG GERACAO E TRANSMISSAO S.A.; 9) TO AMEND
         THE WORDING OF ITEMS  A  AND  E OF PARAGRAPH
         4 OF ARTICLE 21 TO REDEFINE THE CHARACTERISTICS
         OF THE EXECUTIV E COMMITTEE; 10) TO AMEND THE
         WORDING OF ITEM  H  OF SUB-SECTION III AND ITEMS
         G ,  H ,  I  AND  J  OF SUB-SECTION IV OF ARTICLE
         22 TO IMPROVE ITS WORDING; 11) TO AMEND THE WORDING
         OF ARTICLES 27,28,29,30 AND 31 TO MAKE THEM COMPLY
         W ITH THE COMPANY S NEW DIVIDENDS POLICY

   I.    APPROVE TO CHANGE THE COMPANY BY-LAWS SUBJECT              Non-Voting
         TO ANEEL: 1) TO AMEND THE WORDIN G OF ARTICLE
         1 TO MAKE IT COMPLY WITH LAW NUMBER 15.290 OF
         04 AUG 2004; 2) TO AMEND THE WORDING OF ARTICLE
         7 TO MAKE IT COMPLY WITH LAW NUMBER 15.290/2004;
         3) TO AMEND THE WORDING OF THE HEADING OF ARTICLE
         9 TO IMPROVE ITS WORDING; 4) TO INSERT A SOLE
         PARAGRAPH TO ARTICLE 11 AND PARAGRAPH 4 TO ARTICLE
         12 TO DEF INE THE STRUCTURE AND COMPOSITION OF
         THE MANAGEMENT OF THE COMPANY AND THAT OF THE
         SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND CEMIG
         GERACAOE E TRANSMISSAO S.A .; 5) TO AMEND THE
         WORDING OF THE HEADING OF ARTICLE 17 TO IMPROVE
         ITS WORDING ; 6) TO AMEND THE WORDING OF ITEMS
          A  AND  E  OF ARTICLE 17 TO REDEFINE THE C HARACTERISTICS
         OF THE BOARD OF DIRECTORS; 7) TO AMEND THE WORDING
         OF PARAGRAPH 2 OF ARTICLE 18 TO PROVIDE THAT
         THE GENERAL MEETING SET THE BENEFITS TO WHICH
         THE EXECUTIVE OFFICERS WILL BE ENTITLED; 8) TO
         AMEND THE WORDING OF PARAGRAPH 3 OF ARTICLE 18
         TO MAKE THE EXERCISE OF THE ROLES EQUIVALENT
         TO EXECUTIVE OFF ICER IN THE COMPANY OBLIGATORY
         IN THE SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND
         CEMIG GERACAO E TRANSMISSAO S.A.; 9) TO AMEND
         THE WORDING OF ITEMS  A  AND  E OF PARAGRAPH
         4 OF ARTICLE 21 TO REDEFINE THE CHARACTERISTICS
         OF THE EXECUTIV E COMMITTEE; 10) TO AMEND THE
         WORDING OF ITEM  H  OF SUB-SECTION III AND ITEMS
         G ,  H ,  I  AND  J  OF SUB-SECTION IV OF ARTICLE
         22 TO IMPROVE ITS WORDING; 11) TO AMEND THE WORDING
         OF ARTICLES 27,28,29,30 AND 31 TO MAKE THEM COMPLY
         W ITH THE COMPANY S NEW DIVIDENDS POLICY

  II.    APPOINT MR. DELOITTE TOUCHE TOHMATSU TO PROVIDE            Non-Voting
         THE SERVICES TO EVALUATE CEMIG S RIGHTS AND OBLIGATIONS,
         EXCLUDING THE FIXED ASSET, TO BE TRANSFERRED
         IN THE COMPANIES CEMIG DISTRIBUICAO S.A. AND
         CEMIG GERACAO E TRANSMISSAO S.A., PREPA RING
         REPORTS, AS PROVIDED UNDER ARTICLE 8 OF LAW NUMBER
         10.604 OF 15 DEC 1976, TO BE USED IN THE TRANSFER
         OF THE RIGHTS AND OBLIGATIONS IN CEMIG TO THE
         FULL SUBSIDIARIES CREATED TO CARRY OUT THE REORGANIZATION
         OF THE COMPANY

  II.    APPOINT MR. DELOITTE TOUCHE TOHMATSU TO PROVIDE            Non-Voting
         THE SERVICES TO EVALUATE CEMIG S RIGHTS AND OBLIGATIONS,
         EXCLUDING THE FIXED ASSET, TO BE TRANSFERRED
         IN THE COMPANIES CEMIG DISTRIBUICAO S.A. AND
         CEMIG GERACAO E TRANSMISSAO S.A., PREPA RING
         REPORTS, AS PROVIDED UNDER ARTICLE 8 OF LAW NUMBER
         10.604 OF 15 DEC 1976, TO BE USED IN THE TRANSFER
         OF THE RIGHTS AND OBLIGATIONS IN CEMIG TO THE
         FULL SUBSIDIARIES CREATED TO CARRY OUT THE REORGANIZATION
         OF THE COMPANY



----------------------------------------------------------------------------------------------------------------
PORTO SEGURO SA
Issuer: P7905C107                       ISIN: BRPSSAACNOR7
SEDOL:  B0498T7, B05H8Q7
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   A.    ELECT THE MEMBERS OF THE BOARD OF DIRECTORS                Management         For



----------------------------------------------------------------------------------------------------------------
TELE NORTE LESTE PARTICIPACOES SA
Issuer: P9036X117                       ISIN: BRTNLPACNOR3
SEDOL:  *001908, 2292719, B02PDQ9
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESEN TATIVE AT ADP. THANK YOU.

   1.    APPROVE TO ANALYZE THE SIGNING OF THESE CONTRACTS          Management         For
         BETWEEN THE COMPANIES TNL CO NTAX S.A  CONTAX
          AND TELEMAR NORTE LESTE S.A.  TMAR  - I) PROVISION
         OF CALL C ENTER SERVICES CONTRACT BY CONTAX TO
         TMAR AND TO TNL PCS S.A. AND II) PROVISIO N OF
         TELECOMMUNICATIONS SERVICES BY TMAR TO CONTAX

   2.    APPROVE TO ANALYZE THE REDUCTION IN THE COMPANY            Management         For
         S CORPORATE STOCK BY A VALUE C ORRESPONDING TO
         THE INVESTMENT HELD BY THE SAME IN CONTAX PARTICIPACOES
         S/A , EVALUATED IN THE EVALUATION REPORT PREPARED
         BY APSIS CONSULTORIA EMPRESARIAL U SING 30 NOV
         2004 AS BASE  DATE, WITH THE CONSEQUENT DELIVERY
         TO THE COMPANY SH AREHOLDERS, OF CONTAX PARTICIPACOES
         S/A SHARES IN THE SAME PROPORTION AS THEIR PARTICIPATION
         IN THE COMPANY S CAPITAL

