Morgan Stanley Value Fund (MVUAX) Inactive
Filed: 27 Aug 04, 12:00am
UNITED STATES ------------------------ SECURITIES AND EXCHANGE OMB APPROVAL COMMISSION WASHINGTON, D.C. 20549 ------------------------ OMB Number: 3235-0582 FORM N-PX Expires: March 31, 2006 Estimated average burden hours per response..14.4 ------------------------ ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-8861 --------------------------------------------- Morgan Stanley Value Fund - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Barry Fink Esq. Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 ----------------------------- Date of fiscal year end: 9/30 ------------------- Date of reporting period: 6/30/04 ------------------ ITEM 1. PROXY VOTING RECORD. Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote: (a) The name of the issuer of the portfolio security; ------------------------------------------------------------------- (b) The exchange ticker symbol of the portfolio security; (c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; ------------------------------------------------------------------- (d) The shareholder meeting date; (e) A brief identification of the matter voted on; ------------------------------------------------------------------- (f) Whether the matter was proposed by the issuer or by a security holder; (g) Whether the registrant cast its vote on the matter; ------------------------------------------------------------------- (h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);and (i) Whether the registrant cast its vote for or against management. ------------------------------------------------------------------- ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08861 Reporting Period: 07/01/2003 - 06/30/2004 Morgan Stanley Value Fund ========================== MORGAN STANLEY VALUE FUND =========================== ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 5, 2004 Meeting Type: Annual Record Date: DEC 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Appoint Dennis F. Hightower, William L. For For Management Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors 2 Approve KPMG LLP as Independent Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Transact Other Business (Non-Voting) None None Management - -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy Z. Cohen For For Management 1.2 Elect Director Barbara Hackman Franklin For For Management 1.3 Elect Director Jeffrey E. Garten For For Management 1.4 Elect Director Earl G. Graves For For Management 1.5 Elect Director Gerald Greenwald For For Management 1.6 Elect Director Ellen M. Hancock For For Management 1.7 Elect Director Michael H. Jordan For For Management 1.8 Elect Director Jack D. Kuehler For For Management 1.9 Elect Director Edward J. Ludwig For For Management 1.10 Elect Director Joseph P. Newhouse For For Management 1.11 Elect Director Judith Rodin For For Management 1.12 Elect Director John W. Rowe, M.D. For For Management 1.13 Elect Director Ronald A. Williams For For Management 1.14 Elect Director R. David Yost For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Approve Omnibus Stock Plan For For Management 3 Report on Pay Disparity Against Against Shareholder 4 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director James G. Andress For For Management 1.3 Elect Director Edward A. Brennan For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Jack M. Greenberg For For Management 1.6 Elect Director Ronald T. LeMay For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director J. Christopher Reyes For For Management 1.9 Elect Director H. John Riley, Jr. For For Management 1.10 Elect Director Joshua I. Smith For For Management 1.11 Elect Director Judith A. Sprieser For For Management 1.12 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director J. Dudley Fishburn For For Management 1.5 Elect Director Robert E. R. Huntley For For Management 1.6 Elect Director Thomas W. Jones For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director John S. Reed For For Management 1.9 Elect Director Carlos Slim Helu For For Management 1.10 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Report on Product Warnings for Pregnant Against Against Shareholder Women 4 Report on Health Risks Associated with Against Against Shareholder Cigarette Filters 5 Political Contributions/Activities Against Against Shareholder 6 Cease Use of Light and Ultra Light in Against Against Shareholder Cigarette Marketing 7 Place Canadian Style Warnings on Against Against Shareholder Cigarette Packaging 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- AMBAC FINANCIAL GROUP, INC. Ticker: ABK Security ID: 023139108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip B. Lassiter For For Management 1.2 Elect Director Michael A. Callen For For Management 1.3 Elect Director Renso L. Caporali For For Management 1.4 Elect Director Jill M. Considine For For Management 1.5 Elect Director Richard Dulude For For Management 1.6 Elect Director Robert J. Genader For For Management 1.7 Elect Director W. Grant Gregory For For Management 1.8 Elect Director Laura S. Unger For For Management 1.9 Elect Director Henry D. G. Wallace For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Non-Employee Director Omnibus Stock For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 22, 2004 Meeting Type: Annual Record Date: NOV 28, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Bruce Anderson as Director For Withhold Management 1.2 Elect Avinoam Naor as Director For Withhold Management 1.3 Elect Adrian Gardner as Director For For Management 1.4 Elect Dov Baharav as Director For Withhold Management 1.5 Elect Julian Brodsky as Director For For Management 1.6 Elect Eli Gelman as Director For For Management 1.7 Elect Charles Foster as Director For For Management 1.8 Elect James Kahan as Director For For Management 1.9 Elect Nehemia Lemelbaum as Director For For Management 1.10 Elect John McLennan as Director For For Management 1.11 Elect Robert Minicucci as Director For Withhold Management 1.12 Elect Mario Segal as Director For For Management 2 Accept Financial Statements For Fiscal For For Management Year 2003 3 Amend 1998 Stock Option and Incentive For For Management Plan 4 Approve Ernst & Young Auditors and For For Management Authorize Audit Committee of Board to Fix Their Remuneration - -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER CO. Ticker: AEP Security ID: 025537101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. R. Brooks For For Management 1.2 Elect Director Donald M. Carlton For For Management 1.3 Elect Director John P. DesBarres For For Management 1.4 Elect Director Robert W. Fri For For Management 1.5 Elect Director William R. Howell For For Management 1.6 Elect Director Lester A. Hudson, Jr. For For Management 1.7 Elect Director Leonard J. Kujawa For For Management 1.8 Elect Director Michael G. Morris For For Management 1.9 Elect Director Richard L. Sandor For For Management 1.10 Elect Director Donald G. Smith For For Management 1.11 Elect Director Kathryn D. Sullivan For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 4 Submit Executive Pension Benefit to Vote Against For Shareholder 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services 6 Establish Term Limits for Directors Against Against