State Street Research Institutional Funds N-PX Annual report of proxy voting record

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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number              811-09247

State Street Research Institutional Funds
(exact name of registrant as specified in charter)
One Financial Center,  Boston, MA	02111-2690
(address of principal executive office)	(zip code)
Richard S. Davis, President and Chief Executive Officer
State Street Research & Management Company
One Financial Center, Boston MA 02111-2690
(name and address of agent for service)

Registrant’s telephone number, including area code:		617-357-1200
Date of fiscal year end:	1/31
Date of reporting period:	7/1/03 - 6/30/04

Item 1.Proxy Voting Record.

Vote Summary Report

Jul 01, 2003 - Jun 30, 2004

State Street Research Institutional Large Cap Analyst Fund

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/03/04 - A	AFLAC Incorporated *AFL*		001055102			02/25/04		1,090
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Daniel P. Amos		For
	1.2	Elect Director John Shelby Amos II		For
	1.3	Elect Director Michael H. Armacost		Withhold
	1.4	Elect Director Kriss Cloninger III		For
	1.5	Elect Director Joe Frank Harris		For
	1.6	Elect Director Elizabeth J. Hudson		For
	1.7	Elect Director Kenneth S. Janke, Sr.		For
	1.8	Elect Director Douglas W. Johnson		For
	1.9	Elect Director Robert B. Johnson		For
	1.10	Elect Director Charles B. Knapp		For
	1.11	Elect Director Hidefumi Matsui		For
	1.12	Elect Director Nobuhiro Mori		For
	1.13	Elect Director E. Stephen Purdom, M.D.		For
	1.14	Elect Director Barbara K. Rimer, Ph.D.		For
	1.15	Elect Director Marvin R. Schuster		For
	1.16	Elect Director Glenn Vaughn, Jr.		For
	1.17	Elect Director Robert L. Wright		For
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/22/04 - A	AGCO Corp. *AG*		001084102			03/12/04		4,070
	1	Elect Directors		For	For		Mgmt
	2	Prepare Sustainability Report		Against	Against		ShrHoldr
01/22/04 - A	Air Products & Chemicals, Inc. *APD*		009158106			11/28/03		660
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/22/04 - A	ALLTEL Corp. *AT*		020039103			02/24/04		710
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Ammend EEO - Sexual Orientation		Against	Against		ShrHoldr

Mgmt Rec - Company Management Recommended Vote

1

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/29/04 - A	Altria Group, Inc. *MO*		02209S103			03/08/04		1,370
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Product Warnings for Pregnant Women		Against	Against		ShrHoldr
	4	Report on Health Risks Associated with Cigarette Filters		Against	Against		ShrHoldr
	5	Political Contributions/Activities		Against	Against		ShrHoldr
	6	Cease Use of Light and Ultra Light in Cigarette Marketing		Against	Against		ShrHoldr
	7	Place Canadian Style Warnings on Cigarette Packaging		Against	Against		ShrHoldr
	8	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/04/04 - A	Ambac Financial Group, Inc. *ABK*		023139108			03/09/04		510
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Amend Non-Employee Director Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
04/26/04 - A	American Express Co. *AXP*		025816109			02/27/04		2,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Establish Term Limits for Directors		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/19/04 - A	American International Group, Inc. *AIG*		026874107			03/26/04		2,210
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Approve Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	6	Divest from Tobacco Equities		Against	Against		ShrHoldr
	7	Link Executive Compensation to Predatory Lending		Against	Against		ShrHoldr

2

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/10/04 - A	American Power Conversion Corp. *APCC*		029066107			04/14/04		4,760
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Directors		For	Split		Mgmt
	2.1	Elect Director Rodger B. Dowdell, Jr.		For
	2.2	Elect Director Emanuel E. Landsman		For
	2.3	Elect Director Neil E. Rasmussen		For
	2.4	Elect Director Ervin F. Lyon		Withhold
	2.5	Elect Director James D. Gerson		For
	2.6	Elect Director John G. Kassakian		For
	2.7	Elect Director John F. Keane, Sr.		For
	2.8	Elect Director Ellen B. Richstone		For
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/13/04 - A	Amgen, Inc. *AMGN*		031162100			03/19/04		780
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frank J. Biondi, Jr.		For
	1.2	Elect Director Jerry D. Choate		Withhold
	1.3	Elect Director Frank C. Herringer		For
	1.4	Elect Director Gilbert S. Omenn		For
	2	Ratify Auditors		For	For		Mgmt
	3	Prepare Glass Ceiling Report		Against	Against		ShrHoldr
	4	Expense Stock Options		Against	Against		ShrHoldr
03/24/04 - A	Applied Materials, Inc. *AMAT*		038222105			01/30/04		3,320
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
04/22/04 - A	Arch Coal, Inc. *ACI*		039380100			03/01/04		380
	1	Elect Directors		For	For		Mgmt
04/22/04 - A	Avery Dennison Corp. *AVY*		053611109			02/23/04		690
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	4	Amend Executive Incentive Bonus Plan		For	For		Mgmt
03/17/04 - S	Bank of America Corp. *BAC*		060505104			01/26/04		930
	1	Approve Merger Agreement		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Adjourn Meeting		For	Against		Mgmt

3

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/26/04 - A	Bank of America Corp. *BAC*		060505104			04/07/04		1,450
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Change Date of Annual Meeting		Against	Against		ShrHoldr
	4	Adopt Nomination Procedures for the Board		Against	Against		ShrHoldr
	5	Charitable Contributions		Against	Against		ShrHoldr
	6	Establish Independent Committee to Review Mutual Fund Policy		Against	Against		ShrHoldr
	7	Adopt Standards Regarding Privacy and Information Security		Against	Against		ShrHoldr
06/24/04 - A	Best Buy Co., Inc. *BBY*		086516101			04/26/04		1,220
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
06/16/04 - A	BIOGEN IDEC INC *BIIB*		09062X103			04/20/04		914
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
06/06/03 - A	Biogen, Inc.		090597105			04/11/03		900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	5	Amend Employee Stock Purchase Plan		For	For		Mgmt
11/12/03 - S	Biogen, Inc.		090597105			09/25/03		710
	1	Approve Merger Agreement		For	For		Mgmt
	2	Adjourn Meeting		For	Against		Mgmt
01/22/04 - A	BJ Services Company *BJS*		055482103			12/05/03		880
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
		Shareholder Proposal
	3	Report on Foreign Operations Risk		Against	Against		ShrHoldr

4

Mtg Date/Type	Company/ Ballot Issues			Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/15/04 - A	BP PLC (Form. Bp Amoco Plc)			055622104			02/23/04		880
		Meeting for Holders of ADRs
	1	Elect Directors			For	For		Mgmt
	2	TO ELECT MR A BURGMANS AS A DIRECTOR			For	For		Mgmt
	3	Ratify Auditors			For	For		Mgmt
	4	TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY			For	For		Mgmt
	5	TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED AMOUNT			For	For		Mgmt
	6	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS			For	For		Mgmt
	7	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY			For	For		Mgmt
	8	TO AUTHORISE THE USE OF TREASURY SHARES FOR EMPLOYEE SHARE SCHEMES			For	For		Mgmt
	9	TO APPROVE THE DIRECTORS REMUNERATION REPORT			For	For		Mgmt
	10	TO DETERMINE THE LIMIT FOR THE AGGREGATE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS			For	For		Mgmt
	11	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE ACCOUNTS			For	For		Mgmt
	12	SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS			Against	Against		ShrHoldr
04/21/04 - A	Burlington Resources Inc. *BR*			122014103			02/23/04		770
	1	Elect Directors	��		For	Split		Mgmt
	1.1	Elect Director Barbara T. Alexander			For
	1.2	Elect Director Reuben V. Anderson			For
	1.3	Elect Director Laird I. Grant			For
	1.4	Elect Director Robert J. Harding			For
	1.5	Elect Director John T. LaMacchia			For
	1.6	Elect Director Randy L. Limbacher			For
	1.7	Elect Director James F. McDonald			For
	1.8	Elect Director Kenneth W. Orce			Withhold
	1.9	Elect Director Donald M. Roberts			For
	1.10	Elect Director James A. Runde			For
	1.11	Elect Director John F. Schwarz			For
	1.12	Elect Director Walter Scott, Jr.			Withhold
	1.13	Elect Director Bobby S. Shackouls			For
	1.14	Elect Director Steven J. Shapiro			For
	1.15	Elect Director William E. Wade, Jr.			For
	2	Approve Increase in Common Stock and a Stock Split			For	For		Mgmt
	3	Ratify Auditors			For	For		Mgmt