   3.    AMEND THE WORDING OF THE ARTICLES 5 AND 6 OF               Management         For
         THE COMPANY BYLAWS AS A RESULT OF THE REDUCTION
         IN CORPORATE STOCK AS SPECIFIED, AS WELL AS THE
         GROUPING OF SHA RES APPROVED BY THE EGM HELD
         ON 24 MAY 2004, TO CHANGE THE NUMBER OF SHARES
         IN TO WHICH THE COMPANY S CORPORATE STOCK IS
         DIVIDEND AND THE NUMBER OF SHARES TO WHICH THE
         COMPANY IS ALLOWED TO INCREASE THE CORPORATE
         STOCK FOLLOWING A DECI SION OF THE BOARD OF DIRECTORS
          AUTHORIZED  CAPITAL

   4.    ELECT A MEMBER TO SIT ON THE BOARD OF DIRECTORS            Management         For
         TO COMPLETE THE TERM OF OFFICE FOR THE VACANCY
         PROVIDED IN THE ARTICLE 150 OF LAW NUMBER 6.404/76



----------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS
Issuer: P2577R110                       ISIN: BRCMIGACNPR3
SEDOL:  2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI
         ONS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJEC TED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRES ENTATIVE AT ADP.  THANK YOU.

   1.    AMEND THE COMPOSITION OF THE BOARD OF DIRECTORS            Management         For
         AND CONSEQUENTLY ELECT THE FUL L AND SUBSTITUTE
         MEMBERS OF THE MENTIONED BOARD BY MULTIPLE VOTE,
         AS REQUESTED BY THE SHAREHOLDER SOUTHERN ELECTRIC
         BRASIL PARTICIPACOES LTD., AND AS A RESU LT OF
         THE RESIGNATION OF A DIRECTOR



----------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS
Issuer: P2577R110                       ISIN: BRCMIGACNPR3
SEDOL:  2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT THESE SHARES HAVE NO VOTING               Non-Voting
         RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
         PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
         BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
          THANK YOU.

   I.    APPROVE THE TRANSFER OF CEMIG TO ITS FULL SUBSIDIARY       Non-Voting
         CEMIG GERACAO E TRANSMISS AO S.A., OF THE DEBT
         RELATING TO THE TWO DEBENTURE ISSUES SUBSCRIBED
         BY THE ST ATE OF MINAS GERAIS, THE RESOURCES
         OF WHICH WERE APPLIED IN THE CONSTRUCTION O F
         THE IRAPE HYDROELECTRIC POWER STATION

  II.    APPROVE THE RETENTION OF THE GUARANTEE OFFERED             Non-Voting
         BY THE STATE OF MINAS GERAIS TO THE UNION FOR
         CEMIG S DEBTS WITH KW AND BID AND FOR THE DEBT
         ARISING FROM THE RESTRUCTURING OF THE EXTERNAL
         DEBT THAT LED TO THE DEBT ACKNOWLEDGEMENT AND
         T HE CONSOLIDATION CONTRACT SIGNED WITHIN THE
         SCOPE OF RESOLUTION 98/1992 OF THE FEDERAL SENATE,
         TRANSFERRED TO THE FULL SUBSIDIARIES CEMIG GERACAO
         E TRANSMIS SAO S.A. AND CEMIG DISTRIBUICAO S.A.

  III.   APPROVE THE TRANSFERS THAT WERE THE SUBJECT OF             Non-Voting
         THE EGM HELD ON 30 DEC 2004, TH E INDIVIDUAL
         VALUES OF WHICH ARE EQUAL TO OR OVER, 20 TIMES
         THE MINIMUM LIMIT ESTABLISHED IN THE BY-LAWS
         FOR THE AUTHORIZATION BY THE CEMIG BOARD OF DIRECTO
         RS



----------------------------------------------------------------------------------------------------------------
CIA SOUZA CRUZ INDUSTRIA E COMERCIO CRUZ
Issuer: P26663107                       ISIN: BRCRUZACNOR0
SEDOL:  2832148
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   I.    APPROVE TO EXAMINE AND VOTE UPON THE BOARD OF              Management         For
         DIRECTORS  ANNUAL REPORT, THE FI NANCIAL STATEMENTS
         AND INDEPENDENT AUDITOR S REPORT RELATING TO
         FYE 31 DEC 200 4

  II.    APPROVE THE DISTRIBUTION OF THE NET PROFITS FROM           Management         For
         THE FY, INCLUDING THE REMUNER ATION TO SHAREHOLDERS
         BY DIVIDENDS  BRL 0.824364 PER SHARE  TO BE PAID
         FROM 29 MAR 2005

  III.   APPROVE TO SET GLOBAL ANNUAL BUDGET FOR DIRECT             Management         For
         REMUNERATION



----------------------------------------------------------------------------------------------------------------
BANCO BRADESCO SA BRAD
Issuer: P1808G117                       ISIN: BRBBDCACNPR8
SEDOL:  2074520, 7074280, B00FM53, B00GJ22, B04D3P0, B04S850
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   1.    APPROVE TO TAKE THE ACCOUNTS OF THE DIRECTORS,             Non-Voting         Non-Vote Proposal
         TO EXAMINE, DISCUSS AND VOTE UP ON THE BOARD
         OF DIRECTORS ANNUAL REPORT, THE FINANCIAL STATEMENTS,
         INCLUDING T HE DISTRIBUTION OF THE NET PROFITS
         AND INDEPENDENT AUDITORS REPORT RELATING TO FYE
         31 DEC 2004

   2.    ELECT THE MEMBERS OF THE BOARD OF DIRECTORS                Management         For

   3.    ELECT THE MEMBERS OF THE FINANCE COMMITTEE                 Management         For

   4.    APPROVE TO SET THE DIRECTORS GLOBAL, ANNUAL REMUNERATION   Non-Voting         Non-Vote Proposal
         IN ACCORDANCE WITH TH E TERMS OF THE COMPANY
         BY LAWS

   *     PREFERRED SHAREHOLDERS MAY VOTE ONLY ON RESOLUTION         Non-Voting         Non-Vote Proposal
         2 AND 3. THANK YOU.

