Lord Abbett Stock Appreciation Fund N-PX Annual report of proxy voting record

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number:  811-09597

LORD ABBETT LARGE-CAP GROWTH FUND

(Exact name of registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

Christina T. Simmons, Vice President & Assistant Secretary
90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

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

Date of fiscal year end:  7/31

Date of reporting period:  July 1, 2003 through June 30, 2004

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: 811-09597

Reporting Period: 07/01/2003 - 06/30/2004

Lord Abbett Large-Cap Growth Fund

LORD ABBETT LARGE-CAP GROWTH FUND

3M CO

Ticker:	MMM	Security ID:	88579Y101
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward A. Brennan	For	For	Management
1.2	Elect Director Michael L. Eskew	For	For	Management
1.3	Elect Director W. James McNerney, Jr.	For	For	Management
1.4	Elect Director Kevin W. Sharer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Separate Chairman and CEO Positions	Against	Against	Shareholder

ABBOTT LABORATORIES

Ticker:	ABT	Security ID:	002824100
Meeting Date:	APR 23, 2004	Meeting Type:	Annual
Record Date:	FEB 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Roxanne S. Austin	For	For	Management
1.2	Elect Director H.Laurance Fuller	For	For	Management
1.3	Elect Director Richard A. Gonzalez	For	For	Management
1.4	Elect Director Jack M. Greenberg	For	For	Management
1.5	Elect Director Jeffrey M. Leiden	For	For	Management
1.6	Elect Director David A. Lord Owen	For	For	Management
1.7	Elect Director Boone Powell Jr.	For	For	Management
1.8	Elect Director Addison Barry Rand	For	For	Management
1.9	Elect Director W.Ann Reynolds	For	For	Management
1.10	Elect Director Roy S. Roberts	For	For	Management
1.11	Elect Director William D. Smithburg	For	For	Management
1.12	Elect Director John R. Walter	For	For	Management
1.13	Elect Director Miles D. White	For	For	Management
2	Ratify Auditors	For	For	Management
3	Drug Pricing	Against	Against	Shareholder
4	Report on Political Contributions/Activities	Against	Against	Shareholder
5	Prohibit Awards to Executives	Against	Against	Shareholder
6	Report on Operational Imact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against	Shareholder

1

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. Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors	For	For	Management
2	Approve KPMG LLP as Independent Auditors and Authorize Board to Fix Their Remuneration	For	For	Management
3	Transact Other Business (Non-Voting)	None	None	Management

AGERE SYSTEMS INC

Ticker:	AGR.A	Security ID:	00845V209
Meeting Date:	FEB 19, 2004	Meeting Type:	Annual
Record Date:	DEC 22, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard L. Clemmer	For	For	Management
1.2	Elect Director John T. Dickson	For	For	Management

ALLERGAN, INC.

Ticker:	AGN	Security ID:	018490102
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Handel E. Evans	For	For	Management
1.2	Elect Director Michael R. Gallagher	For	For	Management
1.3	Elect Director Gavin S. Herbert	For	Withhold	Management
1.4	Elect Director Stephen J. Ryan	For	For	Management
2	Ratify Auditors	For	For	Management
3	Expense Stock Options	Against	For	Shareholder
4	Separate Chairman and CEO Positions	Against	For	Shareholder

AMAZON.COM, INC.

Ticker:	AMZN	Security ID:	023135106
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey P. Bezos	For	For	Management
1.2	Elect Director Tom A. Alberg	For	For	Management
1.3	Elect Director L. John Doerr	For	For	Management
1.4	Elect Director William B. Gordon	For	For	Management
1.5	Elect Director Myrtle S. Potter	For	For	Management
1.6	Elect Director Thomas O. Ryder	For	For	Management
1.7	Elect Director Patricia Q. Stonesifer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder

2

AMERICAN EXPRESS CO.