5

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/22/04 - S	Caremark Rx, Inc. *CMX*		141705103			02/05/04		1,300
	1	Increase Authorized Common Stock		For	For		Mgmt
	2	Approve Issuance of Stock in Connection with Merger Agreement		For	For		Mgmt
	3	Increase Authorized Preferred Stock		For	Against		Mgmt
	4	Approve Omnibus Stock Plan		For	For		Mgmt
	5	Allow Postponement or Adjournment of Special Meeting		For	Against		Mgmt
05/04/04 - A	Caremark Rx, Inc. *CMX*		141705103			04/01/04		1,860
	1	Elect Directors		For	For		Mgmt
06/23/03 - A	Carnival Corp. *CCL*		143658300			04/30/03		1,200
		Ordinary Business
	1	Elect M. Arison, R. Capen, R. Dickinson, A. Donald, P. Foschi, H. Frank, Baroness Hogg, A. Lanterman, M. Maidique, J. Parker, P. Ratcliffe, S. Subotnick, and U. Zucker as Directors		For	For		Mgmt
	2	Approve Amended and Restated Carnival Corporation 2002 Stock Plan		For	For		Mgmt
	3	Ratify PricewaterhouseCoopers LLP as Independent Certified Public Accountants		For	For		Mgmt
	4	Ratify PricewaterhouseCoopers LLP as Independent Auditors		For	For		Mgmt
	5	Authorize Audit Committee to Fix Remuneration of Auditors		For	For		Mgmt
	6	Receive Accounts and Reports for P&O Princess Cruises PLC (Now Called Carnival PLC) for the Year Ended December 31, 2002		For	For		Mgmt
	7	Approve Directors’ Remuneration Report of P&O Princess Cruises PLC (Now Called Carnival PLC)		For	For		Mgmt
	8	Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights		For	For		Mgmt
		Special Business
	9	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights		For	For		Mgmt
		Ordinary Business
	10	Reincorporate from Panama to a U.S. State		Against	Against		ShrHoldr
	11	Transact Other Business (Non-Voting)		None	None		Mgmt

6

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/22/04 - A	Carnival Corp. *CCL*		143658300			02/23/04		1,120
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS.		For	For		Mgmt
	4	TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.		For	For		Mgmt
	5	TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL PLC.		For	For		Mgmt
	6	TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.		For	For		Mgmt
	7	TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.		For	For		Mgmt
04/20/04 - A	Cendant Corporation *CD*		151313103			02/23/04		2,030
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	5	Limit Executive Compensation		Against	Against		ShrHoldr
05/12/04 - A	Charles River Laboratories International, Inc. *CRL*		159864107			03/15/04		890
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James C. Foster		For
	1.2	Elect Director Robert Cawthorn		For
	1.3	Elect Director Stephen D. Chubb		For
	1.4	Elect Director George E. Massaro		For
	1.5	Elect Director George M. Milne		Withhold
	1.6	Elect Director Douglas E. Rogers		For
	1.7	Elect Director Samuel O. Thier		For
	1.8	Elect Director William H. Waltrip		For
	2	Ratify Auditors		For	For		Mgmt

7

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/22/04 - A	Chico’s FAS, Inc. *CHS*		168615102			04/26/04		1,190
	1	Elect Directors		For	For		Mgmt
	2	Change Range for Size of the Board		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
11/11/03 - A	Cisco Systems, Inc. *CSCO*		17275R102			09/12/03		6,720
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Report on Company Products Used by the Government to Monitor the Internet		Against	Against		ShrHoldr
	5	Report on Pay Disparity		Against	Against		ShrHoldr
04/20/04 - A	Citigroup Inc. *C*		172967101			02/27/04		4,840
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Prohibit Awards to Executives		Against	Against		ShrHoldr
	6	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/26/04 - A	Comcast Corp. *CMCSA*		20030N101			03/15/04		3,170
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Restricted Stock Plan		For	For		Mgmt
	4	Amend Articles/Bylaws/Charter-Non-Routine		For	For		Mgmt
	5	Require Two-Thirds Majority of Independent Directors on Board		Against	For		ShrHoldr
	6	Political Contributions/Activities		Against	Against		ShrHoldr
	7	Nominate Two Directors for every open Directorships		Against	Against		ShrHoldr
	8	Limit Executive Compensation		Against	Against		ShrHoldr
	9	Adopt a Recapitalization Plan		Against	For		ShrHoldr

8

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/27/04 - A	Consol Energy, Inc. *CNX*		20854P109			03/09/04		450
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/18/04 - A	Cox Communications, Inc. *COX*		224044107			03/19/04		2,180
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director G. Dennis Berry		For
	1.2	Elect Director Janet M. Clarke		For
	1.3	Elect Director James C. Kennedy		For
	1.4	Elect Director Robert C. O’Leary		For
	1.5	Elect Director James O. Robbins		For
	1.6	Elect Director Rodney W. Schrock		For
	1.7	Elect Director Andrew J. Young		Withhold
	2	Approve Employee Stock Purchase Plan		For	For		Mgmt
05/12/04 - A	CVS Corporation *CVS*		126650100			03/15/04		3,100
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Limit Executive Compensation		Against	Against		ShrHoldr
05/18/04 - A	Dean Foods Company *DF*		242370104			03/26/04		1,240
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
07/18/03 - A	Dell Inc. *DELL*		247025109			05/23/03		2,100
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		For	For		Mgmt
	3	Change Company Name		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt

9

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/17/04 - A	Elan Corporation Plc		284131208			05/11/04		3,460
		Meeting for Holders of ADRs
	1	TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2003 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON.		For	For		Mgmt
	2	TO RE-ELECT MR. BRENDAN BOUSHEL WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		For	For		Mgmt
	3	TO RE-ELECT MR. JOHN GROOM WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		For	For		Mgmt
	4	TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		For	For		Mgmt
	5	TO RE-ELECT DR. DENNIS SELKOE WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		For	For		Mgmt
	6	TO RE-ELECT MR. DANIEL TULLY WHO RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY.		For	For		Mgmt
	7	TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.		For	For		Mgmt
	8	THAT THE BOARD OF DIRECTORS BE AUTHORISED TO ISSUE SHARE OPTIONS TO NON-EXECUTIVE DIRECTORS IN ACCORDANCE WITH THE TERMS OF THE ELAN CORPORATION, PLC 1996 CONSULTANT OPTION PLAN.		For	Against		Mgmt
	9	THAT THE ELAN CORPORATION, PLC 2004 RESTRICTED STOCK PLAN (THE RSU PLAN) BE APPROVED AND ADOPTED.		For	Against		Mgmt
	10	THAT THE ELAN CORPORATION, PLC EMPLOYEE EQUITY PURCHASE PLAN (THE ESPP) BE APPROVED AND ADOPTED.		For	For		Mgmt
	11	THAT THE DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED TO ALLOT AND ISSUE ALL RELEVANT SECURITIES OF THE COMPANY.		For	For		Mgmt
	12	THAT THE AUTHORISED SHARE CAPITAL OF THE COMPANY BE INCREASED FROM 30,002,500 TO 33,502,500.		For	For		Mgmt

10

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
	13	THAT, SUBJECT TO THE PASSING OF RESOLUTION 12 IN THE NOTICE OF THIS MEETING, THE ARTICLES OF ASSOCIATION BE AMENDED.		For	For		Mgmt
	14	THAT, SUBJECT TO THE PASSING OF RESOLUTION 11 IN THE NOTICE OF THE MEETING, THE DIRECTORS BE AND ARE HEREBY EMPOWERED TO ALLOT SECURITIES FOR CASH.		For	For		Mgmt
	15	THAT THE COMPANY AND/OR ANY SUBSIDIARY OF THE COMPANY BE AND IS HEREBY GENERALLY AUTHORIZED TO MAKE MARKET PURCHASES OF SHARES OF ANY CLASS OF THE COMPANY.		For	For		Mgmt
	16	THAT THE RE-ISSUE PRICE RANGE AT WHICH ANY TREASURY SHARES FOR THE TIME BEING HELD BY THE COMPANY MAY BE RE-ISSUED OFF-MARKET SHALL BE THE MAXIMUM PRICE EQUAL TO 120 PER CENT OF THE RELEVANT PRICE; AND THE MINIMUM PRICE EQUAL TO 95 PER CENT OF THE RELEVA		For	For		Mgmt
05/05/04 - A	EMC Corp. *EMC*		268648102			03/08/04		3,110
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	Limit Executive Compensation		Against	Against		ShrHoldr
05/04/04 - A	EOG Resources, Inc. *EOG*		26875P101			03/08/04		890
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Other Business		For	Against		Mgmt
04/27/04 - A	Exelon Corp. *EXC*		30161N101			03/01/04		880
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
05/26/04 - A	Exxon Mobil Corp. *XOM*		30231G102			04/05/04		2,950
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Non-Employee Director Restricted Stock Plan		For	For		Mgmt
	4	Affirm Political Nonpartisanship		Against	Against		ShrHoldr
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	6	Report on Equatorial Guinea		Against	Against		ShrHoldr
	7	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	8	Prohibit Awards to Executives		Against	Against		ShrHoldr
	9	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	10	Amend EEO Statement to Include Reference to Sexual Orientation		Against	Against		ShrHoldr
	11	Report on Climate Change Research		Against	Against		ShrHoldr