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECT ED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESE NTATIVE AT ADP.  THANK YOU



----------------------------------------------------------------------------------------------------------------
BANCO BRADESCO SA BRAD
Issuer: P1808G117                       ISIN: BRBBDCACNPR8
SEDOL:  2074520, 7074280, B00FM53, B00GJ22, B04D3P0, B04S850
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT THESE SHARES HAVE NO VOTING               Non-Voting
         RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
         PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
         BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
          THANK YOU

  1.a    RATIFY THE NAME OF THE COMPANY THAT WILL EVALUATE          Non-Voting
         THE COMPANY S ASSETS

  1.b    APPROVE THE PROTOCOL OF INCORPORATION OF THE               Non-Voting
         SHARES AND THE EVALUATION OF THE COMPANY S ASSETS:
         THIS OPERATION WOULD INCREASE THE BRADESCO SHARE
         CAPITAL BY BRL 11,856,359.57 FROM AN AMOUNT OF
         BRL 7,700,000,000.00 TO BRL 7,711,856,359. 07;
         THIS WOULD OCCUR THROUGH THE ISSUANCE OF 363,271
         NEW SHARES WITHOUT NOMINA L VALUE. 182,504 WOULD
         BE ORDINARY SHARES AND 180,767 WOULD BE PREFERRED
         SHARE S; THIS WOULD CORRESPOND TO 165.12329750137
         NEW BRADESCO SHARES FOR EVERY BRAD ESCO SEGUROS
         SHARE; ALSO, 82,95659669277 ORDINARY SHARES AND
         82,16670080860 PR EFERRED SHARES; DUE TO THE
         THIS PROPOSAL TO CHANGE ARTICLE 6 OF THE ARTICLES
         O F ASSOCIATIONS

   2.    APPROVE TO INCREASE THE SHARE CAPITAL BY BRL               Non-Voting
         2,288,143,640.93 FROM AN AMOUNT O F BRL 7,711,856,359.07
         TO BRL 10,000,000,000.00 WITHOUT ISSUANCE OF
         SHARES; TH IS WOULD OCCUR THROUGH THE CAPITALIZATION
         OF THE RESERVES

   3.    APPROVE THE CHANGES IN THE ARTICLES OF ASSOCIATION         Non-Voting
         DUE THE INCLUSION OF LETTER J  ON SINGLE PARAGRAPH
         ARTICLE 21 CONCERNING THE FUNCTIONS OF THE AUDIT
         COMM ITTEE

   4.    APPROVE THE RECOMMENDATION OF THE BRAZILIAN CENTRAL        Non-Voting
         BANK, IT IS PROPOSED TO EL ECT THE PROFESSIONALS
         THAT WOULD EVALUATE THE REAL ESTATES IN CASE
         OF ACQUISIT ION OR SELLING BETWEEN THE COMPANY
         AND ITS SUBSIDIARY COMPANIES



----------------------------------------------------------------------------------------------------------------
CIA SANEAMENTO BASICO DO ESTADO DE SAO PAULO SABESP
Issuer: P8228H104                       ISIN: BRSBSPACNOR5
SEDOL:  2158543
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   1.    ELECT THE MEMBERS OF THE BOARD OF DIRECTORS                Management         For

   2.    OTHER MATTERS                                              Other            Against



----------------------------------------------------------------------------------------------------------------
KLABIN SA, BRASIL
Issuer: P60933101                       ISIN: BRKLBNACNPR9
SEDOL:  2813347
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ON RESOLUTION.E ONLY. THANK Y OU.

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECT ED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESE NTATIVE AT ADP.  THANK YOU.

   A.    APPROVE TO VOTE UPON THE BOARD OF DIRECTORS                Non-Voting         Non-Vote Proposal
         ANNUAL REPORT, THE FINANCIAL STAT EMENTS, EXTERNAL
         AUDITORS AND OF THE FINANCE COMMITTEE AND DOCUMENTS
         OPINION R EPORT RELATING TO FYE 31 DEC 2004

   B.    APPROVE THE DISTRIBUTION OF THE PROFITS FROM               Non-Voting         Non-Vote Proposal
         THE FY AND TO DISTRIBUTE THE DIVI DENDS

   C.    ELECT THE MEMBERS OF THE BOARD OF DIRECTORS                Non-Voting         Non-Vote Proposal

   D.    APPROVE TO SET THE DIRECTORS REMUNERATION                  Non-Voting         Non-Vote Proposal

   E.    ELECT THE MEMBERS OF THE FINANCE COMMITTEE AND             Management         For
         APPROVE TO SET THEIR REMUNERATI ON

   F.    OTHER MATTERS                                              Non-Voting         Non-Vote Proposal



----------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO SA PETROBRAS
Issuer: P78331140                       ISIN: BRPETRACNPR6
SEDOL:  2684532, 7394621
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT:  A BENEFICIAL     Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
         NS IN THIS MARKET.  ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECT ED.  SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESE NTATIVE AT ADP.  THANK YOU.

   *     PLEASE NOTE THAT PREFFERED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ON RESOLUTION 4. THANK YOU.

   I.    APPROVE THE BOARD OF DIRECTORS  ANNUAL REPORT,             Non-Voting         Non-Vote Proposal
         THE FINANCIAL STATEMENTS AND TH E FINANCE COMMITTEE
         REPORT RELATING TO FY OF 2004

  II.    APPROVE THE BUDGET OF CAPITAL, RELATIVE TO THE             Non-Voting         Non-Vote Proposal
         EXERCISE 2005

  III.   APPROVE THE DESTINATION OF THE YE RESULTS OF 2004          Non-Voting         Non-Vote Proposal

  IV.    ELECT THE MEMBERS OF THE BOARD OF DIRECTORS,               Management         For
         THE FINANCE COMMITTEE AND THE RES PECTIVE SUBSTITUTES

   V.    ELECT THE PRESIDENT OF THE BOARD OF DIRECTORS              Non-Voting         Non-Vote Proposal

  VI.    APPROVE TO SET THE REMUNERATION OF THE DIRECTORS           Non-Voting         Non-Vote Proposal
         AND THE FULL MEMBERS OF THE F INANCE COMMITTEE
         AS WELL AS THEIR SHARE IN PROFITS, IN THE MANNER
         PROVIDED BY THE ARTICLES 41 AND 56 OF THE COMPANY
         BY-LAWS



----------------------------------------------------------------------------------------------------------------
TELE CENTRO OESTE CELULAR PARTICIPACOES SA
Issuer: P9029W100                       ISIN: BRTCOCACNPR5
SEDOL:  2292601
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ON ITEM 5. THANK YOU

   1.    APPROVE TO TAKE THE ACCOUNTS OF THE DIRECTORS,             Non-Voting         Non-Vote Proposal
         TO EXAMINE, DISCUSS AND VOTE UP ON THE BOARD
         OF DIRECTORS  ANNUAL REPORT, RELATING TO FYE
         31 DEC 2004

   2.    APPROVE TO DECIDE ON THE DISTRIBUTION OF THE               Non-Voting         Non-Vote Proposal
         PROFITS FROM THE FY AND THE DISTR IBUTION OF DIVIDENDS