Shareholder - -------------------------------------------------------------------------------- AMERISOURCEBERGEN CORP Ticker: ABC Security ID: 03073E105 Meeting Date: MAR 5, 2004 Meeting Type: Annual Record Date: JAN 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward E. Hagenlocker For For Management 1.2 Elect Director Kurt J. Hilzinger For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAR 17, 2004 Meeting Type: Special Record Date: JAN 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director Donald E. Guinn For For Management 1.8 Elect Director James H. Hance, Jr. For For Management 1.9 Elect Director Kenneth D. Lewis For For Management 1.10 Elect Director Walter E. Massey For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director C. Steven McMillan For For Management 1.13 Elect Director Eugene M. McQuade For For Management 1.14 Elect Director Patricia E. Mitchell For For Management 1.15 Elect Director Edward L. Romero For For Management 1.16 Elect Director Thomas M. Ryan For For Management 1.17 Elect Director O. Temple Sloan, Jr. For For Management 1.18 Elect Director Meredith R. Spangler For For Management 1.19 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Change Date of Annual Meeting Against Against Shareholder 4 Adopt Nomination Procedures for the Board Against Against Shareholder 5 Charitable Contributions Against Against Shareholder 6 Establish Independent Committee to Review Against Against Shareholder Mutual Fund Policy 7 Adopt Standards Regarding Privacy and Against Against Shareholder Information Security - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670207 Meeting Date: MAY 1, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For For Management 1.2 Elect Director Charles T. Munger For For Management 1.3 Elect Director Susan T. Buffett For For Management 1.4 Elect Director Howard G. Buffett For For Management 1.5 Elect Director Malcolm G. Chace For For Management 1.6 Elect Director David S. Gottesman For For Management 1.7 Elect Director Charlotte Guyman For For Management 1.8 Elect Director Donald R. Keough For For Management 1.9 Elect Director Thomas S. Murphy For For Management 1.10 Elect Director Ronald L. Olson For For Management 1.11 Elect Director Walter Scott, Jr. For For Management 2 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- BMC SOFTWARE, INC. Ticker: BMC Security ID: 055921100 Meeting Date: AUG 21, 2003 Meeting Type: Annual Record Date: JUL 3, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Garland Cupp For For Management 1.2 Elect Director Robert E. Beauchamp For For Management 1.3 Elect Director Jon E. Barfield For For Management 1.4 Elect Director John W. Barter For For Management 1.5 Elect Director Meldon K. Gafner For For Management 1.6 Elect Director L.W. Gray For For Management 1.7 Elect Director Kathleen A. O'Neil For For Management 1.8 Elect Director George F. Raymond For For Management 1.9 Elect Director Tom C. Tinsley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BOISE CASCADE CORP. Ticker: BCC Security ID: 097383103 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Claire S. Farley For For Management 1.2 Elect Director Rakesh Gangwal For For Management 1.3 Elect Director Gary G. Michael For For Management 1.4 Elect Director A. William Reynolds For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- BP PLC (FORM. BP AMOCO PLC ) Ticker: BP. Security ID: 055622104 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lord Browne For For Management 1.2 Elect Director Dr B E Grote For For Management 1.3 Elect Director Mr H M P Miles For For Management 1.4 Elect Director Sir Robin Nicholson For For Management 1.5 Elect Director Mr R L Olver For For Management 1.6 Elect Director Sir Ian Prosser For For Management 2 TO ELECT MR A BURGMANS AS A DIRECTOR For For Management 3 Ratify Auditors For For Management 4 TO AMEND THE ARTICLES OF ASSOCIATION OF For For Management THE COMPANY 5 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management SPECIFIED AMOUNT 6 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS 7 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 8 TO AUTHORISE THE USE OF TREASURY SHARES For For Management FOR EMPLOYEE SHARE SCHEMES 9 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT 10 TO DETERMINE THE LIMIT FOR THE AGGREGATE For For Management REMUNERATION OF THE NON-EXECUTIVE DIRECTORS 11 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND THE ACCOUNTS 12 SPECIAL SHAREHOLDER RESOLUTION: TO Against Against Shareholder INSTRUCT THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Dolan For For Management 1.2 Elect Director Louis V. Gerstner, Jr. For For Management 1.3 Elect Director Leif Johansson For For Management 2 Ratify Auditors For For Management 3 Report on Political Against Against Shareholder Contributions/Activities 4 Cease Political Contributions/Activities Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 7 Require Affirmative Vote of a Majority of Against Against Shareholder the Shares to Elect Directors - -------------------------------------------------------------------------------- BURLINGTON NORTHERN SANTA FE CORP. Ticker: BNI Security ID: 12189T104 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Vilma S. Martinez For Withhold Management 1.3 Elect Director Marc F. Racicot For Withhold Management 1.4 Elect Director Roy S. Roberts For For Management 1.5 Elect Director Matthew K. Rose For For Management 1.6 Elect Director Marc J. Shapiro For For Management 1.7 Elect Director J.C. Watts, Jr. For For Management 1.8 Elect Director Robert H. West For For Management 1.9 Elect Director J. Steven Whisler For For Management 1.10 Elect Director Edward E. Whitacre, Jr. For For Management 1.11 Elect Director Michael B. Yanney For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CENTERPOINT ENERGY INC Ticker: CNP Security ID: 15189T107 Meeting Date: JUN 3, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert T. O'Connell For For Management 1.2 Elect Director Milton Carroll For For Management 1.3 Elect Director John T. Cater For For Management 1.4 Elect Director Michael E. Shannon For For Management 2 Ratify Auditors For For Management 3 Limit Awards to Executives Against Against Shareholder 4 Declassify the Board of Directors Against Against Shareholder 5 Other Business For Against Management - -------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES INC Ticker: CHKP Security ID: M22465104 Meeting Date: JUN 30, 2004 Meeting Type: Annual Record Date: MAY 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For For Management DIRECTORS): (NOTE: DIRECTORS ARE ELECTED AS A GROUP, NOT INDIVIDUALLY): GIL SHWED, MARIUS NACHT, DAVID RUBNER, TAL SHAVIT. 2 TO RATIFY THE CONSOLIDATED FINANCIAL For For Management STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2003. 3 TO RATIFY THE APPOINTMENT AND For For Management COMPENSATION OF THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS. 4 TO APPROVE AMENDMENT TO DIRECTORS For For Management COMPENSATION. 