11

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/25/04 - A	Fannie Mae *FNM*		313586109			04/06/04		1,110
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Provide for Cumulative Voting		Against	Against		ShrHoldr
05/21/04 - A	Federated Department Stores, Inc. *FD*		31410H101			04/02/04		1,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Declassify the Board of Directors		Against	For		ShrHoldr
03/23/04 - A	Fifth Third Bancorp *FITB*		316773100			01/30/04		1,000
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Adopt Sexual Orientation Non-Discrimination Policy		None	For		ShrHoldr
10/28/03 - S	First Data Corp. *FDC*		319963104			09/08/03		1,720
	1	Approve Merger Agreement		For	For		Mgmt
05/19/04 - A	First Data Corp. *FDC*		319963104			03/22/04		1,930
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
08/11/03 - A	Forest Laboratories, Inc. *FRX*		345838106			06/20/03		1,090
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Howard Solomon		For
	1.2	Elect Director William J. Candee, III		For
	1.3	Elect Director George S. Cohan		For
	1.4	Elect Director Dan L. Goldwasser		For
	1.5	Elect Director Lester B. Salans, M.D.		For
	1.6	Elect Director Kenneth E. Goodman		For
	1.7	Elect Director Phillip M. Satow		Withhold
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

12

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/31/04 - A	Freddie Mac *FRE*		313400301			02/20/04		880
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/28/04 - A	General Electric Co. *GE*		369604103			03/01/04		4,320
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Provide for Cumulative Voting		Against	Against		ShrHoldr
	5	Eliminate Animal Testing		Against	Against		ShrHoldr
	6	Report on Nuclear Fuel Storage Risks		Against	Against		ShrHoldr
	7	Report on PCB Clean-up		Against	Against		ShrHoldr
	8	Report on Foreign Outsourcing		Against	Against		ShrHoldr
	9	Prepare Sustainability Report		Against	Against		ShrHoldr
	10	Limit Composition of Management Development and Compensation Committee to Independent Directors		Against	Against		ShrHoldr
	11	Report on Pay Disparity		Against	Against		ShrHoldr
	12	Limit Awards to Executives		Against	Against		ShrHoldr
	13	Limit Board Service for Other Companies		Against	Against		ShrHoldr
	14	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	15	Hire Advisor/Maximize Shareholder Value		Against	Against		ShrHoldr
	16	Adopt a Retention Ratio for Executives and Directors		Against	Against		ShrHoldr
	17	Require 70% to 80% Independent Board		Against	Against		ShrHoldr
	18	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/25/04 - A	Gilead Sciences, Inc. *GILD*		375558103			04/05/04		1,010
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Increase Authorized Common Stock		For	For		Mgmt

13

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/18/04 - A	Guidant Corp. *GDT*		401698105			03/11/04		1,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	For		ShrHoldr
05/27/04 - A	Home Depot, Inc. (The) *HD*		437076102			03/29/04		2,720
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Establish Term Limits for Directors		Against	Against		ShrHoldr
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	5	Performance- Based/Indexed Options		Against	For		ShrHoldr
	6	Adopt ILO Based Code of Conduct		Against	Against		ShrHoldr
	7	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	8	Require Affirmative Vote of the Majority of the Shares to Elect Directors		Against	Against		ShrHoldr
06/23/04 - A	IAC / INTERACTIVECORP *IACI*		45840Q101			04/29/04		5,100
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Richard N. Barton		For
	1.2	Elect Director Robert R. Bennett		Withhold
	1.3	Elect Director Edgar Bronfman, Jr.		Withhold
	1.4	Elect Director Barry Diller		For
	1.5	Elect Director Victor A. Kaufman		For
	1.6	Elect Director Donald R. Keough		For
	1.7	Elect Director Marie-Josee Kravis		For
	1.8	Elect Director John C. Malone		For
	1.9	Elect Director Steven Rattner		For
	1.10	Elect Director Gen. H.N. Schwarzkopf		For
	1.11	Elect Director Alan G. Spoon		For
	1.12	Elect Director Diane Von Furstenberg		For
	2	Ratify Auditors		For	For		Mgmt
05/07/04 - A	Illinois Tool Works Inc. *ITW*		452308109			03/09/04		460
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt

14

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/02/04 - A	Ingersoll-Rand Company Limited *IR*		G4776G101			04/02/04		610
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	ADOPTION OF AMENDED AND RESTATED INCENTIVE STOCK PLAN OF 1998.		For	For		Mgmt
	3	APPROVAL OF AMENDED AND RESTATED BYE-LAWS.		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS.		Against	For		ShrHoldr
	6	SHAREHOLDER PROPOSAL TO CHANGE THE COMPANY S JURISDICTION OF INCORPORATION.		Against	Against		ShrHoldr
	7	SHAREHOLDER PROPOSAL TO REQUIRE THE SEPARATION OF THE CHIEF EXECUTIVE OFFICER AND THE CHAIR OF THE BOARD.		Against	For		ShrHoldr
05/19/04 - A	Intel Corp. *INTC*		458140100			03/22/04		3,960
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Expense Stock Options		Against	For		ShrHoldr
	5	Limit/Prohibit Awards to Executives		Against	For		ShrHoldr
	6	Performance- Based/Indexed Options		Against	For		ShrHoldr
03/02/04 - A	International Game Technology *IGT*		459902102			01/02/04		2,110
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director G. Thomas Baker		For
	1.2	Elect Director Neil Barsky		For
	1.3	Elect Director Robert A. Bittman		For
	1.4	Elect Director Richard R. Burt		For
	1.5	Elect Director Leslie S. Heisz		For
	1.6	Elect Director Robert A. Mathewson		For
	1.7	Elect Director Thomas J. Matthews		For
	1.8	Elect Director Robert Miller		Withhold
	1.9	Elect Director Frederick B. Rentschler		For
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

15

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A	International Paper Co. *IP*		460146103			03/17/04		1,330
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Martha F. Brooks		For
	1.2	Elect Director James A. Henderson		For
	1.3	Elect Director Robert D. Kennedy		For
	1.4	Elect Director W. Craig McClelland		Withhold
	1.5	Elect Director Robert M. Amen		For
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Amend Omnibus Stock Plan		For	For		Mgmt
	5	Limit Executive Compensation		Against	Against		ShrHoldr
05/11/04 - A	ITT Industries, Inc. *ITT*		450911102			03/19/04		1,070
	1	Ratify Auditors		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
04/22/04 - A	Johnson & Johnson *JNJ*		478160104			02/24/04		720
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Cease Charitable Contributions		Against	Against		ShrHoldr
05/25/04 - A	JP Morgan Chase & Co. *JPM*		46625H100			04/02/04		2,850
	1	Approve Merger Agreement		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	5	Adjourn Meeting		For	Against		Mgmt
	6	Establish Term Limits for Directors		Against	Against		ShrHoldr
	7	Charitable Contributions		Against	Against		ShrHoldr
	8	Political Contributions		Against	Against		ShrHoldr
	9	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	10	Provide Adequate Disclosure for over the counter Derivatives		Against	Against		ShrHoldr
	11	Auditor Independence		Against	Against		ShrHoldr
	12	Submit Non-Employee Director Compensation to Vote		Against	Against		ShrHoldr
	13	Report on Pay Disparity		Against	Against		ShrHoldr
04/23/04 - A	Kellogg Co. *K*		487836108			03/04/04		1,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Genetically Modified Organisms (GMO)		Against	Against		ShrHoldr

16

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/02/04 - A	Lehman Brothers Holdings Inc. *LEH*		524908100			02/13/04		510
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/03/04 - A	MBNA Corp. *KRB*		55262L100			02/13/04		1,620
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James H. Berick		Withhold
	1.2	Elect Director Benjamin R. Civiletti		Withhold
	1.3	Elect Director Bruce L. Hammonds		For
	1.4	Elect Director William L. Jews		For
	1.5	Elect Director Randolph D. Lerner		For
	1.6	Elect Director Stuart L. Markowitz		For
	1.7	Elect Director William B. Milstead		For
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
08/28/03 - A	Medtronic, Inc. *MDT*		585055106			07/03/03		740
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Richard H. Anderson		For
	1.2	Elect Director Michael R. Bonsignore		For
	1.3	Elect Director Gordon M. Sprenger		Withhold
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
11/11/03 - A	Microsoft Corp. *MSFT*		594918104			09/12/03		8,200
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director William H. Gates, III		For
	1.2	Elect Director Steven A. Ballmer		For
	1.3	Elect Director James I. Cash, Jr., Ph.D.		For
	1.4	Elect Director Raymond V. Gilmartin		For
	1.5	Elect Director Ann McLaughlin Korologos		For
	1.6	Elect Director David F. Marquardt		For
	1.7	Elect Director Charles H. Noski		For
	1.8	Elect Director Dr. Helmut Panke		For
	1.9	Elect Director Wm. G. Reed, Jr.		For
	1.10	Elect Director Jon A. Shirley		Withhold
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
		Shareholder Proposal
	4	Refrain from Giving Charitable Contributions		Against	Against		ShrHoldr