   3.    APPROVE TO CAPITALIZE THE SURPLUS OF PROFITS               Non-Voting         Non-Vote Proposal
         RESERVES IN RELATION TO THE CORPO RATE STOCK
         AGAINST THE PROFIT RESERVES FOR EXPANSION ACCOUNT,
         LEAVING THE SAME WITH AN INCREASE OF BRL 164,878,256.93,
         TAKING IT FROM BRL 972,965,581,63 TO BRL 2957,843,938,56
         WITHOUT ISSUING NEW SHARES AND WITH THE CONSEQUENT
         ALTERAT ION TO ARTICLE 5 OF THE COMPANY BY-LAWS

   4.    APPROVE THE COMPANY S CAPITAL BUDGET FOR THE               Non-Voting         Non-Vote Proposal
         FY 2005

   5.    ELECT THE MEMBERS OF THE FINANCE COMMITTEE                 Management         For

   6.    APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS           Non-Voting         Non-Vote Proposal
         AND FINANCE COMMITTEE, THE AN NUAL GLOBAL MOUNT
         OF MONEY OF THE DIRECTOR S AND INDIVIDUAL OF
         THE FINANCE COM MITTEE



----------------------------------------------------------------------------------------------------------------
SAO PAULO ALPARGATAS SA
Issuer: P8511H118                       ISIN: BRALPAACNPR7
SEDOL:  2051244
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ON ITEM 4 ONLY. THANK YOU.

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   1.    RECEIVE AND APPROVE THE BOARD OF DIRECTOR S ANNUAL         Non-Voting         Non-Vote Proposal
         REPORT, THE FINANCIAL STATE MENTS AND THE INDEPENDENT
         AUDITORS REPORT RELATING TO THE FYE 31 DEC 2004

   2.    APPROVE THE DISTRIBUTION OF THE REMAINING BALANCE          Non-Voting         Non-Vote Proposal
         OF NET PROFITS FROM THE FYE 31 DEC 2004, THE
         CAPITAL BUDGET FOR 2004, AND TO CONFIRM THE PAYMENTS
         OF INTER EST ON OWN CAPITAL AND THE DIVIDENDS
         APPROVED BY THE BOARD OF DIRECTORS AND RE FERENDUM
         OF THE AGM

   3.    ELECT THE MEMBERS OF THE BOARD OF DIRECTORS                Non-Voting         Non-Vote Proposal

   4.    ELECT THE FINANCE COMMITTEE MEMBERS                        Management         For

   5.    APPROVE TO SET THE GLOBAL ANNUAL BUDGET FOR DIRECTOR       Non-Voting         Non-Vote Proposal
         REMUNERATION



----------------------------------------------------------------------------------------------------------------
TELESP CELULAR PARTICIPACOES  S A
Issuer: P9036T108                       ISIN: BRTSPPACNPR0
SEDOL:  2292690
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

  A.I    APPROVE THE ACCOUNTS OF THE DIRECTOR S, THE BOARD          Management         For
         OF DIRECTORS  ANNUAL REPORT, RELATING TO FYE
         31 DEC 2004

  A.II   ELECT THE MEMBERS OF THE FINANCE COMMITTEE                 Management         For

 A.III   APPROVE TO FIX THE REMUNERATION OF THE DIRECTOR            Management         For
         S AND THE FINANCE COMMITTEE, T HE ANNUAL GLOBAL
         AND INDIVIDUAL OF THE FINANCE COMMITTEE

  E.I    APPROVE TO CONFIRM THE WORDING OF THE ARTICLE              Management       Against
         5 OF THE COMPANY BYLAWS AS SPECI FIED IN THE
         MEETING HELD ON 07 JAN 2005 WHEN THE INCREASE
         IN THE COMPANY S COR PORATE STOCK WAS RATIFIED

  E.II   APPROVE TO GROUP THE 1,582,563,526,803 NOMINAL             Management         For
         BOOK ENTRY SHARES OF NO PAR VAL UE, OF WHICH
         552,896,931,154 BEING COMMON SHARES AND 1,029,666,595,649
         BEING P REFERRED SHARES, REPRESENTATIVE OF THE
         CORPORATE STOCK, AT THE RATE 2,500 SHAR ES FOR
         01 SHARE OF THE RESPECTIVE TYPE, TRANSFORMING
         THEM INTO 633,025,410 NOM INAL BOOK ENTRY SHARES
         OF NO PAR VALUE, OF WHICH 221,158,772 ARE COMMON
         SHARES AND 411,866,638 ARE PREFERRED SHARES,
         IN ACCORDANCE WITH THE PROVISIONS OF TH E ARTICLE
         12 OF LAW NUMBER 6.404/76, WITH THE CONSEQUENT
         AMENDMENT TO THE ARTI CLE 5 OF THE COMPANY BYLAWS

 E.III   AMEND THE ARTICLE 4 OF THE COMPANY BYLAWS, AS              Management         For
         A CONSEQUENCE TO GROUP SHARES, R ELATING TO THE
         AUTHORIZED CAPITAL LIMIT, CHANGING LIMIT FORM
         TO UP TO 1,800,00 0,000,000 TO SEVEN HUNDRED
         AND 720,000,000 SHARES



----------------------------------------------------------------------------------------------------------------
WEG SA
Issuer: P9832B137                       ISIN: BRWEGEACNPR7
SEDOL:  2945433
----------------------------------------------------------------------------------------------------------------

Vote Group: UNASSIGNED

 Proposal                                                           Proposal          Vote          Against
 Number  Proposal                                                   Type              Cast           Mgmt.
----------------------------------------------------------------------------------------------------------------

   *     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL      Non-Voting         Non-Vote Proposal
         OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
         IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
         S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
         YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
         HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
         SERVICE REPRESENTA TIVE AT ADP. THANK YOU.

   *     PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE           Non-Voting         Non-Vote Proposal
         ONLY ON RESOLUTION 5. THANK Y OU.

   1.    APPROVE THE BOARD OF DIRECTORS  ANNUAL REPORT,             Non-Voting         Non-Vote Proposal
         THE FINANCIAL STATEMENTS, EXTER NAL AUDITORS
         AND OF THE FINANCE COMMITTEE AND DOCUMENTS OPINION
         REPORT RELATIN G TO FYE 31 DEC 2004

   2.    APPROVE THE DISTRIBUTION OF THE FY NET PROFITS             Non-Voting         Non-Vote Proposal

   3.    APPROVE THE DIVIDENDS TO CONFIRM THE DECISION              Non-Voting         Non-Vote Proposal
         OF THE BOARD OF DIRECTORS, MINUT ES NUMBER 388
         OF 23 JUL 2004, MINUTES NUMBER 398  INTEREST
         ON OWN CAPITAL  OF 16 DEC 2004, AND MINUTES NUMBER
         402 OF 17 FEB 2005 THAT DEAL WITH DIVIDENDS

   4.    APPROVE TO SET THE DIRECTORS  GLOBAL REMUNERATION          Non-Voting         Non-Vote Proposal

   5.    ELECT THE FINANCE COMMITTEE                                Management         For

   6.    OTHER MATTERS TO INTEREST COMPANY                          Non-Voting         Non-Vote Proposal



                                                                                                          Vote Summary Report (Long)