Ticker:	AXP	Security ID:	025816109
Meeting Date:	APR 26, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel F. Akerson	For	For	Management
1.2	Elect Director Charlene Barshefsky	For	For	Management
1.3	Elect Director William G. Bowen	For	For	Management
1.4	Elect Director Ursula M. Burns	For	For	Management
1.5	Elect Director Kenneth I. Chenault	For	For	Management
1.6	Elect Director Peter R. Dolan	For	For	Management
1.7	Elect Director Vernon E. Jordan, Jr.	For	For	Management
1.8	Elect Director Jan Leschly	For	For	Management
1.9	Elect Director Richard A. McGinn	For	For	Management
1.10	Elect Director Edward D. Miller	For	For	Management
1.11	Elect Director Frank P. Popoff	For	For	Management
1.12	Elect Director Robert D. Walter	For	For	Management
2	Ratify Auditors	For	For	Management
3	Establish Term Limits for Directors	Against	Against	Shareholder
4	Report on Political Contributions/Activities	Against	Against	Shareholder

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:	AIG	Security ID:	026874107
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M. Bernard Aidinoff	For	For	Management
1.2	Elect Director Pei-Yuan Chia	For	For	Management
1.3	Elect Director Marshall A. Cohen	For	For	Management
1.4	Elect Director Willaim S. Cohen	For	For	Management
1.5	Elect Director Martin S. Feldstein	For	For	Management
1.6	Elect Director Ellen V. Futter	For	For	Management
1.7	Elect Director Maurice R. Greenberg	For	For	Management
1.8	Elect Director Carla A. Hills	For	For	Management
1.9	Elect Director Frank J. Hoenemeyer	For	For	Management
1.10	Elect Director Richard C. Holbrooke	For	For	Management
1.11	Elect Director Donald P. Kanak	For	For	Management
1.12	Elect Director Howard I. Smith	For	For	Management
1.13	Elect Director Martin J. Sullivan	For	For	Management
1.14	Elect Director Edmund S.W. Tse	For	For	Management
1.15	Elect Director Frank G. Zarb	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Approve Non-Employee Director Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Report on Political Contributions/Activities	Against	Against	Shareholder
6	Divest from Tobacco Equities	Against	Against	Shareholder
7	Link Executive Compensation to Predatory Lending	Against	Against	Shareholder

3

AMGEN, INC.

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

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

ANALOG DEVICES, INC.

Ticker:	ADI	Security ID:	032654105
Meeting Date:	MAR 9, 2004	Meeting Type:	Annual
Record Date:	JAN 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jerald G. Fishman	For	For	Management
1.2	Elect Director F. Grant Saviers	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

ANHEUSER-BUSCH COMPANIES, INC.

Ticker:	BUD	Security ID:	035229103
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director August A. Busch III	For	For	Management
1.2	Elect Director Carlos Fernandez G.	For	For	Management
1.3	Elect Director James R. Jones	For	For	Management
1.4	Elect Director Andrew C. Taylor	For	For	Management
1.5	Elect Director Douglas A. Warner III	For	For	Management
2	Ratify Auditors	For	For	Management

4

APPLIED MATERIALS, INC.

Ticker:	AMAT	Security ID:	038222105
Meeting Date:	MAR 24, 2004	Meeting Type:	Annual
Record Date:	JAN 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael H. Armacost	For	For	Management
1.2	Elect Director Deborah A. Coleman	For	For	Management
1.3	Elect Director Herbert M. Dwight, Jr.	For	For	Management
1.4	Elect Director Philip V. Gerdine	For	For	Management
1.5	Elect Director Paul R. Low	For	For	Management
1.6	Elect Director Dan Maydan	For	For	Management
1.7	Elect Director Steven L. Miller	For	For	Management
1.8	Elect Director James C. Morgan	For	For	Management
1.9	Elect Director Gerhard H. Parker	For	For	Management
1.10	Elect Director Michael R. Splinter	For	For	Management
2	Amend Omnibus Stock Plan	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	For	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 Mutual Fund Policy	Against	Against	Shareholder
7	Adopt Standards Regarding Privacy and Information Security	Against	Against	Shareholder

5

BEST BUY CO., INC.