5 TO APPROVE EXECUTIVE OFFICERS For For Management COMPENSATION. - -------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES INC Ticker: CHKP Security ID: M22465104 Meeting Date: JUL 31, 2003 Meeting Type: Annual Record Date: JUN 23, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Gil Shwed, Marius Nacht, David For For Management Rubner, Alex Serge Vieux, and Dr. Tal Shavit as Directors 2 Elect Irwin Federman and Ray Rothrock as For For Management External Directors 3 Authorization for Chairman of the Board For For Management to Serve as Chairman of the Board and Cheif Executive Officer 4 Accept Financial Statements for the Year For For Management Ended December 31, 2002 5 Approve Kost Forer & Gabbay as Auditors For For Management and Authorize Board to Fix Their Remuneration 6 Approve Options to Purchase Two Million For For Management Shares to Gil Shwed, Director and Officer, and One Million Shares to Marius Nacht, Director and Officer - -------------------------------------------------------------------------------- CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zoe Baird For For Management 1.2 Elect Director Sheila P. Burke For For Management 1.3 Elect Director James I. Cash, Jr. For For Management 1.4 Elect Director Joel J. Cohen For For Management 1.5 Elect Director James M. Cornelius For For Management 1.6 Elect Director John D. Finnegan For For Management 1.7 Elect Director David H. Hoag For For Management 1.8 Elect Director Klaus J. Mangold For For Management 1.9 Elect Director Sir David G. Scholey, CBE For For Management 1.10 Elect Director Raymond G. H. Seitz For For Management 1.11 Elect Director Lawrence M. Small For For Management 1.12 Elect Director Daniel E. Somers For For Management 1.13 Elect Director Karen Hastie Williams For For Management 1.14 Elect Director James M. Zimmerman For For Management 1.15 Elect Director Alfred W. Zollar For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify Auditors For For Management 5 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- CINERGY CORP. Ticker: CIN Security ID: 172474108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael G. Browning For For Management 1.2 Elect Director George C. Juilfs For For Management 1.3 Elect Director Dudley S. Taft For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Dudley C. Mecum For For Management 1.9 Elect Director Richard D. Parsons For For Management 1.10 Elect Director Andrall E. Pearson For For Management 1.11 Elect Director Charles Prince For For Management 1.12 Elect Director Robert E. Rubin For For Management 1.13 Elect Director Franklin A. Thomas For For Management 1.14 Elect Director Sanford I. Weill For For Management 1.15 Elect Director Robert B. Willumstad For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Report on Political Against Against Shareholder Contributions/Activities 5 Prohibit Awards to Executives Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- CLEAR CHANNEL COMMUNICATIONS, INC. Ticker: CCU Security ID: 184502102 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan D. Feld For Withhold Management 1.2 Elect Director Thomas O. Hicks For For Management 1.3 Elect Director Perry J. Lewis For For Management 1.4 Elect Director L. Lowry Mays For For Management 1.5 Elect Director Mark P. Mays For For Management 1.6 Elect Director Randall T. Mays For For Management 1.7 Elect Director B.J. Mccombs For For Management 1.8 Elect Director Phyllis B. Riggins For For Management 1.9 Elect Director Theordore H. Strauss For For Management 1.10 Elect Director J.C. Watts For For Management 1.11 Elect Director John H. Williams For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: AUG 11, 2003 Meeting Type: Annual Record Date: JUN 13, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director Stephen L. Baum For For Management 1.3 Elect Director Rodney F. Chase For For Management 1.4 Elect Director Van B. Honeycutt For For Management 1.5 Elect Director William R. Hoover For For Management 1.6 Elect Director Leon J. Level For For Management 1.7 Elect Director Thomas A. McDonnell For For Management 1.8 Elect Director F. Warren McFarlan For For Management 1.9 Elect Director James R. Mellor For For Management 1.10 Elect Director William P. Rutledge For For Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Boren For For Management 1.2 Elect Director James E. Copeland, Jr. For For Management 1.3 Elect Director Kenneth M. Duberstein For For Management 1.4 Elect Director Ruth R. Harkin For For Management 1.5 Elect Director William R. Rhodes For For Management 1.6 Elect Director J. Stapleton Roy For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Limit Executive Compensation Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Report on Drilling in the Arctic National Against Against Shareholder Wildlife Refuge - -------------------------------------------------------------------------------- CONSTELLATION ENERGY GROUP, INC. Ticker: CEG Security ID: 210371100 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James T. Brady For For Management 1.2 Elect Director James R. Curtiss For For Management 1.3 Elect Director Edward J. Kelly, III For For Management 1.4 Elect Director Robert J. Lawless For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Thomas P. Gerrity For For Management 1.3 Elect Director Stanley P. Goldstein For For Management 1.4 Elect Director Marian L. Heard For For Management 1.5 Elect Director William H. Joyce For For Management 1.6 Elect Director Terry R. Lautenbach For For Management 1.7 Elect Director Terrence Murray For For Management 1.8 Elect Director Sheli Z. Rosenberg For For Management 1.9 Elect Director Thomas M. Ryan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- DELPHI CORP. Ticker: DPH Security ID: 247126105 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Oscar de Paula Bernardes For For Management Neto 1.2 Elect Director Dr. Bernd Gottschalk For For Management 1.3 Elect Director John D. Opie For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management 5 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 6 Declassify the Board of Directors Against Against Shareholder 7 Amend Workplace Code of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arnold A. Allemang For For Management 1.2 Elect Director John C. Danforth For For Management 1.3 Elect Director Jeff M. Fettig For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director James M. Ringler For For Management 1.6 Elect Director William S. Stavropoulos For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Report on Social Initiatives in Bhopal Against Against Shareholder - -------------------------------------------------------------------------------- E.I. DU PONT DE NEMOURS & CO. Ticker: DD Security ID: 263534109 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J. P. Belda For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director Curtis J. Crawford For For Management 1.4 Elect Director John T. Dillon For For Management 1.5 Elect Director Louisa C. Duemling For For Management 1.6 Elect Director Charles O. Holliday, Jr. For For Management 1.7 Elect Director Deborah C. Hopkins For For Management 1.8 Elect Director Lois D. Juliber For For Management 1.9 Elect Director Masahisa Naitoh For For Management 1.10 Elect Director William K. Reilly For For Management 1.11 Elect Director H. Rodney Sharp, III For For Management 1.12 Elect Director Charles M. Vest For For Management 2 Ratify Auditors For For Management 3 Report on Executive Ties to Government Against Against Shareholder 4 Adopt and Report on a Code of Corporate Against Against Shareholder Conduct 