                                                                                                                07/01/04 to 06/30/05




 SABESP, Companhia
 Saneamento Basico                      Shares
         Sao Paulo                          Voted       106,400,000          Security
      Meeting Date           3/21/2005                                   Meeting Type                       EGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Elect Director to the Board
1                   of Directors                   Mgmt              For               For
                    Transact Other Business
2                   (Voting)                       Mgmt              For               Against


  Klabin Sa Brasil                      Shares                               Security
                                            Voted         1,364,000
      Meeting Date           3/21/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Special Meeting Agenda
                    Cancel 221,829 Common Shares
                    and 895,216 Preferred Shares
                    Held in Treasury Without
1                   Reduction in Capital           Mgmt              For               For
                    Authorize Increase in
                    Capital through
                    Capitalization of Reserves
                    for a Value of BRL 300
2                   Million Without New Issuance   Mgmt              For               For
                    Amend Art. 5 of Bylaws to
3                   Reflect Changes in Capital     Mgmt              For               For
                    Annual Meeting Agenda
                    Accept Financial Statements
4                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
5                   and Dividends                  Mgmt              For               For
6                   Elect Directors to the Board   Mgmt              For               For
                    Ratify and Fix Remuneration
7                   of Directors                   Mgmt              For               For
                    Elect Supervisory Board and
8                   Fix their Remuneration         Mgmt              For               For
                    Transact Other Business
9                   (Voting)                       Mgmt              For               Against


 Natura Cosmeticos                      Shares                               Security
     SA, Sao Paulo                          Voted           119,600
      Meeting Date           3/29/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
3                   Elect Board of Directors       Mgmt              For               For
                    Approve Remuneration of
4                   Directors                      Mgmt              For               For
                    Special Meeting Agenda
                    Approve Increase in the
                    Number of Co-Chairmans of
                    the Board to Three from Two
                    Without Modification in the
                    Number of Directors and
5                   Amend Art. 18                  Mgmt              For               Against
6                   Amend Stock Option Plan        Mgmt              For               For


 Tele Centro Oeste
           Celular                      Shares
  Participacoes Sa                          Voted     1,055,043,926          Security                 P9029W100
      Meeting Date           3/31/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preferred Shareholders Can
                    Vote on Item 5
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Capitalization Against the
                    Income Reserve for Expansion
                    Account; Amend Art. 5
3                   Accordingly                    Mgmt              For               For
4                   Approve 2005 Capital Budget    Mgmt              For               For
5                   Elect Supervisory Board        Mgmt              For               For
                    Approve Aggregate
                    Remuneration for Directors
                    and Individual Remuneration
6                   for Supervisory Board Members  Mgmt              For               For
                    Special Meeting Agenda
                    Approve Terms and Conditions
                    for the Cancelling of 5.78
                    Billion Common Shares
                    Without a Capital Reduction;
                    Reissue 1.527 Million Common
                    Shares and 2.087 Million
                    Preferred Shares, Remaining
                    from the Company's
                    Restructure Approved at the
7                   06-30-2004 EGM                 Mgmt              For               For
                    Approve 3000:1 Reverse Stock
                    Split Resulting in 129
                    Million Shares of Which,
                    43.15 Million Correspond to
                    Common Shares and 85.735
                    Correspond to Preferred
                    Shares; Amend Art. 5
8                   Accordingly                    Mgmt              For               For
                    Amend Art.6 in Light of the
9                   Reverse Stock Split            Mgmt              For               For
10                  Amend Corporate Purpose        Mgmt              For               For
                    Amend and Renumber Bylaws
                    Without Modifying the Rights
                    and/or Advantages Guaranteed
11                  to Preferred Shareholders      Mgmt              For               For
12                  Consolidate Bylaws             Mgmt              For               For


          Petroleo                      Shares                               Security
        Brasileiro                          Voted         1,711,658
      Meeting Date           3/31/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve 2005 Capital Budget    Mgmt              For               For
3                   Approve Allocation of Income   Mgmt              For               For
                    Elect Board of Directors,
                    Supervisory Board and their
4                   Alternates                     Mgmt              For               For
                    Elect Chairman of the Board
5                   of Directors                   Mgmt              For               For
                    Approve Remuneration of
                    Directors and Supervisory
                    Board; Approve Profit
6                   Sharing Plan                   Mgmt              For               Against


      Companhia de
        Concessoes                      Shares
       Rodoviarias                          Voted           324,000          Security
      Meeting Date           3/31/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Accept Individual and
                    Consolidated Financial
                    Statements and Statutory
1                   Reports                        Mgmt              For               For
2                   Approve 2005 Capital Budget    Mgmt              For               For
3                   Approve Allocation of Income   Mgmt              For               For
                    Fix Number of Open Board
4                   Seats for Coming Year          Mgmt              For               For
                    Elect Board of Directors and
                    Nominate the Chairman and
5                   Vice- Chairman                 Mgmt              For               For
                    Approve Remuneration of
6                   Directors                      Mgmt              For               For
7                   Elect Supervisory Board        Mgmt              For               For


       BRASKEM S A
         (formerly
COPENE-PETROQUIMICA                     Shares
DO NORDESTE SA CPN                          Voted        75,638,600          Security                 P18533110
      Meeting Date           3/31/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Capital Budget         Mgmt              For               For
3                   Approve Allocation of Income   Mgmt              For               For
4                   Elect Supervisory Board        Mgmt              For               For
                    Special Meeting Agenda
5                   Elect Directors to the Board   Mgmt              For               For
                    Approve Annual Aggregate
6                   Remuneration of Directors      Mgmt              For               For
                    Ratify and Approve Appraisal
                    Firm to Perform Asset
                    Appraisal of Odebrecht
7                   Quimica SA                     Mgmt              For               For
                    Approve Documents Relating
                    to the Incorporation of
                    Odebrecht Quimica by the
8                   Company                        Mgmt              For               For
                    Approve Incorporation of
                    Odebrecht Quimica Without
9                   Capital Increase               Mgmt              For               For
                    Approve 250:1 Reverse Stock
10                  Split                          Mgmt              For               For
                    Amend Art. 4 to Reflect
                    Changes in Capital Due to
11                  the Reverse Stock Split        Mgmt              For               For
                    Approve 1:2 Stock Split of
12                  American Depositary Shares     Mgmt              For               For


   PORTO SEGURO SA                      Shares                               Security
                                            Voted           300,000                                   P7905C107
      Meeting Date           3/31/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
3                   Ratify Interest Over Capital   Mgmt              For               For
                    Elect Board of Directors;
                    Nominate Chairman and
4                   Co-Chairman                    Mgmt              For               For
                    Approve Aggregate Annual
5                   Remuneration of Directors      Mgmt              For               For