Ticker:	BBY	Security ID:	086516101
Meeting Date:	JUN 24, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Bradbury H. Anderson	For	For	Management
1.2	Elect Director K.J. Higgins Victor	For	For	Management
1.3	Elect Director Allen U. Lenzmeier	For	For	Management
1.4	Elect Director Frank D. Trestman	For	For	Management
1.5	Elect Director James C. Wetherbe	For	For	Management
1.6	Elect Director Ronald James	For	For	Management
1.7	Elect Director Matthew H. Paull	For	For	Management
1.8	Elect Director Mary A. Tolan	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

BIOGEN IDEC INC

Ticker:	BIIB	Security ID:	09062X103
Meeting Date:	JUN 16, 2004	Meeting Type:	Annual
Record Date:	APR 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan Belzer	For	For	Management
1.2	Elect Director Mary L. Good	For	For	Management
1.3	Elect Director James C. Mullen	For	For	Management
1.4	Elect Director Bruce R. Ross	For	For	Management
2	Ratify Auditors	For	For	Management

BIOMET, INC.

Ticker:	BMET	Security ID:	090613100
Meeting Date:	SEP 27, 2003	Meeting Type:	Annual
Record Date:	AUG 7, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jerry L. Ferguson	For	For	Management
1.2	Elect Director Daniel P. Hann	For	For	Management
1.3	Elect Director Thomas F. Kearns, Jr.	For	For	Management
1.4	Elect Director Dane A. Miller, Ph.D.	For	For	Management
2	Ratify Auditors	For	For	Management

6

BOSTON SCIENTIFIC CORP.

Ticker:	BSX	Security ID:	101137107
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ursula M. Burns	For	For	Management
1.2	Elect Director Marye Anne Fox	For	For	Management
1.3	Elect Director N.J. Nicholas, Jr.	For	For	Management
1.4	Elect Director John E. Pepper	For	For	Management
2	Ratify Auditors	For	For	Management

BOSTON SCIENTIFIC CORP.

Ticker:	BSX	Security ID:	101137107
Meeting Date:	OCT 6, 2003	Meeting Type:	Special
Record Date:	AUG 27, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Increase Authorized Common Stock	For	For	Management

BROADCOM CORP.

Ticker:	BRCM	Security ID:	111320107
Meeting Date:	APR 29, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George L. Farinsky	For	For	Management
1.2	Elect Director John Major	For	For	Management
1.3	Elect Director Alan E. Ross	For	For	Management
1.4	Elect Director Henry Samueli, Ph.D.	For	For	Management
1.5	Elect Director Robert E. Switz	For	For	Management
1.6	Elect Director Werner F. Wolfen	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management
3	Ratify Auditors	For	For	Management

CARDINAL HEALTH, INC.

Ticker:	CAH	Security ID:	14149Y108
Meeting Date:	NOV 5, 2003	Meeting Type:	Annual
Record Date:	SEP 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dave Bing	For	For	Management
1.2	Elect Director John F. Finn	For	For	Management
1.3	Elect Director John F. Havens	For	For	Management
1.4	Elect Director David W. Raisbeck	For	For	Management
1.5	Elect Director Robert D. Walter	For	For	Management

7

CARNIVAL CORP.

Ticker:	CCL	Security ID:	143658300
Meeting Date:	APR 22, 2004	Meeting Type:	Annual
Record Date:	FEB 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Micky Arison	For	For	Management
1.2	Elect Director Amb Richard G. Capen Jr	For	For	Management
1.3	Elect Director Robert H. Dickinson	For	For	Management
1.4	Elect Director Arnold W. Donald	For	For	Management
1.5	Elect Director Pier Luigi Foschi	For	For	Management
1.6	Elect Director Howard S. Frank	For	For	Management
1.7	Elect Director Baroness Hogg	For	For	Management
1.8	Elect Director A. Kirk Lanterman	For	For	Management
1.9	Elect Director Modesto A. Maidique	For	For	Management
1.10	Elect Director John P. Mcnulty	For	For	Management
1.11	Elect Director Peter Ratcliffe	For	For	Management
1.12	Elect Director Sir John Parker	For	For	Management
1.13	Elect Director Stuart Subotnick	For	For	Management
1.14	Elect Director Uzi Zucker	For	For	Management
2	Ratify Auditors	For	For	Management
3	TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS.	For	For	Management
4	TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.	For	For	Management
5	TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL PLC.	For	For	Management
6	TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.	For	For	Management
7	TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.	For	For	Management

CISCO SYSTEMS, INC.

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

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

8

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 Contributions/Activities	Against	Against	Shareholder
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	For	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

9

COACH, INC.