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- EASTMAN KODAK CO. Ticker: EK Security ID: 277461109 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Hernandez For For Management 1.2 Elect Director Hector de J. Ruiz For For Management 1.3 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Chemical Policy Against Against Shareholder 5 Prohibit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- EXELON CORP. Ticker: EXC Security ID: 30161N101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas DeBenedictis For For Management 1.2 Elect Director G. Fred Dibona, Jr. For For Management 1.3 Elect Director Sue L. Gin For For Management 1.4 Elect Director Edgar D. Jannotta For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- FANNIE MAE Ticker: FNM Security ID: 313586109 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen B. Ashley For For Management 1.2 Elect Director Kenneth M. Duberstein For For Management 1.3 Elect Director Thomas P. Gerrity For For Management 1.4 Elect Director Timothy Howard For For Management 1.5 Elect Director Ann Korologos For For Management 1.6 Elect Director Frederic V. Malek For For Management 1.7 Elect Director Donald B. Marron For For Management 1.8 Elect Director Daniel H. Mudd For For Management 1.9 Elect Director Anne M. Mulcahy For For Management 1.10 Elect Director Joe K. Pickett For For Management 1.11 Elect Director Leslie Rahl For For Management 1.12 Elect Director Franklin D. Raines For For Management 1.13 Elect Director H. Patrick Swygert For For Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sara Levinson For For Management 1.2 Elect Director Joseph Neubauer For For Management 1.3 Elect Director Joseph A. Pichler For For Management 1.4 Elect Director Karl M. von der Heyden For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- FIRSTENERGY CORPORATION Ticker: FE Security ID: 337932107 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul T. Addison For For Management 1.2 Elect Director Ernest J. Novak, Jr. For For Management 1.3 Elect Director John M. Pietruski For For Management 1.4 Elect Director Catherine A. Rein For For Management 1.5 Elect Director Robert C. Savage For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Reduce Supermajority Vote Requirement For For Management 5 Approve Deferred Compensation Plan For For Management 6 Approve Deferred Compensation Plan For For Management 7 Expense Stock Options Against For Shareholder 8 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 9 Report on Political Against Against Shareholder Contributions/Activities 10 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- FREDDIE MAC Ticker: FRE Security ID: 313400301 Meeting Date: MAR 31, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joan E. Donoghue For For Management 1.2 Elect Director Michelle Engler For For Management 1.3 Elect Director Richard Karl Goeltz For For Management 1.4 Elect Director George D. Gould For For Management 1.5 Elect Director Henry Kaufman For For Management 1.6 Elect Director John B. Mccoy For For Management 1.7 Elect Director Shaun F. O'Malley For For Management 1.8 Elect Director Ronald F. Poe For For Management 1.9 Elect Director Stephen A. Ross For For Management 1.10 Elect Director Donald J. Schuenke For For Management 1.11 Elect Director Christina Seix For For Management 1.12 Elect Director Richard F. Syron For For Management 1.13 Elect Director William J. Turner For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL MOTORS CORP. Ticker: GM Security ID: 370442105 Meeting Date: JUN 2, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Percy N. Barnevik For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Armando M. Codina For For Management 1.4 Elect Director George M.C. Fisher For For Management 1.5 Elect Director Karen Katen For For Management 1.6 Elect Director Kent Kresa For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Philip A. Laskawy For For Management 1.9 Elect Director E.Stanley O'Neal For For Management 1.10 Elect Director Eckhard Pfeiffer For For Management 1.11 Elect Director G.Richard Wagoner, Jr. For For Management 2 Ratify Auditors For For Management 3 Prohibit Awards to Executives Against Against Shareholder 4 Prohibit Awards to Executives Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Limit Composition of Committees to Against Against Shareholder Independent Directors 7 Report on Greenhouse Gas Emissions Against Against Shareholder 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Establish Executive and Director Stock Against Against Shareholder Ownership Guidelines - -------------------------------------------------------------------------------- GEORGIA-PACIFIC CORP. Ticker: GP Security ID: 373298108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara L. Bowles For For Management 1.2 Elect Director Donald V. Fites For For Management 1.3 Elect Director David R. Goode For For Management 1.4 Elect Director Karen N. Horn For For Management 1.5 Elect Director William R. Johnson For For Management 1.6 Elect Director James B. Williams For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC ) Ticker: SBH Security ID: 37733W105 Meeting Date: MAY 17, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND ADOPT THE DIRECTORS For For Management REPORT AND THE FINANCIAL STATEMENTS (ORDINARY RESOLUTION) 2 TO APPROVE THE REMUNERATION REPORT For For Management (ORDINARY RESOLUTION) 3 TO ELECT MR H LAWRENCE CULP AS A DIRECTOR For For Management (ORDINARY RESOLUTION) 4 TO ELECT MR CRISPIN DAVIS AS A DIRECTOR For For Management (ORDINARY RESOLUTION) 5 TO ELECT SIR ROBERT WILSON AS A DIRECTOR For For Management (ORDINARY RESOLUTION) 6 TO ELECT DR TACHI YAMADA AS A DIRECTOR For For Management (ORDINARY RESOLUTION) 7 TO RE-ELECT SIR CHRISTOPHER HOGG AS A For For Management DIRECTOR (ORDINARY RESOLUTION) 8 Ratify Auditors For For Management 9 REMUNERATION OF AUDITORS (ORDINARY For For Management RESOLUTION) 10 AUTHORISE THE COMPANY TO MAKE DONATIONS For For Management TO EU POLITICAL ORGAN- ISATIONS AND INCUR EU POLITICAL EXPENDITURE (SPECIAL BUSINESS) 11 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Management (SPECIAL RESOLUTION) 12 AUTHORITY FOR THE COMPANY TO PURCHASE ITS For For Management OWN SHARES (SPECIAL RESOLUTION) - -------------------------------------------------------------------------------- GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP) Ticker: GSF Security ID: G3930E101 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ferdinand A. Berger For For Management 1.2 Elect Director Khaled R. Al-Haroon For For Management 1.3 Elect Director Edward R. Muller For For Management 1.4 Elect Director Paul J. Powers For For Management 1.5 Elect Director John L. Whitmire For For Management 2 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS. 3 PROPOSAL TO APPROVE A SPECIAL RESOLUTION For For Management TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004. - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAR 31, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director Lord Browne Of Madingley For For Management 1.3 Elect Director Claes Dahlback For For Management 1.4 Elect Director James A. Johnson For For Management 1.5 Elect Director Lois D. Juliber For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Crandall For For Management 1.2 Elect Director Kenneth