         Sao Paulo                      Shares                               Security
   Alpargatas S.A.                          Voted        32,579,600                                   P8511H118
      Meeting Date            4/1/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of
                    Income; Approve 2005 Capital
                    Budget; Approve Ratification
                    of Interest Over Capital
2                   Distributions                  Mgmt              For               For
3                   Elect Directors                Mgmt              For               For
4                   Elect Supervisory Board        Mgmt              For               For
                    Approve Remuneration of
5                   Directors                      Mgmt              For               For
                    Special Meeting Agenda
                    Approve Increase in Capital
                    Through Capitalization of
                    1999 Investment Reserve for
6                   a Value of BRL49.982 Million   Mgmt              For               For
                    Amend Art. 22 of the Bylaws
                    Re: Making Permanent the
                    Operations of the
7                   Supervisory Board              Mgmt              For               For


    Telesp Celular                      Shares                               Security
 Participacoes S/A                          Voted     1,778,685,780                                   P9036T108
      Meeting Date            4/1/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preferred Shareholders are
                    Entitled to Vote on Items 2
                    and 3 of this Annual Meeting
                    Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Elect Supervisory Board
2                   Members                        Mgmt              For               For
                    Approve Aggregate
                    Remuneration for Directors
                    and Individual Remuneration
3                   for Supervisory Board Members  Mgmt              For               For
                    Special Meeting Agenda -
                    Preferred Shareholders are
                    Entitled to Vote on All
                    Items of this Special
                    Meeting Agenda
                    Ratify the Amendment to Art.
                    5 of the Bylaws to Reflect
4                   Increase in Capital            Mgmt              For               Against
                    Approve 2500:1 Reverse Stock
                    Split Resulting in 633
                    Million Shares, of Which 221
                    Million Correspond to Common
                    Shares and 412 Million
                    Correspond to Preferred
                    Shares; Consequent Amendment
5                   to Art. 5                      Mgmt              For               For
                    Amend Art. 4 Re: Authorized
                    Capital Limit in Light of
6                   the Proposal in Item 5         Mgmt              For               For


       ALL AMERICA
            LATINA
   LOGISTICASA ALL                      Shares
AMERICA LAT BRASIL                          Voted           834,000          Security                 P01627143
      Meeting Date            4/1/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Board of Directors and
3                   Supervisory Board              Mgmt              For               For
                    Special Meeting Agenda
4                   Amend Art. 24 of the Bylaws    Mgmt              For               Against


            WEG SA                      Shares                               Security
                                            Voted        14,356,500                                   P9832B137
      Meeting Date            4/4/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
                    Approve Dividend and
                    Payments of Interest over
3                   Capital                        Mgmt              For               For
                    Authorize Increase in
                    Capital to BRL 1 Billion
                    from BRL 750 Million through
                    Capitalization of Reserves;
4                   Amend Art. 5 Accordingly       Mgmt              For               For
                    Approve Aggregate
5                   Remuneration of Directors      Mgmt              For               For
6                   Elect Board of Directors       Mgmt              For               For
7                   Elect Supervisory Board        Mgmt              For               For
                    Cancel Company Treasury
8                   Shares                         Mgmt              For               For
                    Transact Other Business
9                   (Voting)                       Mgmt              For               Against


 GOL LINHAS AEREAS                      Shares                               Security
      INTELIGENTES                          Voted           277,184                                   P491AF117
      Meeting Date           4/11/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Directors and Fix
3                   their Remuneration             Mgmt              For               For


  Tele Norte Leste
     Participacoes                      Shares
         (TELEMAR)                          Voted           848,254          Security       P9036X109 P9036X117
      Meeting Date           4/12/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preference Shareholders Are
                    Entitled to Vote in Item 3
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
                    and Dividends and Approve
2                   the Capital Budget             Mgmt              For               For
                    Elect Supervisory Board
3                   Members and their Alternates   Mgmt              For               For
                    Approve Remuneration of
4                   Directors                      Mgmt              For               For


     Telemar Norte
        Leste S.A.                      Shares
  (frmrly. TELERJ)                          Voted           219,434          Security                 P9037H103
      Meeting Date           4/12/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preference Shareholders Are
                    Entitled to Vote in Items 3
                    and 4
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of
                    Income, Dividends,
                    Participation to Employees
                    of the Company, and Capital
2                   Budget                         Mgmt              For               For
                    Elect Board of Directors and
3                   their Respective Alternates    Mgmt              For               For
                    Elect Supervisory Board and
4                   their Respective Alternates    Mgmt              For               For
                    Approve Remuneration of
                    Directors and Supervisory
5                   Board                          Mgmt              For               For


 Caemi Mineracao e                      Shares                               Security
   Metalurgia S.A.                          Voted        14,490,500                                   P1915P109
      Meeting Date           4/15/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Members and Alternates
                    to the Board of Directors;
3                   Designate Chairman             Mgmt              For               For
                    Approve Annual Remuneration
4                   of Directors                   Mgmt              For               For
                    Special Meeting Agenda
                    Approve Increase in Capital
                    Through Capitalization of
                    Reserves Without Issuance of
5                   Shares; Amend Art. 5           Mgmt              For               For


  Embraer, Empresa
     Brasileira de                      Shares
       Aeronautica                          Voted         1,498,932          Security                 P3700H169
      Meeting Date           4/18/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
                    Elect Supervisory Board
3                   Members                        Mgmt              For               For
                    Elect Members to the Board
4                   of Directors                   Mgmt              For               For
                    Approve Remuneration of
                    Supervisory Board Members
                    and Aggregate Annual
5                   Remuneration for Directors     Mgmt              For               For
                    Special Meeting Agenda
                    Authorize Capitalization of
                    Reserves, Without Issuance
                    of Shares; Amend Art. 5 in
                    Light of Capitalization of
                    Reserve and of the
                    Ratification of the New
                    Capital Arising from the
                    Exercise of Options to
6                   Purchase Preferred Shares      Mgmt              For               Against
                    Amend Arts. 12, 15, 19, 20
7                   and Art. 25                    Mgmt              For               For
8                   Consolidate Bylaws             Mgmt              For               Against


       GRENDENE SA                      Shares                               Security
                                            Voted           200,000                                   P49516100
      Meeting Date           4/18/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Members to the Board
3                   and Fix their Remuneration     Mgmt              For               For
                    Special Meeting Agenda
                    Authorize Capitalization of
                    Reserves for a Value of BRL
                    20 Million and Subsidy for
                    Investments Related to
                    Benefits Granted by the
                    State of Ceara for a Value
4                   of BRL 93 Million              Mgmt              For               For
                    Amend Art. 5 to Reflect
                    Changes in Capital Following
5                   the Proposal in Item 4         Mgmt              For               For


  Tele Norte Leste
     Participacoes                      Shares
         (TELEMAR)                          Voted                49          Security                 P9036X117
      Meeting Date           4/19/2005                                   Meeting Type                       EGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Special Meeting Agenda
                    Approve Allocation of
                    Interest Over Capital Up to
                    the Limit of BRL 400 Million
1                   for Fiscal Year 2005           Mgmt              For               For