17

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/20/04 - A	Morgan Stanley *MWD*		617446448			02/20/04		1,280
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr
	4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
07/25/03 - A	Mylan Laboratories Inc. *MYL*		628530107			05/23/03		1,260
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Milan Puskar		For
	1.2	Elect Director Robert J. Coury		For
	1.3	Elect Director Wendy Cameron		For
	1.4	Elect Director Laurence S. DeLynn		For
	1.5	Elect Director John C. Gaisford, M.D.		For
	1.6	Elect Director Douglas J. Leech		Withhold
	1.7	Elect Director Joseph C. Maroon, M.D.		For
	1.8	Elect Director Patricia A. Sunseri		For
	1.9	Elect Director C.B. Todd		For
	1.10	Elect Director Randall L. Vanderveen, Ph.D.		For
	1.11	Elect Director Stuart A. Williams, Esq.		For
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt

18

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
09/26/03 - A	National Semiconductor Corp. *NSM*		637640103			08/14/03		1,270
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Brian L. Halla		For
	1.2	Elect Director Steven R. Appleton		For
	1.3	Elect Director Gary P. Arnold		Withhold
	1.4	Elect Director Richard J. Danzig		For
	1.5	Elect Director Robert J. Frankenberg		For
	1.6	Elect Director E. Floyd Kvamme		For
	1.7	Elect Director Modesto A. Maidique		For
	1.8	Elect Director Edward R. Mccracken		For
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt
02/17/04 - A	Navistar International Corp. *NAV*		63934E108			01/05/04		760
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
10/15/03 - A	News Corporation Ltd.		652487703			10/13/03		1,130
	1	Elect Lachlan Murdoch as Director		For	For		Mgmt
	2	Elect Thomas Perkins as Director		For	For		Mgmt
	3	Elect Stanley Shuman as Director		For	For		Mgmt
	4	Elect Arthur Siskind as Director		For	For		Mgmt
	5	Approve Stock Option Plan Grants to Executive Directors		For	Against		Mgmt
	6	Approve Remuneration of Directors in the Amount of Up to AUD 1.85 Million		For	For		Mgmt
09/22/03 - A	Nike, Inc. *NKE*		654106103			07/25/03		600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Thomas E. Clarke as Class A Director		For
	1.2	Elect Director Ralph D. DeNunzio as Class A Director		For
	1.3	Elect Director Richard K. Donahue as Class A Director		Withhold
	1.4	Elect Director Delbert J. Hayes as Class A Director		For
	1.5	Elect Director Douglas G. Houser as Class A Director		For
	1.6	Elect Director Jeanne P. Jackson as Class A Director		For
	1.7	Elect Director Philip H. Knight as Class A Director		For
	1.8	Elect Director Charles W. Robinson as Class A Director		For
	1.9	Elect Director John R. Thompson, Jr. as Class A Director		Withhold
	1.10	Elect Director Jill K. Conway as Class B Director		For
	1.11	Elect Director Alan B. Graf, Jr. as Class B Director		For
	1.12	Elect Director John E. Jaqua as Class B Director		For
	1.13	Elect Director A. Michael Spence as Class B Director		For
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt

19

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/22/04 - A	Nordstrom, Inc. *JWN*		655664100			03/17/04		2,030
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
02/24/04 - A	Novartis AG		66987V109			01/30/04		3,230
		Meeting for Holders of ADRs
	1	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2003.		For	For		Mgmt
	2	APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS.		For	For		Mgmt
	3	APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.		For	For		Mgmt
	4	CONVERSION OF GENERAL RESERVES INTO FREE RESERVES.		For	For		Mgmt
	5	REDUCTION OF SHARE CAPITAL.		For	For		Mgmt
	6	FURTHER SHARE REPURCHASE PROGRAM.		For	For		Mgmt
	7	AMENDMENT TO THE ARTICLES OF INCORPORATION.		For	For		Mgmt
	8	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.		For	For		Mgmt
	9	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.		For	For		Mgmt
	10	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.		For	For		Mgmt
	11	Ratify Auditors		For	For		Mgmt

20

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/06/04 - A	Peabody Energy Corp. *BTU*		704549104			03/15/04		280
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
04/30/04 - A	Pentair, Inc. *PNR*		709631105			03/01/04		1,760
	1	Elect Directors		For	For		Mgmt
	2	Approve Outside Director Stock Options in Lieu of Cash		For	Against		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Employee Stock Purchase Plan		For	Against		Mgmt
	5	Approve Employee Stock Purchase Plan		For	Against		Mgmt
	6	Ratify Auditors		For	For		Mgmt
05/05/04 - A	PepsiCo, Inc. *PEP*		713448108			03/12/04		2,220
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic		Against	Against		ShrHoldr
04/27/04 - A	PerkinElmer Inc. *PKI*		714046109			02/27/04		1,820
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr

21

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/22/04 - A	Pfizer Inc. *PFE*		717081103			02/27/04		4,440
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic		Against	Against		ShrHoldr
	5	Cease Political Contributions/Activities		Against	Against		ShrHoldr
	6	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	7	Establish Term Limits for Directors		Against	Against		ShrHoldr
	8	Report on Drug Pricing		Against	Against		ShrHoldr
	9	Limit Awards to Executives		Against	Against		ShrHoldr
	10	Amend Animal Testing Policy		Against	Against		ShrHoldr
05/25/04 - A	Qwest Communications International Inc. *Q*		749121109			03/26/04		8,620
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		For	For		Mgmt
	3	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	4	Submit Executive Pension Benefit to Vote		Against	For		ShrHoldr
	5	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
05/11/04 - A	Radian Group Inc. *RDN*		750236101			03/15/04		850
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Amend Articles		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/20/04 - A	Sandisk Corp. *SNDK*		80004C101			03/30/04		1,770
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
01/26/04 - A	Sanmina-SCI Corp. *SANM*		800907107			12/01/03		4,950
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/30/04 - A	SBC Communications Inc. *SBC*		78387G103			03/02/04		2,610
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Bylaws		For	For		Mgmt
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Change Size of Board of Directors		Against	Against		ShrHoldr

22

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/30/04 - A	Starbucks Corp. *SBUX*		855244109			01/26/04		1,120
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
08/21/03 - A	Symantec Corp. *SYMC*		871503108			07/08/03		680
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Amend Stock Option Plan		For	Against		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
10/27/03 - S	Teva Pharmaceutical Industries		881624209			09/18/03		680
	1	Elect G. Shalev as an External Director		For	For		Mgmt
	2	Approve Increase in Remuneration of Directors other than the Chairman		For	For		Mgmt
04/15/04 - A	Texas Instruments Inc. *TXN*		882508104			02/17/04		1,170
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
05/18/04 - A	The Allstate Corp. *ALL*		020002101			03/19/04		900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	4	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	5	Provide for Cumulative Voting		Against	Against		ShrHoldr
04/13/04 - A	The Bank Of New York Co., Inc. *BK*		064057102			02/23/04		2,410
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	4	Report on Political Contributions		Against	Against		ShrHoldr
	5	Limit Executive Compensation		Against	Against		ShrHoldr
	6	Limit Composition of Committee to Independent Directors		Against	Against		ShrHoldr
	7	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr

23

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/21/04 - A	The Coca-Cola Company *KO*		191216100			02/23/04		2,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Herbert A. Allen		For
	1.2	Elect Director Ronald W. Allen		For
	1.3	Elect Director Cathleen P. Black		For
	1.4	Elect Director Warren E. Buffett		Withhold
	1.5	Elect Director Douglas N. Daft		For
	1.6	Elect Director Barry Diller		For
	1.7	Elect Director Donald R. Keough		For
	1.8	Elect Director Susan Bennett King		For
	1.9	Elect Director Maria Elena Lagomasino		For
	1.10	Elect Director Donald F. Mchenry		For
	1.11	Elect Director Robert L. Nardelli		For
	1.12	Elect Director Sam Nunn		For
	1.13	Elect Director J. Pedro Reinhard		For
	1.14	Elect Director James D. Robinson III		For
	1.15	Elect Director Peter V. Ueberroth		For
	1.16	Elect Director James B. Williams		For
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Operational Impact of HIV/AIDS Pandemic		For	For		ShrHoldr
	4	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	5	Prohibit Awards to Executives		Against	Against		ShrHoldr
	6	Submit Executive Compensation to Vote		Against	For		ShrHoldr
	7	Submit Executive Compensation to Vote		Against	Against		ShrHoldr
	8	Implement China Principles		Against	Against		ShrHoldr
	9	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/13/04 - A	The Dow Chemical Company *DOW*		260543103			03/15/04		2,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		For	For		Mgmt
	4	Report on Social Initiatives in Bhopal		Against	Against		ShrHoldr
05/12/04 - A	The Gap, Inc. *GPS*		364760108			03/15/04		1,890
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Limit Executive Compensation		Against	Against		ShrHoldr