T. Derr For For Management 1.3 Elect Director Charles J. DiBona For For Management 1.4 Elect Director W. R. Howell For For Management 1.5 Elect Director Ray L. Hunt For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director Aylwin B. Lewis For For Management 1.8 Elect Director J. Landis Martin For For Management 1.9 Elect Director Jay A. Precourt For For Management 1.10 Elect Director Debra L. Reed For For Management 1.11 Elect Director C. J. Silas For For Management 2 Increase Authorized Common Stock For For Management 3 Review/Report on Operations in Iran Against Against Shareholder 4 Require Affirmative Vote of a Majority of Against Against Shareholder the Shares to Elect Directors 5 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2004 Meeting Type: Annual Record Date: JAN 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director L.T. Babbio, Jr. For For Management 1.2 Elect Director P.C. Dunn For For Management 1.3 Elect Director C.S. Fiorina For For Management 1.4 Elect Director R.A. Hackborn For For Management 1.5 Elect Director G.A. Keyworth II For For Management 1.6 Elect Director R.E. Knowling, Jr. For For Management 1.7 Elect Director S.M. Litvack For Withhold Management 1.8 Elect Director R.L. Ryan For For Management 1.9 Elect Director L.S. Salhany For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director E. John P. Browne For For Management 1.4 Elect Director Andrew S. Grove For For Management 1.5 Elect Director D. James Guzy For For Management 1.6 Elect Director Reed E. Hundt For For Management 1.7 Elect Director Paul S. Otellini For For Management 1.8 Elect Director David S. Pottruck For For Management 1.9 Elect Director Jane E. Shaw For For Management 1.10 Elect Director John L. Thornton For For Management 1.11 Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Expense Stock Options Against For Shareholder 5 Limit/Prohibit Awards to Executives Against Against Shareholder 6 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Carlos Ghosn For For Management 1.4 Elect Director Nannerl O. Keohane For For Management 1.5 Elect Director Charles F. Knight For For Management 1.6 Elect Director Lucio A. Noto For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director John B. Slaughter For For Management 1.9 Elect Director Joan E. Spero For For Management 1.10 Elect Director Sidney Taurel For For Management 1.11 Elect Director Charles M. Vest For For Management 1.12 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Ratify Auditors for the Company's For For Management Business Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Management 5 Provide for Cumulative Voting Against Against Shareholder 6 Amend Pension and Retirement Medical Against Against Shareholder Insurance Plans 7 Submit Executive Compensation to Vote Against Against Shareholder 8 Expense Stock Options Against Against Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 China Principles Against Against Shareholder 11 Report on Political Against Against Shareholder Contributions/Activities 12 Report on Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL PAPER CO. Ticker: IP Security ID: 460146103 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martha F. Brooks For For Management 1.2 Elect Director James A. Henderson For For Management 1.3 Elect Director Robert D. Kennedy For For Management 1.4 Elect Director W. Craig McClelland For Withhold Management 1.5 Elect Director Robert M. Amen For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- JONES APPAREL GROUP, INC. Ticker: JNY Security ID: 480074103 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Boneparth For For Management 1.2 Elect Director Sidney Kimmel For For Management 1.3 Elect Director Geraldine Stutz For For Management 1.4 Elect Director Howard Gittis For For Management 1.5 Elect Director Anthony F. Scarpa For For Management 1.6 Elect Director Matthew H. Kamens For For Management 1.7 Elect Director Michael L. Tarnopol For For Management 1.8 Elect Director J. Robert Kerrey For For Management 1.9 Elect Director Ann N. Reese For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director Hans W. Becherer For For Management 2.2 Elect Director Frank A. Bennack, Jr. For For Management 2.3 Elect Director John H. Biggs For For Management 2.4 Elect Director Lawrence A. Bossidy For For Management 2.5 Elect Director Ellen V. Futter For For Management 2.6 Elect Director William H. Gray, III For For Management 2.7 Elect Director William B. Harrison, Jr For For Management 2.8 Elect Director Helene L. Kaplan For For Management 2.9 Elect Director Lee R. Raymond For For Management 2.10 Elect Director John R. Stafford For For Management 3 Ratify Auditors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Adjourn Meeting For Against Management 6 Establish Term Limits for Directors Against Against Shareholder 7 Charitable Contributions Against Against Shareholder 8 Political Contributions Against Against Shareholder 9 Separate Chairman and CEO Positions Against Against Shareholder 10 Provide Adequate Disclosure for over the Against Against Shareholder counter Derivatives 11 Auditor Independence Against Against Shareholder 12 Submit Non-Employee Director Compensation Against Against Shareholder to Vote 13 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pastora San Juan Cafferty For Withhold Management 1.2 Elect Director Claudio X. Gonzalez For Withhold Management 1.3 Elect Director Linda Johnson Rice For Withhold Management 1.4 Elect Director Marc J. Shapiro For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis C. Camilleri For Withhold Management 1.2 Elect Director Roger K. Deromedi For Withhold Management 1.3 Elect Director Dinyar S. Devitre For Withhold Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Betsy D. Holden For Withhold Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Mary L. Schapiro For For Management 1.8 Elect Director Charles R. Wall For Withhold Management 1.9 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KROGER CO., THE Ticker: KR Security ID: 501044101 Meeting Date: JUN 24, 2004 Meeting Type: Annual Record Date: APR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Clendenin For For Management 1.2 Elect Director David B. Dillon For For Management 1.3 Elect Director David B. Lewis For For Management 1.4 Elect Director Don W. McGeorge For For Management 1.5 Elect Director W. Rodney McMullen For For Management 1.6 Elect Director Susan M. Phillips For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against Against Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder 5 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- LEXMARK INTERNATIONAL, INC. Ticker: LXK Security ID: 529771107 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank T. Cary For For Management 1.2 Elect Director Paul J. Curlander For For Management 1.3 Elect Director Martin D. Walker For For Management 1.4 Elect Director James F. Hardymon For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LIBERTY MEDIA CORP. Ticker: L Security ID: 530718105 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: APR 21, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert R. Bennett For For Management 1.2 Elect Director Paul A. Gould For For Management 1.3 Elect Director John C. Malone For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MAY