        Votorantim
  Celulose E Papel                      Shares
              S.A.                          Voted         1,434,500          Security                 P9806R118
      Meeting Date           4/20/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Members to the Board
                    of Directors and the
                    Supervisory Board; Fix
                    Aggregate Annual
                    Remuneration for Corporate
3                   Bodies                         Mgmt              For               For
                    Designate Newspaper to
4                   Publish Meeting Announcements  Mgmt              For               For
                    Special Meeting Agenda
                    Approve Controlling Stake in
5                   Ripasa S.A. Celulose e Papel   Mgmt              For               Against
                    Amend Bylaws Re: Making
                    Permanent the Supervisory
                    Board, As Well As Modifying
                    Its Competencies, Structure
6                   and Composition                Mgmt              For               For
                    Approve Internal Policy Re:
                    Auto-Regulation, Approved at
                    the Board Meeting Held on
7                   Nov. 9, 2001                   Mgmt              For               For


  COPEL, Companhia
     Paranaense de                      Shares
           Energia                          Voted                 0          Security                 P30557139
      Meeting Date           4/25/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For
                    Approve Allocation of Income
2                   and Interest Over Capital      Mgmt              For
                    Elect Members to the Board
3                   of Directors                   Mgmt              For
                    Elect Supervisory Board
4                   Members                        Mgmt              For
                    Approve Remuneration of
                    Directors and Supervisory
5                   Board Members                  Mgmt              For
                    Designate Newspaper to
6                   Publish Meeting Announcements  Mgmt              For


 Companhia Vale Do                      Shares                               Security
          Rio Doce                          Voted         2,030,812                                   P2605D109
      Meeting Date           4/27/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    -Preference Shareholders Are
                    Entitled to Vote in All of
                    the Items Below
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Capital Budget             Mgmt              For               For
                    Elect Members to the Board
3                   of Directors                   Mgmt              For               For
                    Elect Supervisory Board
4                   Members                        Mgmt              For               For
                    Approve Remuneration of
                    Directors and Supervisory
5                   Board                          Mgmt              For               For
                    Special Meeting Agenda
                    Authorize Increase in
                    Capital, Through
                    Capitalization of Reserves,
                    Without Issuance of Shares;
6                   Amend Art. 5                   Mgmt              For               For
                    Amend Shareholder
7                   Remuneration Policy            Mgmt              For               For


        Banco Itau
           Holding
  Financeira(frmly                      Shares
  Banco Itau S.A.)                          Voted           444,049          Security                 P1391K111
      Meeting Date           4/27/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preferred Shareholders Are
                    Entitled to Vote on Item 4
                    Accept Consolidated
                    Financial Statements and
1                   Statutory Reports              Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
                    Elect Members to the Board
3                   of Directors                   Mgmt              For               For
                    Elect Supervisory Board
4                   Members                        Mgmt              For               For
                    Approve Remuneration of
5                   Directors                      Mgmt              For               For
                    Special Meeting Agenda
                    Authorize Increase in
                    Capital to BRL 8.3 Billion
                    from BRL 8.1 Billion Through
                    Capitalization of Reserves,
6                   Without Issuance of Shares     Mgmt              For               For
                    Cancel 88,803 Common Shares
                    Held in Treasury, Without
                    Reduction in the Company's
7                   Capital                        Mgmt              For               For
                    Transform the Current Itau
                    Holdings Options Committee
8                   into a Remuneration Committee  Mgmt              For               For
                    Account for the Disclosure
                    Committee and the Securities
                    Transaction Commmittee in
9                   the Bylaws                     Mgmt              For               For
                    Increase Size of the
                    Executive Officer Board to
                    12 Members from 10; Create
                    the Positions of Managing
                    Director and Deputy Managing
                    Director; Modify Directors
                    Responsibilities and;
                    Increase the Term for the
                    Board to Elect the Executive
10                  Officer Board                  Mgmt              For               For
                    Amend Bylaws in Light of the
                    Modifications in the
                    Previous Items As Well As
                    Register the Financial
                    Institution Providing
                    Services for Registered
                    Shares and Make Available
                    the Auditor's Report to the
                    Private Insurance
11                  Superintendency                Mgmt              For               For
                    Amend Stock Option Plan Re:
                    Transformation of the Itau
                    Holding Options Committee
                    into the Remuneration
12                  Committee                      Mgmt              For               Against


       Eletrobras,
          Centrais
         Eletricas                      Shares
  Brasileiras S.A.                          Voted       380,000,000          Security                 P22854106
      Meeting Date           4/28/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preference Shareholders are
                    Entitled to Vote on Item 3
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
3                   Elect Supervisory Board        Mgmt              For               For
                    Approve Remuneration of
4                   Directors                      Mgmt              For               For
                    Special Meeting Agenda
                    Approve Conversion of
                    Credits of Compulsory Loans
                    for an Amount Equal to BRL
                    3.54 Billion into Preference
5                   Class B Shares; Amend Art. 6   Mgmt              For               For
                    Authorize Increase in
                    Capital Through
                    Capitalization of Reserves;
6                   Amend Art. 6                   Mgmt              For               For
                    Amend Art. 17 of the Bylaws
                    Re: Decreasing the Terms of
                    Members of the Board to One
7                   Year from Three Years          Mgmt              For               For


       Gerdau S.A.                      Shares                               Security
                                            Voted         2,189,040                                   P2867P113
      Meeting Date           4/28/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Approve Modification in the
                    Limit of New Shares to 400
                    Million Common Shares and
1                   800 Million Preferred Shares   Mgmt              For               For
                    Amend Art. 4 to Reflect
                    Changes in Capital Approved
                    at the Board Meeting Held on
2                   March 31, 2005                 Mgmt              For               For
                    Amend Art. 13 Re:
                    Competencies and
                    Responsibility of the
3                   Supervisory Board              Mgmt              For               For
                    Consolidate Bylaws in Light
4                   of the Previous Proposals      Mgmt              For               For
5                   Amend Stock Option Plan        Mgmt              For               Against
                    Re-Ratify the Relation of
                    Fixed Assets Referred to in
                    Anex 2 of the EGM Held on
6                   Nov. 28, 2003                  Mgmt              For               For
                    Accept Financial Statements
7                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
8                   and Dividends                  Mgmt              For               For
                    Elect Directors to the Board
9                   and Fix their Remuneration     Mgmt              For               For
                    Elect Supervisory Board
                    Members, Their Alternates
10                  and Fix Their Remuneration     Mgmt              For               For


   DIAGNOSTICOS DA                      Shares                               Security
        AMERICA SA                          Voted           230,700                                   P3589C109
      Meeting Date           4/28/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
                    Elect Members to the Board
3                   of Directors                   Mgmt              For               For
                    Approve Aggregate Annual
4                   Remuneration of Directors      Mgmt              For               For