24

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/20/04 - A	The Hartford Financial Services Group, Inc. *HIG*		416515104			03/22/04		1,830
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr
10/14/03 - A	The Procter & Gamble Company *PG*		742718109			08/01/03		1,050
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	Against		Mgmt
		Shareholder Proposals
	4	Declassify the Board of Directors		Against	For		ShrHoldr
	5	Label Genetically Engineered Foods		Against	Against		ShrHoldr
04/28/04 - A	The Sherwin-Williams Co. *SHW*		824348106			02/23/04		1,080
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James C. Boland		For
	1.2	Elect Director John G. Breen		For
	1.3	Elect Director Duane E. Collins		For
	1.4	Elect Director Christopher M. Connor		For
	1.5	Elect Director Daniel E. Evans		For
	1.6	Elect Director Susan J. Kropf		Withhold
	1.7	Elect Director Robert W. Mahoney		For
	1.8	Elect Director Gary E. McCullough		For
	1.9	Elect Director A. Malachi Mixon, III		For
	1.10	Elect Director Curtis E. Moll		Withhold
	1.11	Elect Director Joseph M. Scaminace		For
	1.12	Elect Director Richard K. Smucker		For
	2	Amend Bylaws		For	Against		Mgmt
	3	Amend Bylaws		For	For		Mgmt
	4	Amend Nomination Procedures for the Board		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt

25

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/03/04 - A	The Walt Disney Company *DIS*		254687106			01/16/04		5,440
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director John E. Bryson		For
	1.2	Elect Director John S. Chen		For
	1.3	Elect Director Michael D. Eisner		Withhold
	1.4	Elect Director Judith L. Estrin		For
	1.5	Elect Director Robert A. Iger		For
	1.6	Elect Director Aylwin B. Lewis		For
	1.7	Elect Director Monica C. Lozano		For
	1.8	Elect Director Robert W. Matschullat		For
	1.9	Elect Director George J. Mitchell		For
	1.10	Elect Director Leo J. O’Donovan, S.J.		For
	1.11	Elect Director Gary L. Wilson		For
	2	Ratify Auditors		For	For		Mgmt
	3	China Principles		Against	Against		ShrHoldr
	4	Report on Supplier Labor Standards in China		Against	For		ShrHoldr
	5	Report on Amusement Park Safety		Against	Against		ShrHoldr
05/06/04 - A	Tom Brown, Inc.		115660201			03/09/04		1,270
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director David M. Carmichael		For
	1.2	Elect Director Henry Groppe		Withhold
	1.3	Elect Director Edward W. LeBaron, Jr.		For
	1.4	Elect Director James D. Lightner		For
	1.5	Elect Director John C. Linehan		For
	1.6	Elect Director Wayne W. Murdy		For
	1.7	Elect Director James B. Wallace		For
	1.8	Elect Director Robert H. Whilden, Jr.		For
	2	Increase Authorized Common Stock		For	For		Mgmt
05/14/04 - A	Total S.A. (Formerly Total Fina Elf S.A)		89151E109			03/24/04		740
		Meeting for Holders of ADRs
	1	APPROVAL OF CERTAIN REPORTS AND OF THE PARENT COMPANY S FINANCIAL STATEMENTS		For	For		Mgmt
	2	APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS		For	For		Mgmt

26

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
	3	ALLOCATION OF INCOME, APPROVAL OF THE DIVIDEND		For	For		Mgmt
	4	AGREEMENTS MENTIONED IN ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE		For	For		Mgmt
	5	AUTHORIZATION TO TRADE THE COMPANY S OWN SHARES		For	For		Mgmt
	6	AUTHORIZATION FOR THE BOARD OF DIRECTORS TO ISSUE DEBT SECURITIES AND/OR PERPETUAL SUBORDINATED NOTES FOR A MAXIMUM NOMINAL AMOUNT OF 10 BILLION EUROS		For	For		Mgmt
	7	Elect Directors		For	For		Mgmt
	8	APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION		For	For		Mgmt
	9	APPOINTMENT OF PHILIPPE MARCHANDISE AS A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION		Against	Against		Mgmt
	10	APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION		Against	Against		Mgmt
	11	APPOINTMENT OF ALAN CRAMER AS A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN APPLICATION OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION		Against	Against		Mgmt
	12	Ratify Auditors		For	For		Mgmt
	13	RENEWAL OF STATUTORY AUDITORS		For	For		Mgmt
	14	Ratify Auditors		For	For		Mgmt
	15	Ratify Auditors		For	For		Mgmt
	16	DETERMINATION OF THE TOTAL AMOUNT OF DIRECTORS COMPENSATION		For	For		Mgmt
	17	AUTHORIZATION TO AWARD OPTIONS TO SUBSCRIBE FOR OR PURCHASE STOCK OF THE COMPANY IN FAVOUR OF THE MANAGEMENT AND KEY EMPLOYEES OF THE GROUP		For	For		Mgmt
	18	AUTHORIZATION FOR ISSUING CONVERTIBLE OR OTHER EQUITY SECURITIES		For	For		Mgmt

27

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
	19	AUTHORIZATION TO USE THE ABOVE DELEGATION WITHOUT MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHTS, BUT WITH AN OPTION TO GRANT A PRIORITY PERIOD		For	For		Mgmt
	20	CAPITAL INCREASE RESERVED FOR EMPLOYEES		For	For		Mgmt
05/06/04 - A	United Parcel Service, Inc. *UPS*		911312106			03/08/04		500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/14/04 - A	United Technologies Corp. *UTX*		913017109			02/17/04		950
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Disclosure of Executive Compensation		Against	Against		ShrHoldr
	4	Develop Ethical Criteria for Military Contracts		Against	Against		ShrHoldr
	5	Performance-Based/Indexed Options		Against	For		ShrHoldr
	6	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/12/04 - A	Univision Communications Inc. *UVN*		914906102			03/15/04		920
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
04/28/04 - A	Verizon Communications *VZ*		92343V104			03/01/04		3,020
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Restore or Provide for Cumulative Voting		Against	Against		ShrHoldr
	4	Require Majority of Independent Directors on Board		Against	Against		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	7	Submit Executive Compensation to Vote		Against	For		ShrHoldr
	8	Prohibit Awards to Executives		Against	Against		ShrHoldr
	9	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	10	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	11	Cease Charitable Contributions		Against	Against		ShrHoldr

28

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/20/04 - A	Wachovia Corp. *WB*		929903102			02/18/04		1,210
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Require Two Candidates for Each Board Seat		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
06/06/03 - A	Wal-Mart Stores, Inc. *WMT*		931142103			04/08/03		2,000
	1	Elect Directors		For	For		Mgmt
	2	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
	5	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr
	6	Performance-Based/Indexed Options		Against	Against		ShrHoldr
	7	Report on Impact of Genetically Engineered Foods		Against	Against		ShrHoldr
	8	Report on EEOC-Related Activities		Against	Against		ShrHoldr
	9	Implement and Monitor Code of Corporate Conduct - ILO Standards		Against	Against		ShrHoldr
	10	Submit Executive Compensation to Vote		Against	For		ShrHoldr
06/28/04 - S	WellPoint Health Networks Inc. *WLP*		94973H108			05/10/04		390
	1	Approve Merger Agreement		For	For		Mgmt
04/27/04 - A	Wells Fargo & Company *WFC*		949746101			03/09/04		1,830
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director J.A. Blanchard III		For
	1.2	Elect Director Susan E. Engel		For
	1.3	Elect Director Enrique Hernandez, Jr.		For
	1.4	Elect Director Robert L. Joss		For
	1.5	Elect Director Reatha Clark King		For
	1.6	Elect Director Richard M. Kovacevich		For
	1.7	Elect Director Richard D. McCormick		For
	1.8	Elect Director Cynthia H. Milligan		For

29

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
	1.9	Elect Director Philip J. Quigley		For
	1.10	Elect Director Donald B. Rice		Withhold
	1.11	Elect Director Judith M. Runstad		Withhold
	1.12	Elect Director Stephen W. Sanger		For
	1.13	Elect Director Susan G. Swenson		For
	1.14	Elect Director Michael W. Wright		Withhold
	2	Approve Retirement Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Expense Stock Options		Against	Against		ShrHoldr
	5	Limit Executive Compensation		Against	Against		ShrHoldr
	6	Link Executive Compensation to Social Issues		Against	Against		ShrHoldr
	7	Report on Political Contributions/Activities		Against	Against		ShrHoldr
03/22/04 - A	Whole Foods Market, Inc. *WFMI*		966837106			01/22/04		530
	1	Elect Directors		For	For		Mgmt
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
05/07/04 - A	WILLIS GROUP HOLDINGS LTD *WSH*		G96655108			03/09/04		2,110
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/21/04 - A	Yahoo!, Inc. *YHOO*		984332106			03/25/04		2,150
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Expense Stock Options		Against	For		ShrHoldr