DEPARTMENT STORES CO., THE Ticker: MAY Security ID: 577778103 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene S. Kahn For For Management 1.2 Elect Director Helene L. Kaplan For For Management 1.3 Elect Director James M. Kilts For For Management 1.4 Elect Director Russell E. Palmer For For Management 1.5 Elect Director William P. Stiritz For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Wendell For For Management 1.2 Elect Director William G. Bowen For For Management 1.3 Elect Director William M. Daley For For Management 1.4 Elect Director Thomas E. Shenk For For Management 1.5 Elect Director Wendell P. Weeks For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Prohibit Awards to Executives Against Against Shareholder 5 Develop Ethical Criteria for Patent Against Against Shareholder Extension 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Contributions Against Against Shareholder 8 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David K. Newbigging For For Management 1.2 Elect Director Joseph W. Prueher For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Curtis H. Barnette For For Management 1.2 Elect Director John C. Danforth For Withhold Management 1.3 Elect Director Burton A. Dole, Jr. For For Management 1.4 Elect Director Harry P. Kamen For Withhold Management 1.5 Elect Director Charles M. Leighton For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Ratify Auditors For For Management 6 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven C. Beering For For Management 1.2 Elect Director Dennis E. Foster For For Management 1.3 Elect Director Richard L. Thompson For For Management 1.4 Elect Director Carolyn Y. Woo For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NKCAF Security ID: 654902204 Meeting Date: MAR 25, 2004 Meeting Type: Annual Record Date: JAN 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE INCOME STATEMENTS AND THE For For Management BALANCE SHEETS. 2 APPROVAL OF A DIVIDEND OF EUR 0.30 PER For For Management SHARE. 3 APPROVAL OF THE DISCHARGE OF THE For For Management CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY. 4.1 Elect Director Paul J. Collins For For Management 4.2 Elect Director Georg Ehrnrooth For For Management 4.3 Elect Director Bengt Holmstrom For For Management 4.4 Elect Director Per Karlsson For For Management 4.5 Elect Director Jorma Ollila For For Management 4.6 Elect Director Marjorie Scardino For For Management 4.7 Elect Director Vesa Vainio For For Management 4.8 Elect Director Arne Wessberg For For Management 5 Ratify Auditors For For Management 6 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY 7 APPROVAL OF THE AUTHORIZATION TO THE For For Management BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 8 APPROVAL OF THE AUTHORIZATION TO THE For For Management BOARD TO REPURCHASE NOKIA SHARES. 9 APPROVAL OF THE AUTHORIZATION TO THE For For Management BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY. 10 APPROVAL OF THE PROPOSAL OF THE BOARD TO For For Management INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION. 11 MARK THE FOR BOX IF YOU WISH TO None Against Management INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR - -------------------------------------------------------------------------------- NOVELLUS SYSTEMS, INC. Ticker: NVLS Security ID: 670008101 Meeting Date: APR 16, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard S. Hill For For Management 1.2 Elect Director Neil R. Bonke For For Management 1.3 Elect Director Youssef A. El-Mansy For For Management 1.4 Elect Director J. David Litster For For Management 1.5 Elect Director Yoshio Nishi For For Management 1.6 Elect Director Glen G. Possley For For Management 1.7 Elect Director Ann D. Rhoads For For Management 1.8 Elect Director William R. Spivey For For Management 1.9 Elect Director Delbert A. Whitaker For For Management 2 Ratify Auditors For For Management 3 Provision of Non-Audit Services by Against Against Shareholder Independent Auditors 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- PARKER-HANNIFIN CORP. Ticker: PH Security ID: 701094104 Meeting Date: OCT 22, 2003 Meeting Type: Annual Record Date: AUG 29, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Duane E. Collins For For Management 1.2 Elect Director Robert J. Kohlhepp For For Management 1.3 Elect Director Giulio Mazzalupi For For Management 1.4 Elect Director Klaus-Peter Muller For For Management 1.5 Elect Director Allan L. Rayfield For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. Mckinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Franklin D. Raines For For Management 1.13 Elect Director Ruth J. Simmons For For Management 1.14 Elect Director William C. Steere, Jr. For For Management 1.15 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 5 Cease Political Contributions/Activities Against Against Shareholder 6 Report on Political Against Against Shareholder Contributions/Activities 7 Establish Term Limits for Directors Against Against Shareholder 8 Report on Drug Pricing Against Against Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 Amend Animal Testing Policy Against Against Shareholder - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Chellgren For For Management 1.2 Elect Director Robert Clay For For Management 1.3 Elect Director J. Gary Cooper For For Management 1.4 Elect Director George Davidson, Jr. For For Management 1.5 Elect Director Richard Kelson For For Management 1.6 Elect Director Bruce Lindsay For For Management 1.7 Elect Director Anthony Massaro For For Management 1.8 Elect Director Thomas O'Brien For For Management 1.9 Elect Director Jane Pepper For For Management 1.10 Elect Director James Rohr For For Management 1.11 Elect Director Lorene Steffes For For Management 1.12 Elect Director Dennis Strigl For For Management 1.13 Elect Director Stephen Thieke For For Management 1.14 Elect Director Thomas Usher For For Management 1.15 Elect Director Milton Washington For For Management 1.16 Elect Director Helge Wehmeier For For Management - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director Victoria F. Haynes For For Management 1.4 Elect Director Allen J. Krowe For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INC. Ticker: PEG Security ID: 744573106 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert R. Gamper, Jr. For For Management 1.2 Elect Director Ernest H. Drew For For Management 1.3 Elect Director William V. Hickey For For Management 1.4 Elect Director Richard J. Swift For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Require Two Candidates for Each Board Against Against Shareholder Seat - -------------------------------------------------------------------------------- ROHM AND HAAS CO. Ticker: ROH Security ID: 775371107 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Avery For For Management 1.2 Elect Director J. Michael Fitzpatrick For For Management 1.3 Elect Director Earl G. Graves, Sr. For For Management 1.4 Elect Director Raj L. Gupta For For Management 1.5 Elect Director David W. Haas For For Management 1.6 Elect Director Thomas W. Haas For For Management 1.7 Elect Director James A. Henderson For For Management 1.8 Elect Director Richard L. Keyser For For Management 1.9 Elect Director Jorge P. Montoya For For Management 1.10 Elect Director Sandra O. Moose For For Management 1.11 Elect Director Gilbert S. Omenn For For Management 1.12 Elect Director Gary L. Rogers For For Management 1.13 Elect Director Ronaldo H. Schmitz For For Management 1.14 Elect Director Marna C. Whittington For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management 6 Other Business For Against Management - -------------------------------------------------------------------------------- ROYAL DUTCH PETROLEUM CO. Ticker: RD Security ID: 780257804 Meeting Date: JUN 28, 2004 Meeting Type: Annual Record Date: MAY 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 FINALIZATION OF THE BALANCE SHEET AS AT For For Management DECEMBER 31, 2003, THE PROFIT AND LOSS ACCOUNT FOR THE YEAR 2003 AND THE NOTES TO THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT. 2 DECLARATION OF THE TOTAL DIVIDEND FOR THE For For Management YEAR 2003. 