         Companhia
       Siderurgica                      Shares
    Nacional (CSN)                          Voted         2,411,600          Security                 P8661X103
      Meeting Date           4/29/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Ratify Interim Dividends       Mgmt              For               For
3                   Approve Allocation of Income   Mgmt              For               For
4                   Elect Board of Directors       Mgmt              For               For
                    Approve Aggregate Annual
5                   Remuneration of Directors      Mgmt              For               For


 SABESP, Companhia
 Saneamento Basico                      Shares
         Sao Paulo                          Voted       106,400,000          Security                 P8228H104
      Meeting Date           4/29/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
                    Elect Board of Directors,
                    the Supervisory Board and
3                   their Respective Alternates    Mgmt              For               For
                    Special Meeting Agenda
                    Ratify the New Criteria for
                    the Remuneration of the
4                   Board of Directors             Mgmt              For               Against
                    Amend Art. 15 of Bylaws in
5                   Light of Item 4                Mgmt              For               Against


    Brasil Telecom
       SA(Formerly
 TELEPAR, Telecom.                      Shares
        do Parana)                          Voted     1,132,078,868          Security                 P18445158
      Meeting Date           4/29/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Members and Alternates
3                   to the Board of Directors      Mgmt              For               For
                    Elect Supervisory Board
4                   Members and Alternates         Mgmt              For               For
                    Special Meeting Agenda
                    Approve Aggregate
                    Remuneration of Members of
                    the Board of Directors and
                    Executive Officer Board;
                    Approve the Individual
                    Remuneration of the
5                   Supervisory Board Members      Mgmt              For               For
6                   Amend Art. 5 of the Bylaws     Mgmt              For               Against


    Brasil Telecom
     Participacoes
    S.A. (frm.Tele                      Shares
  Centro Sul Parti                          Voted     1,184,456,600          Security                 P18430150
      Meeting Date           4/29/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Supervisory Board
3                   Members and Alternates         Mgmt              For               For
                    Special Meeting Agenda
                    Approve Aggregate
                    Remuneration of Members of
                    the Board of Directors and
                    the Executive Officer Board;
                    Approve Individual
                    Remuneration of Supervisory
4                   Board Members                  Mgmt              For               For
5                   Amend Art.5 of the Bylaws      Mgmt              For               Against


  Aracruz Celulose                      Shares                               Security
                                            Voted         5,109,599                                   P0441Z110
      Meeting Date           4/29/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preferred Shareholders Are
                    Entitled to Vote on Item 4
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
3                   Approve Capital Budget         Mgmt              For               For
                    Elect Supervisory Board
4                   Members                        Mgmt              For               For
                    Elect Members to the Board
5                   of Directors                   Mgmt              For               For
                    Approve Remuneration of
                    Directors and Members of the
6                   Supervisory Board              Mgmt              For               For
                    Special Meeting Agenda
                    Amend Arts. 15, 17 and 19 of
7                   the Bylaws                     Mgmt              For               Against


  Cemig, Companhia
     Energetica De                      Shares
      Minas Gerais                          Voted       842,171,369          Security                 P2577R110
      Meeting Date           4/29/2005                                   Meeting Type                       AGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda -
                    Preferred Holders Are
                    Entitled to Vote on Item 4
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
2                   Approve Allocation of Income   Mgmt              For               For
                    Approve Payment of Interest
3                   Over Capital and Dividends     Mgmt              For               For
                    Elect Supervisory Board
                    Members, Their Alternates
4                   and Fix their Remuneration     Mgmt              For               For
                    Approve Remuneration of
5                   Directors                      Mgmt              For               For


        Sadia S.A.                      Shares                               Security
                                            Voted        10,198,045                                   P8711W105
      Meeting Date           4/29/2005                                   Meeting Type                       MIX    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Annual Meeting Agenda
                    Accept Financial Statements
1                   and Statutory Reports          Mgmt              For               For
                    Approve Allocation of Income
2                   and Dividends                  Mgmt              For               For
                    Elect Directors and Fix
3                   their Remuneration             Mgmt              For               For
                    Elect Supervisory Board
                    Members and Fix their
4                   Remuneration                   Mgmt              For               For
                    Special Meeting Agenda
                    Authorize Increase in
                    Capital to BRL 1.5 Billion
                    from BRL 1 Billion Through
                    Capitalization of Reserves,
                    Without Issuance; Amend
5                   Bylaws                         Mgmt              For               For
                    Amend Bylaws Re: Increase in
                    Capital; Board of Director
                    Competencies; Audit
                    Committee; Increase in Size
                    of Executive Officer Board;
                    Executive Officer Board
                    Competencies and;
6                   Supervisory Board              Mgmt              For               For
7                   Consolidate Bylaws             Mgmt              For               For
8                   Approve Stock Option Plan      Mgmt              For               For
                    Approve Incorporation of
                    Subsidiary, Including;
                    Board's Proposal for the
                    Incorporation; Appraisal
9                   Firm and; Appraisal Report     Mgmt              For               For


       GRENDENE SA                      Shares                               Security
                                            Voted           400,000                           B03L0B0 P49516100
      Meeting Date            6/6/2005                                   Meeting Type                       EGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Special Meeting Agenda
                    Amend Art. 23 Re: Executive
1                   Officer Board                  Mgmt              For               For


  COPEL, Companhia
     Paranaense de                      Shares
           Energia                          Voted     1,290,333,400          Security         2200154 P30557139
      Meeting Date           6/17/2005                                   Meeting Type                       EGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Special Meeting Agenda -
                    Preferred Shareholders Are
                    Entitled to Vote on Item 3
                    Amend Arts. 11, 15, and 21
                    of the Bylaws Re: Compliance
1                   with Sarbanes-Oxley Act        Mgmt              For               For
                    Amend Art. 4 Re: Conversion
                    of Preferred A Shares into
2                   Preferred B Shares             Mgmt              For               For
                    Elect Alternate Supervisory
3                   Board Member                   Mgmt              For               For


         Companhia
       Siderurgica                      Shares
    Nacional (CSN)                          Voted         3,617,400          Security         B019KX8 P8661X103
      Meeting Date           6/23/2005                                   Meeting Type                       EGM    Record Date   N/A

Ballot Issues                                      Proponent         Mgmt              Vote
                                                                     Rec               Cast
                    Special Meeting Agenda
                    Amend Bylaws to Create an
1                   Audit Committee                Mgmt              For               Against








                                   SIGNATURES

                           [See General Instruction F]

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) Brazil Fund, Inc.



By (Signature and Title)* /s/Julian Sluyters                             
                          -----------------------------------------------
                           Julian Sluyters, Chief Executive Officer

Date    8/15/05
        -------
* Print the name and title of each signing officer under his or her signature.