30

Vote Summary Report

Jul 01, 2003 - Jun 30, 2004

State Street Research Institutional Large Cap Growth

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	Allergan, Inc. *AGN*		018490102			03/08/04		323
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Handel E. Evans		For
	1.2	Elect Director Michael R. Gallagher		For
	1.3	Elect Director Gavin S. Herbert		Withhold
	1.4	Elect Director Stephen J. Ryan		For
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
	4	Separate Chairman and CEO Positions		Against	For		ShrHoldr
04/26/04 - A	American Express Co. *AXP*		025816109			02/27/04		1,379
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Establish Term Limits for Directors		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/19/04 - A	American International Group, Inc. *AIG*		026874107			03/26/04		1,182
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Approve Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	6	Divest from Tobacco Equities		Against	Against		ShrHoldr
	7	Link Executive Compensation to Predatory Lending		Against	Against		ShrHoldr
06/10/04 - A	American Power Conversion Corp. *APCC*		029066107			04/14/04		1,730
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Directors		For	Split		Mgmt
	2.1	Elect Director Rodger B. Dowdell, Jr.		For
	2.2	Elect Director Emanuel E. Landsman		For
	2.3	Elect Director Neil E. Rasmussen		For
	2.4	Elect Director Ervin F. Lyon		Withhold
	2.5	Elect Director James D. Gerson		For
	2.6	Elect Director John G. Kassakian		For
	2.7	Elect Director John F. Keane, Sr.		For
	2.8	Elect Director Ellen B. Richstone		For
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt

Mgmt Rec - Company Management Recommended Vote

31

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
02/10/04 - A	Ameritrade Holdings Corp. *AMTD*		03074K100			12/17/03		1,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Other Business		For	Against		Mgmt
05/13/04 - A	Amgen, Inc. *AMGN*		031162100			03/19/04		907
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frank J. Biondi, Jr.		For
	1.2	Elect Director Jerry D. Choate		Withhold
	1.3	Elect Director Frank C. Herringer		For
	1.4	Elect Director Gilbert S. Omenn		For
	2	Ratify Auditors		For	For		Mgmt
	3	Prepare Glass Ceiling Report		Against	Against		ShrHoldr
	4	Expense Stock Options		Against	Against		ShrHoldr
12/18/03 - S	Apache Corp. *APA*		037411105			10/29/03		1,600
	1	Increase Authorized Common Stock		For	For		Mgmt
03/24/04 - A	Applied Materials, Inc. *AMAT*		038222105			01/30/04		2,170
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
06/24/03 - A	Best Buy Co., Inc. *BBY*		086516101			05/02/03		3,222
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Robert T. Blanchard		Withhold
	1.2	Elect Director Elliot S. Kaplan		For
	1.3	Elect Director Richard M. Schulze		For
	1.4	Elect Director Hatim A. Tyabji		Withhold
	2	Ratify Auditors		For	Against		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt
06/16/04 - A	BIOGEN IDEC INC *BIIB*		09062X103			04/20/04		800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For	��	Mgmt

32

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/21/04 - A	Burlington Resources Inc. *BR*		122014103			02/23/04		548
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Barbara T. Alexander		For
	1.2	Elect Director Reuben V. Anderson		For
	1.3	Elect Director Laird I. Grant		For
	1.4	Elect Director Robert J. Harding		For
	1.5	Elect Director John T. LaMacchia		For
	1.6	Elect Director Randy L. Limbacher		For
	1.7	Elect Director James F. McDonald		For
	1.8	Elect Director Kenneth W. Orce		Withhold
	1.9	Elect Director Donald M. Roberts		For
	1.10	Elect Director James A. Runde		For
	1.11	Elect Director John F. Schwarz		For
	1.12	Elect Director Walter Scott, Jr.		Withhold
	1.13	Elect Director Bobby S. Shackouls		For
	1.14	Elect Director Steven J. Shapiro		For
	1.15	Elect Director William E. Wade, Jr.		For
	2	Approve Increase in Common Stock and a Stock Split		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/26/04 - A	Caesar’s Entertainment *CZR*		127687101			04/06/04		3,440
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
04/29/04 - A	Capital One Financial Corp. *COF*		14040H105			02/29/04		390
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
05/21/04 - A	Career Education Corp. *CECO*		141665109			03/23/04		1,210
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt

33

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/04 - A	Charles River Laboratories International, Inc. *CRL*		159864107			03/15/04		930
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James C. Foster		For
	1.2	Elect Director Robert Cawthorn		For
	1.3	Elect Director Stephen D. Chubb		For
	1.4	Elect Director George E. Massaro		For
	1.5	Elect Director George M. Milne		Withhold
	1.6	Elect Director Douglas E. Rogers		For
	1.7	Elect Director Samuel O. Thier		For
	1.8	Elect Director William H. Waltrip		For
	2	Ratify Auditors		For	For		Mgmt
05/27/04 - A	Chiron Corp. *CHIR*		170040109			03/29/04		720
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt
11/11/03 - A	Cisco Systems, Inc. *CSCO*		17275R102			09/12/03		26,475
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Report on Company Products Used by the Government to Monitor the Internet		Against	Against		ShrHoldr
	5	Report on Pay Disparity		Against	Against		ShrHoldr
04/20/04 - A	Citigroup Inc. *C*		172967101			02/27/04		1,720
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Prohibit Awards to Executives		Against	Against		ShrHoldr
	6	Separate Chairman and CEO Positions		Against	For		ShrHoldr
11/05/03 - A	Coach, Inc. *COH*		189754104			09/17/03		1,066
	1	Elect Directors		For	For		Mgmt

34

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/19/04 - A	Cypress Semiconductor Corp. *CY*		232806109			03/01/04		2,570
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
07/18/03 - A	Dell Inc. *DELL*		247025109			05/23/03		9,727
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		For	For		Mgmt
	3	Change Company Name		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
06/11/03 - A	Devon Energy Corp. *DVN*		25179M103			05/05/03		3,041
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
05/25/04 - A	Dollar General Corp. *DG*		256669102			03/22/04		1,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/04/04 - A	EOG Resources, Inc. *EOG*		26875P101			03/08/04		850
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Other Business		For	Against		Mgmt
08/08/03 - S	Expedia Inc		302125109			06/25/03		700
	1	Approve Merger Agreement		For	For		Mgmt
05/05/04 - A	Expeditors International Of Washington, Inc. *EXPD*		302130109			03/10/04		460
	1	Elect Directors		For	For		Mgmt
05/04/04 - A	Fairchild Semiconductor International, Inc. *FCS*		303726103			03/10/04		1,640
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/25/04 - A	Fannie Mae *FNM*		313586109			04/06/04		390
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Provide for Cumulative Voting		Against	Against		ShrHoldr

35

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
08/11/03 - A	Forest Laboratories, Inc. *FRX*		345838106			06/20/03		3,531
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Howard Solomon		For
	1.2	Elect Director William J. Candee, III		For
	1.3	Elect Director George S. Cohan		For
	1.4	Elect Director Dan L. Goldwasser		For
	1.5	Elect Director Lester B. Salans, M.D.		For
	1.6	Elect Director Kenneth E. Goodman		For
	1.7	Elect Director Phillip M. Satow		Withhold
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/16/04 - WC	Genentech, Inc. *DNA*		368710406			02/17/04		490
	1	Amend Articles/Bylaws/Charter-Non-Routine		For	For		Mgmt
	2	Elect Directors		For	Split		Mgmt
	2.1	Elect Director Herbert W. Boyer		Withhold
	2.2	Elect Director Arthur D. Levinson		For
	2.3	Elect Director Mark Richmond		For
	2.4	Elect Director Charles A. Sanders		For
	2.5	Elect Director William M. Burns		For
	2.6	Elect Director Erich Hunziker		For
	2.7	Elect Director Jonathan K.C. Knowles		Withhold
	3	Elect Director M. Burns		For	For		Mgmt
	4	Elect Director Erich Hunziker		For	For		Mgmt
	5	Elect Director Jonathan K.C. Knowles		For	For		Mgmt
	6	Increase Authorized Common Stock		For	For		Mgmt
	7	Approve Omnibus Stock Plan		For	Against		Mgmt
	8	Ratify Auditors		For	For		Mgmt