3 DISCHARGE OF THE MANAGING DIRECTORS OF For Against Management RESPONSIBILITY IN RESPECT OF THEIR MANAGEMENT FOR THE YEAR 2003. 4 DISCHARGE OF THE MEMBERS OF THE For Against Management SUPERVISORY BOARD OF RESPONSIBILITY FOR THEIR SUPERVISION FOR THE YEAR 2003. 5 APPOINTMENT OF MS. L.Z. COOK AS A For For Management MANAGING DIRECTOR OF THE COMPANY.* 6 APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A For For Management MEMBER OF THE SUPERVISORY BOARD.* 7 APPOINTMENT OF MR. M.A. VAN DEN BERGH AS For For Management A MEMBER OF THE SUPERVISORY BOARD OWING TO RETIREMENT BY ROTATION.* 8 REDUCTION OF THE ISSUED SHARE CAPITAL For For Management WITH A VIEW TO CANCELLA- TION OF THE SHARES ACQUIRED BY THE COMPANY IN ITS OWN CAPITAL. 9 AUTHORIZATION OF THE BOARD OF MANAGEMENT, For For Management PURSUANT TO ARTICLE 98, BOOK 2 OF THE NETHERLANDS CIVIL CODE, AS THE COMPETENT BODY TO ACQUIRE SHARES IN THE CAPITAL OF THE COMPANY. - -------------------------------------------------------------------------------- SBC COMMUNICATIONS INC. Ticker: SBC Security ID: 78387G103 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Barnes For For Management 1.2 Elect Director James A. Henderson For For Management 1.3 Elect Director John B. McCoy For For Management 1.4 Elect Director S. Donley Ritchey For For Management 1.5 Elect Director Joyce M. Roche For For Management 1.6 Elect Director Patricia P. Upton For For Management 2 Ratify Auditors For For Management 3 Amend Bylaws For For Management 4 Report on Political Against Against Shareholder Contributions/Activities 5 Change Size of Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred Hassan For For Management 1.2 Elect Director Philip Leder, M.D. For For Management 1.3 Elect Director Eugene R. McGrath For For Management 1.4 Elect Director Richard de J. Osborne For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director A. Lajous For For Management 1.6 Elect Director A. Levy-Lang For For Management 1.7 Elect Director D. Primat For For Management 1.8 Elect Director T. Sandvold For For Management 1.9 Elect Director N. Seydoux For For Management 1.10 Elect Director L.G. Stuntz For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 STOCK For For Management AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Management - -------------------------------------------------------------------------------- SCOTTISH POWER PLC Ticker: SPI Security ID: 81013T705 Meeting Date: JUL 23, 2004 Meeting Type: Annual Record Date: JUN 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS For For Management FOR THE YEAR ENDED MARCH 31, 2004. 2 TO APPROVE THE REMUNERATION REPORT. For For Management 3 TO ELECT VICKY BAILEY AS A DIRECTOR. For For Management 4 TO ELECT PHILIP CARROLL AS A DIRECTOR. For For Management 5 TO ELECT JUDI JOHANSEN AS A DIRECTOR. For For Management 6 TO ELECT SIMON LOWTH AS A DIRECTOR. For For Management 7 TO ELECT NANCY WILGENBUSCH AS A DIRECTOR. For For Management 8 TO RE-ELECT EUAN BAIRD AS A DIRECTOR. For For Management 9 TO RE-ELECT IAN RUSSELL AS A DIRECTOR. For For Management 10 Ratify Auditors For For Management 11 TO AUTHORIZE THE COMPANY TO MAKE For For Management DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE. 12 TO RENEW THE AUTHORITY OF THE DIRECTORS For For Management TO DISAPPLY PRE-EMPTION RIGHTS. 13 TO RENEW THE AUTHORITY OF THE COMPANY TO For For Management PURCHASE ITS OWN SHARES. 14 TO AMEND THE ARTICLES OF ASSOCIATION AS For For Management DETAILED IN THE NOTICE OF MEETING. - -------------------------------------------------------------------------------- SPRINT CORP. Ticker: FON Security ID: 852061100 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon M. Bethune For For Management 1.2 Elect Director E. Linn Draper, Jr. For For Management 1.3 Elect Director Deborah A. Henretta For For Management 1.4 Elect Director Linda Koch Lorimer For For Management 2 Ratify Auditors For For Management 3 Performance- Based/Indexed Options Against Against Shareholder 4 Limit Executive Compensation Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Report on Foreign Outsourcing Against Against Shareholder - -------------------------------------------------------------------------------- ST. PAUL TRAVELERS COMPANIES, INC., THE Ticker: STA Security ID: 792860108 Meeting Date: JUL 28, 2004 Meeting Type: Annual Record Date: JUN 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard P. Berkowitz For For Management 1.2 Elect Director Kenneth J. Bialkin For For Management 1.3 Elect Director Carolyn H. Byrd For For Management 1.4 Elect Director John H. Dasburg For For Management 1.5 Elect Director Leslie B. Disharoon For For Management 1.6 Elect Director Janet M. Dolan For For Management 1.7 Elect Director Kenneth M. Duberstein For For Management 1.8 Elect Director Jay S. Fishman For For Management 1.9 Elect Director Lawrence G. Graev For For Management 1.10 Elect Director Meryl D. Hartzband For For Management 1.11 Elect Director Thomas R. Hodgson For For Management 1.12 Elect Director William H. Kling For For Management 1.13 Elect Director James A. Lawrence For For Management 1.14 Elect Director Robert I. Lipp For For Management 1.15 Elect Director Blythe J. McGarvie For For Management 1.16 Elect Director Glen D. Nelson, M.D. For For Management 1.17 Elect Director Clarence Otis, Jr. For For Management 1.18 Elect Director Jeffrey M. Peek For For Management 1.19 Elect Director Nancy A. Roseman For For Management 1.20 Elect Director Charles W. Scharf For For Management 1.21 Elect Director Gordon M. Sprenger For For Management 1.22 Elect Director Frank J. Tasco For For Management 1.23 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- SUNGARD DATA SYSTEMS INC. Ticker: SDS Security ID: 867363103 Meeting Date: MAY 14, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory S. Bentley For For Management 1.2 Elect Director Michael C. Brooks For For Management 1.3 Elect Director Cristobal Conde For For Management 1.4 Elect Director Ramon de Oliveira For For Management 1.5 Elect Director Henry C. Duques For For Management 1.6 Elect Director Albert A. Eisenstat For For Management 1.7 Elect Director Bernard Goldstein For For Management 1.8 Elect Director Janet Brutschea Haugen For For Management 1.9 Elect Director James L. Mann For For Management 1.10 Elect Director Malcolm I. Ruddock For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Ticker: STI Security ID: 867914103 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Hicks Lanier For For Management 1.2 Elect Director Larry L. Prince For For Management 1.3 Elect Director Frank S. Royal, M.D. For For Management 1.4 Elect Director Robert M. Beall, II For For Management 1.5 Elect Director Jeffrey C. Crowe For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- TORCHMARK CORP. Ticker: TMK Security ID: 891027104 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles E. Adair For For Management 1.2 Elect Director Joseph M. Farley For For Management 1.3 Elect Director C. B. Hudson For For Management 1.4 Elect Director Joseph L. Lanier, Jr. For For Management 1.5 Elect Director R. K. Richey For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Divest Investments in Tobacco Companies Against Against Shareholder - -------------------------------------------------------------------------------- TOTAL S.A. (FORMERLY TOTAL FINA ELF S.A ) Ticker: TOT Security ID: 89151E109 Meeting Date: MAY 14, 2004 Meeting Type: Annual Record Date: MAR 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF CERTAIN REPORTS AND OF THE For For Management PARENT COMPANY S FINANCIAL STATEMENTS 2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management STATEMENTS 3 ALLOCATION OF INCOME, APPROVAL OF THE For For Management DIVIDEND 4 AGREEMENTS MENTIONED IN ARTICLE L. 225-38 For For Management OF THE FRENCH COMMERCIAL CODE 5 AUTHORIZATION TO TRADE THE COMPANY S OWN For For Management SHARES 6 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management TO ISSUE DEBT SECURITIES AND/OR PERPETUAL SUBORDINATED NOTES FOR A MAXIMUM NOMINAL AMOUNT OF 10 BILLION EUROS 7.1 Elect Director Mr. Thierry Desmarest For For Management 7.2 Elect Director Mr. Thierry De Rudder For For Management 7.3 Elect Director Mr. Serge Tchuruk For For Management 8 APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR For For Management REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION 9 APPOINTMENT OF PHILIPPE MARCHANDISE AS A Against Against Management DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION 10 APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR Against Against Management REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION 11 APPOINTMENT OF ALAN CRAMER AS A DIRECTOR Against Against Management REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION 12 Ratify Auditors For For Management 13 RENEWAL OF STATUTORY AUDITORS For For Management 14 Ratify Auditors For For Management 15 Ratify Auditors For For Management 16 DETERMINATION OF THE TOTAL AMOUNT OF For For Management DIRECTORS COMPENSATION 17 AUTHORIZATION TO AWARD OPTIONS TO For For Management SUBSCRIBE FOR OR PURCHASE STOCK OF THE COMPANY IN FAVOUR OF THE MANAGEMENT AND KEY EMPLOYEES OF THE GROUP 18 AUTHORIZATION FOR ISSUING CONVERTIBLE OR For For Management OTHER EQUITY SECURITIES 19 AUTHORIZATION TO USE THE ABOVE DELEGATION For For Management WITHOUT MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHTS, BUT WITH AN OPTION TO GRANT A PRIORITY PERIOD 20 CAPITAL INCREASE RESERVED FOR EMPLOYEES For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90078109 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Long For For Management 1.2 Elect Director Martin B. Mcnamara For For Management 1.3 Elect Director Robert M. Sprague For For Management 1.4 Elect Director J. Michael Talbert For For Management 2 APPROVAL OF THE AMENDMENT OF OUR For For Management LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRAVELERS PROPERTY CASUALTY CORP. Ticker: TVCR Security ID: 89420G109 Meeting Date: MAR 19, 2004 Meeting Type: Special Record Date: FEB 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- TXU CORP. Ticker: TXU Security ID: 873168108 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Derek C. Bonham For For Management 1.2 Elect Director E. Gail de Planque For For Management 1.3 Elect Director William M. Griffin For For Management 1.4 Elect Director Kerney Laday For For Management 1.5 Elect Director Jack E. Little For For Management 1.6 Elect Director Erle Nye For For Management 1.7 Elect Director J.E. Oesterreicher For For Management 1.8 Elect Director Michael W. Ranger For For Management 1.9 Elect Director Herbert H. Richardson For For Management 1.10 Elect Director C. John Wilder For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Thomas H. O'Brien For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Require Majority of Independent Directors Against Against Shareholder on Board 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 7 Submit Executive Compensation to Vote Against Against Shareholder 8 Prohibit Awards to Executives Against Against Shareholder 9 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 10 Report on Political Against Against Shareholder Contributions/Activities 11 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 3, 2004 Meeting Type: Annual Record Date: JAN 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For Withhold Management 1.2 Elect Director John S. Chen For Withhold Management 1.3 Elect Director Michael D. Eisner For Withhold Management 1.4 Elect Director Judith L. Estrin For Withhold Management 1.5 Elect Director Robert A. Iger For Withhold Management 1.6 Elect Director Aylwin B. Lewis For Withhold Management 1.7 Elect Director Monica C. Lozano For Withhold Management 1.8 Elect Director Robert W. Matschullat For Withhold Management 1.9 Elect Director George J. Mitchell For Withhold Management 1.10 Elect Director Leo J. O'Donovan, S.J. For Withhold Management 1.11 Elect Director Gary L. Wilson For Withhold Management 2 Ratify Auditors For For Management 3 China Principles Against Against Shareholder 4 Report on Supplier Labor Standards in Against For Shareholder China 5 Report on Amusement Park Safety Against Against Shareholder - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Cynthia H. Milligan For For Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For For Management 1.11 Elect Director Judith M. Runstad For For Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For For Management 2 Approve Retirement Plan For For Management 3 Ratify Auditors For For Management 4 Expense Stock Options Against For Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clifford L. Alexander, For For Management Jr. 1.2 Elect Director Frank A. Bennack, Jr. For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Robert Essner For For Management 1.5 Elect Director John D. Feerick For For Management 1.6 Elect Director Robert Langer For For Management 1.7 Elect Director John P. Mascotte For For Management 1.8 Elect Director Mary Lake Polan For For Management 1.9 Elect Director Ivan G. Seidenberg For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director John R. Torell III For For Management 2 Ratify Auditors For For Management 3 Report on Drug Pricing Against Against Shareholder 4 Amend Animal Testing Policy Against Against Shareholder SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Morgan Stanley Value Fund ------------------------------------------------------------------- By (Signature and Title)* /s/ Ronald E. Robison Principal Executive Officer ------------------------------------------------------- Date August 27, 2004 --------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature. ================================================================================