36

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	General Electric Co. *GE*		369604103			03/01/04		2,481
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Provide for Cumulative Voting		Against	Against		ShrHoldr
	5	Eliminate Animal Testing		Against	Against		ShrHoldr
	6	Report on Nuclear Fuel Storage Risks		Against	Against		ShrHoldr
	7	Report on PCB Clean-up		Against	Against		ShrHoldr
	8	Report on Foreign Outsourcing		Against	Against		ShrHoldr
	9	Prepare Sustainability Report		Against	Against		ShrHoldr
	10	Limit Composition of Management Development and Compensation Committee to Independent Directors		Against	Against		ShrHoldr
	11	Report on Pay Disparity		Against	Against		ShrHoldr
	12	Limit Awards to Executives		Against	Against		ShrHoldr
	13	Limit Board Service for Other Companies		Against	Against		ShrHoldr
	14	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	15	Hire Advisor/Maximize Shareholder Value		Against	Against		ShrHoldr
	16	Adopt a Retention Ratio for Executives and Directors		Against	Against		ShrHoldr
	17	Require 70% to 80% Independent Board		Against	Against		ShrHoldr
	18	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/25/04 - A	Gilead Sciences, Inc. *GILD*		375558103			04/05/04		290
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Increase Authorized Common Stock		For	For		Mgmt
05/18/04 - A	Guidant Corp. *GDT*		401698105			03/11/04		330
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	For		ShrHoldr
06/23/04 - A	IAC / INTERACTIVECORP *IACI*		45840Q101			04/29/04		1,140
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Richard N. Barton		For
	1.2	Elect Director Robert R. Bennett		Withhold
	1.3	Elect Director Edgar Bronfman, Jr.		Withhold
	1.4	Elect Director Barry Diller		For
	1.5	Elect Director Victor A. Kaufman		For
	1.6	Elect Director Donald R. Keough		For
	1.7	Elect Director Marie-Josee Kravis		For
	1.8	Elect Director John C. Malone		For
	1.9	Elect Director Steven Rattner		For
	1.10	Elect Director Gen. H.N. Schwarzkopf		For
	1.11	Elect Director Alan G. Spoon		For
	1.12	Elect Director Diane Von Furstenberg		For
	2	Ratify Auditors		For	For		Mgmt

37

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/19/04 - A	Intel Corp. *INTC*		458140100			03/22/04		3,879
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Expense Stock Options		Against	For		ShrHoldr
	5	Limit/Prohibit Awards to Executives		Against	For		ShrHoldr
	6	Performance- Based/Indexed Options		Against	For		ShrHoldr
03/02/04 - A	International Game Technology *IGT*		459902102			01/02/04		2,254
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director G. Thomas Baker		For
	1.2	Elect Director Neil Barsky		For
	1.3	Elect Director Robert A. Bittman		For
	1.4	Elect Director Richard R. Burt		For
	1.5	Elect Director Leslie S. Heisz		For
	1.6	Elect Director Robert A. Mathewson		For
	1.7	Elect Director Thomas J. Matthews		For
	1.8	Elect Director Robert Miller		Withhold
	1.9	Elect Director Frederick B. Rentschler		For
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/29/04 - A	Invitrogen Corp. *IVGN*		46185R100			02/27/04		370
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Amend Employee Stock Purchase Plan		For	For		Mgmt
04/22/04 - A	Johnson & Johnson *JNJ*		478160104			02/24/04		840
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Cease Charitable Contributions		Against	Against		ShrHoldr

38

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/16/04 - S	Juniper Networks, Inc. *JNPR*		48203R104			03/10/04		200
	1	Issue Shares in Connection with an Acquisition		For	For		Mgmt
11/05/03 - A	Linear Technology Corp. *LLTC*		535678106			09/08/03		5,242
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Robert H. Swanson, Jr.		Withhold
	1.2	Elect Director David S. Lee		For
	1.3	Elect Director Leo T. McCarthy		For
	1.4	Elect Director Richard M. Moley		For
	1.5	Elect Director Thomas S. Volpe		For
	2	Ratify Auditors		For	For		Mgmt
05/28/04 - A	Lowe *LOW*		548661107			04/01/04		896
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Leonard L. Berry		For
	1.2	Elect Director Paul Fulton		For
	1.3	Elect Director Dawn E. Hudson		Withhold
	1.4	Elect Director Marshall O. Larsen		For
	1.5	Elect Director Robert A. Niblock		For
	1.6	Elect Director Stephen F. Page		For
	1.7	Elect Director O. Temple Sloan, Jr.		For
	1.8	Elect Director Robert L. Tillman		For			��
	2	Ratify Auditors		For	For		Mgmt
04/27/04 - A	Manpower Inc. *MAN*		56418H100			02/17/04		851
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/03/04 - A	MBNA Corp. *KRB*		55262L100			02/13/04		2,350
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James H. Berick		Withhold
	1.2	Elect Director Benjamin R. Civiletti		Withhold
	1.3	Elect Director Bruce L. Hammonds		For
	1.4	Elect Director William L. Jews		For
	1.5	Elect Director Randolph D. Lerner		For
	1.6	Elect Director Stuart L. Markowitz		For
	1.7	Elect Director William B. Milstead		For
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr

39

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
08/28/03 - A	Medtronic, Inc. *MDT*		585055106			07/03/03		7,385
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Richard H. Anderson		For
	1.2	Elect Director Michael R. Bonsignore		For
	1.3	Elect Director Gordon M. Sprenger		Withhold
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
11/11/03 - A	Microsoft Corp. *MSFT*		594918104			09/12/03		27,932
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director William H. Gates, III		For
	1.2	Elect Director Steven A. Ballmer		For
	1.3	Elect Director James I. Cash, Jr., Ph.D.		For
	1.4	Elect Director Raymond V. Gilmartin		For
	1.5	Elect Director Ann McLaughlin Korologos		For
	1.6	Elect Director David F. Marquardt		For
	1.7	Elect Director Charles H. Noski		For
	1.8	Elect Director Dr. Helmut Panke		For
	1.9	Elect Director Wm. G. Reed, Jr.		For
	1.10	Elect Director Jon A. Shirley		Withhold
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
		Shareholder Proposal
	4	Refrain from Giving Charitable Contributions		Against	Against		ShrHoldr
05/07/04 - A	Millennium Pharmaceuticals, Inc. *MLNM*		599902103			03/10/04		1,960
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt

40

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	Millipore Corp. *MIL*		601073109			03/05/04		400
	1	Elect Directors		For	For		Mgmt
06/03/03 - A	Nabors Industries, Ltd. *NBR*		G6359F103			04/10/03		2,408
	1	Reelect E. Isenberg and J. Wexler as Class III Directors to Serve until the 2006 Annual General Meeting		For	For		Mgmt
	2	Appoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration		For	For		Mgmt
	3	Approve 2003 Employee Stock Plan		For	Against		Mgmt
	4	Transact Other Business (Non-Voting)		None	None		Mgmt
06/01/04 - A	Nabors Industries, Ltd. *NBR*		G6359F103			04/08/04		638
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	SHAREHOLDER PROPOSAL TO CHANGE NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE.		Against	Against		Mgmt
09/26/03 - A	National Semiconductor Corp. *NSM*		637640103			08/14/03		7,700
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Brian L. Halla		For
	1.2	Elect Director Steven R. Appleton		For
	1.3	Elect Director Gary P. Arnold		Withhold
	1.4	Elect Director Richard J. Danzig		For
	1.5	Elect Director Robert J. Frankenberg		For
	1.6	Elect Director E. Floyd Kvamme		For
	1.7	Elect Director Modesto A. Maidique		For
	1.8	Elect Director Edward R. Mccracken		For
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt

41

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/06/04 - A	Newfield Exploration Co. *NFX*		651290108			03/19/04		700
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
10/15/03 - A	News Corporation Ltd.		652487703			10/13/03		4,000
	1	Elect Lachlan Murdoch as Director		For	For		Mgmt
	2	Elect Thomas Perkins as Director		For	For		Mgmt
	3	Elect Stanley Shuman as Director		For	For		Mgmt
	4	Elect Arthur Siskind as Director		For	For		Mgmt
	5	Approve Stock Option Plan Grants to Executive Directors		For	Against		Mgmt
	6	Approve Remuneration of Directors in the Amount of Up to AUD 1.85 Million		For	For		Mgmt
09/22/03 - A	Nike, Inc. *NKE*		654106103			07/25/03		1,600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Thomas E. Clarke as Class A Director		For
	1.2	Elect Director Ralph D. DeNunzio as Class A Director		For
	1.3	Elect Director Richard K. Donahue as Class A Director		Withhold
	1.4	Elect Director Delbert J. Hayes as Class A Director		For
	1.5	Elect Director Douglas G. Houser as Class A Director		For
	1.6	Elect Director Jeanne P. Jackson as Class A Director		For
	1.7	Elect Director Philip H. Knight as Class A Director		For
	1.8	Elect Director Charles W. Robinson as Class A Director		For
	1.9	Elect Director John R. Thompson, Jr. as Class A Director		Withhold
	1.10	Elect Director Jill K. Conway as Class B Director		For
	1.11	Elect Director Alan B. Graf, Jr. as Class B Director		For
	1.12	Elect Director John E. Jaqua as Class B Director		For
	1.13	Elect Director A. Michael Spence as Class B Director		For
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt

42

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/22/04 - A	Nordstrom, Inc. *JWN*		655664100			03/17/04		1,040
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
02/24/04 - A	Novartis AG		66987V109			01/30/04		1,756
		Meeting for Holders of ADRs
	1	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2003.		For	For		Mgmt
	2	APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS.		For	For		Mgmt
	3	APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.		For	For		Mgmt
	4	CONVERSION OF GENERAL RESERVES INTO FREE RESERVES.		For	For		Mgmt
	5	REDUCTION OF SHARE CAPITAL.		For	For		Mgmt
	6	FURTHER SHARE REPURCHASE PROGRAM.		For	For		Mgmt
	7	AMENDMENT TO THE ARTICLES OF INCORPORATION.		For	For		Mgmt
	8	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.		For	For		Mgmt
	9	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.		For	For		Mgmt
	10	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.		For	For		Mgmt
	11	Ratify Auditors		For	For		Mgmt
04/22/04 - A	Pfizer Inc. *PFE*		717081103			02/27/04		4,795
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic		Against	Against		ShrHoldr
	5	Cease Political Contributions/Activities		Against	Against		ShrHoldr
	6	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	7	Establish Term Limits for Directors		Against	Against		ShrHoldr
	8	Report on Drug Pricing		Against	Against		ShrHoldr
	9	Limit Awards to Executives		Against	Against		ShrHoldr
	10	Amend Animal Testing Policy		Against	Against		ShrHoldr

43

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/14/04 - A	PMC-Sierra, Inc. *PMCS*		69344F106			03/15/04		1,680
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Robert Bailey		For
	1.2	Elect Director Alexandre Balkanski		For
	1.3	Elect Director Richard Belluzzo		For
	1.4	Elect Director James Diller		Withhold
	1.5	Elect Director Jonathan Judge		For
	1.6	Elect Director William Kurtz		For
	1.7	Elect Director Frank Marshall		For
	1.8	Elect Director Lewis Wilks		For
	2	Ratify Auditors		For	For		Mgmt
03/02/04 - A	QUALCOMM Inc. *QCOM*		747525103			01/02/04		780
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Adelia A. Coffman		Withhold
	1.2	Elect Director Raymond V. Dittamore		For
	1.3	Elect Director Irwin Mark Jacobs		For
	1.4	Elect Director Richard Sulpizio		For
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Declassify the Board of Directors		Against	For		ShrHoldr
05/20/04 - A	Sandisk Corp. *SNDK*		80004C101			03/30/04		790
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
01/26/04 - A	Sanmina-SCI Corp. *SANM*		800907107			12/01/03		3,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt

44

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/06/04 - A	Sap Ag		803054204			03/30/04		1,921
		Meeting for Holders of ADRs
	1	RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF THE FISCAL YEAR 2003		For	For		Mgmt
	2	RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2003		For	For		Mgmt
	3	RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2003		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	RESOLUTION ON ADJUSTMENTS TO SECTION 4 OF THE ARTICLES OF ASSOCIATION		For	For		Mgmt
	6	RESOLUTION ON THE AUTHORIZATION TO ACQUIRE AND USE TREASURY SHARES		For	For		Mgmt
	7	RESOLUTION ON THE AUTHORIZATION TO USE EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES		For	Against		Mgmt
05/13/04 - A	SLM Corp. *SLM*		78442P106			03/15/04		1,343
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/12/04 - A	St. Jude Medical, Inc. *STJ*		790849103			03/15/04		280
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Increase Authorized Common Stock		For	For		Mgmt
	5	Limit Executive Compensation		Against	Against		ShrHoldr
06/17/04 - A	Staples, Inc. *SPLS*		855030102			04/19/04		1,530
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Amend Employee Stock Purchase Plan		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
	6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	Against		ShrHoldr
	7	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	8	Limit Executive Compensation		Against	Against		ShrHoldr
	9	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr

45

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/30/04 - A	Starbucks Corp. *SBUX*		855244109			01/26/04		1,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/19/04 - A	Target Corporation *TGT*		87612E106			03/22/04		1,620
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
10/27/03 - S	Teva Pharmaceutical Industries		881624209			09/18/03		1,500
	1	Elect G. Shalev as an External Director		For	For		Mgmt
	2	Approve Increase in Remuneration of Directors other than the Chairman		For	For		Mgmt
04/15/04 - A	Texas Instruments Inc. *TXN*		882508104			02/17/04		1,930
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
11/19/03 - A	The Clorox Company *CLX*		189054109			09/22/03		2,537
	1	Elect Directors		For	For		Mgmt
	2	Approve Deferred Compensation Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/21/04 - A	The Coca-Cola Company *KO*		191216100			02/23/04		1,660
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Herbert A. Allen		For
	1.2	Elect Director Ronald W. Allen		For
	1.3	Elect Director Cathleen P. Black		For
	1.4	Elect Director Warren E. Buffett		Withhold
	1.5	Elect Director Douglas N. Daft		For
	1.6	Elect Director Barry Diller		For
	1.7	Elect Director Donald R. Keough		For
	1.8	Elect Director Susan Bennett King		For
	1.9	Elect Director Maria Elena Lagomasino		For
	1.10	Elect Director Donald F. Mchenry		For
	1.11	Elect Director Robert L. Nardelli		For
	1.12	Elect Director Sam Nunn		For
	1.13	Elect Director J. Pedro Reinhard		For
	1.14	Elect Director James D. Robinson III		For
	1.15	Elect Director Peter V. Ueberroth		For
	1.16	Elect Director James B. Williams		For
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Operational Impact of HIV/AIDS Pandemic		For	For		ShrHoldr
	4	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	5	Prohibit Awards to Executives		Against	Against		ShrHoldr
	6	Submit Executive Compensation to Vote		Against	For		ShrHoldr
	7	Submit Executive Compensation to Vote		Against	Against		ShrHoldr
	8	Implement China Principles		Against	Against		ShrHoldr
	9	Separate Chairman and CEO Positions		Against	For		ShrHoldr

46

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/31/04 - A	The Goldman Sachs Group, Inc. *GS*		38141G104			02/02/04		570
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr
10/14/03 - A	The Procter & Gamble Company *PG*		742718109			08/01/03		5,467
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	Against		Mgmt
		Shareholder Proposals
	4	Declassify the Board of Directors		Against	For		ShrHoldr
	5	Label Genetically Engineered Foods		Against	Against		ShrHoldr
03/03/04 - A	The Walt Disney Company *DIS*		254687106			01/16/04		4,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director John E. Bryson		For
	1.2	Elect Director John S. Chen		For
	1.3	Elect Director Michael D. Eisner		Withhold
	1.4	Elect Director Judith L. Estrin		For
	1.5	Elect Director Robert A. Iger		For
	1.6	Elect Director Aylwin B. Lewis		For
	1.7	Elect Director Monica C. Lozano		For
	1.8	Elect Director Robert W. Matschullat		For
	1.9	Elect Director George J. Mitchell		For
	1.10	Elect Director Leo J. O’Donovan, S.J.		For
	1.11	Elect Director Gary L. Wilson		For
	2	Ratify Auditors		For	For		Mgmt
	3	China Principles		Against	Against		ShrHoldr
	4	Report on Supplier Labor Standards in China		Against	For		ShrHoldr
	5	Report on Amusement Park Safety		Against	Against		ShrHoldr

47

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/04 - A	Univision Communications Inc. *UVN*		914906102			03/15/04		1,454
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
06/06/03 - A	Wal-Mart Stores, Inc. *WMT*		931142103			04/08/03		7,742
	1	Elect Directors		For	For		Mgmt
	2	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
	5	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr
	6	Performance-Based/Indexed Options		Against	Against		ShrHoldr
	7	Report on Impact of Genetically Engineered Foods		Against	Against		ShrHoldr
	8	Report on EEOC-Related Activities		Against	Against		ShrHoldr
	9	Implement and Monitor Code of Corporate Conduct - ILO Standards		Against	Against		ShrHoldr
	10	Submit Executive Compensation to Vote		Against	For		ShrHoldr
03/22/04 - A	Whole Foods Market, Inc. *WFMI*		966837106			01/22/04		481
	1	Elect Directors		For	For		Mgmt
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
05/21/04 - A	Yahoo!, Inc. *YHOO*		984332106			03/25/04		1,875
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Expense Stock Options		Against	For		ShrHoldr

48

Mtg
Date/Type Company/
Ballot Issues Security Mgmt
Rec Vote
Cast Record
Date Prpnent Shares
Voted

49

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)		State Street Research Institutional Funds
By (signature and title)*			/s/  Richard S. Davis
			Richard S. Davis, Principal Executive Officer
Date	August 31, 2004

* Print the name and title of each signing officer under his or her signature.

50