Ticker:	COH	Security ID:	189754104
Meeting Date:	NOV 5, 2003	Meeting Type:	Annual
Record Date:	SEP 17, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph Ellis	For	For	Management
1.2	Elect Director Lew Frankfort	For	For	Management
1.3	Elect Director Sally Frame Kasaks	For	For	Management
1.4	Elect Director Gary Loveman	For	For	Management
1.5	Elect Director Irene Miller	For	For	Management
1.6	Elect Director Keith Monda	For	For	Management
1.7	Elect Director Michael Murphy	For	Withhold	Management

COCA-COLA COMPANY, THE

Ticker:	KO	Security ID:	191216100
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	FEB 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Herbert A. Allen	For	For	Management
1.2	Elect Director Ronald W. Allen	For	For	Management
1.3	Elect Director Cathleen P. Black	For	For	Management
1.4	Elect Director Warren E. Buffett	For	Withhold	Management
1.5	Elect Director Douglas N. Daft	For	For	Management
1.6	Elect Director Barry Diller	For	For	Management
1.7	Elect Director Donald R. Keough	For	For	Management
1.8	Elect Director Susan Bennett King	For	For	Management
1.9	Elect Director Maria Elena Lagomasino	For	For	Management
1.10	Elect Director Donald F. Mchenry	For	For	Management
1.11	Elect Director Robert L. Nardelli	For	For	Management
1.12	Elect Director Sam Nunn	For	For	Management
1.13	Elect Director J. Pedro Reinhard	For	For	Management
1.14	Elect Director James D. Robinson III	For	For	Management
1.15	Elect Director Peter V. Ueberroth	For	For	Management
1.16	Elect Director James B. Williams	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Operational Impact of HIV/AIDS Pandemic	For	For	Shareholder
4	Report on Stock Option Distribution by Race and Gender	Against	Against	Shareholder
5	Prohibit Awards to Executives	Against	Against	Shareholder
6	Submit Executive Compensation to Vote	Against	For	Shareholder
7	Submit Executive Compensation to Vote	Against	Against	Shareholder
8	Implement China Principles	Against	Against	Shareholder
9	Separate Chairman and CEO Positions	Against	For	Shareholder

COLGATE-PALMOLIVE CO.

Ticker:	CL	Security ID:	194162103
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jill K. Conway	For	For	Management
1.2	Elect Director Ronald E. Ferguson	For	For	Management
1.3	Elect Director Carlos M. Gutierrez	For	For	Management
1.4	Elect Director Ellen M. Hancock	For	For	Management
1.5	Elect Director David W. Johnson	For	For	Management
1.6	Elect Director Richard J. Kogan	For	For	Management
1.7	Elect Director Delano E. Lewis	For	For	Management
1.8	Elect Director Reuben Mark	For	For	Management
1.9	Elect Director Elizabeth A. Monrad	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For	Shareholder
5	Adopt ILO Based Code of Conduct	Against	Against	Shareholder
6	Separate Chairman and CEO Positions	Against	For	Shareholder

10

COMCAST CORP.

Ticker:	CMCSA	Security ID:	20030N101
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director S. Decker Anstrom	For	For	Management
1.2	Elect Director C. Michael Armstrong	For	For	Management
1.3	Elect Director Kenneth J. Bacon	For	For	Management
1.4	Elect Director Sheldon M. Bonovitz	For	For	Management
1.5	Elect Director Julian A. Brodsky	For	For	Management
1.6	Elect Director Joseph L. Castle, II	For	For	Management
1.7	Elect Director J. Michael Cook	For	For	Management
1.8	Elect Director Brian L. Roberts	For	For	Management
1.9	Elect Director Ralph J. Roberts	For	For	Management
1.10	Elect Director Dr. Judith Rodin	For	For	Management
1.11	Elect Director Michael I. Sovern	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Restricted Stock Plan	For	For	Management
4	Amend Articles/Bylaws/Charter-Non-Routine	For	For	Management
5	Require Two-Thirds Majority of Independent Directors on Board	Against	Against	Shareholder
6	Political Contributions/Activities	Against	Against	Shareholder
7	Nominate Two Directors for every open Directorships	Against	Against	Shareholder
8	Limit Executive Compensation	Against	Against	Shareholder
9	Adopt a Recapitalization Plan	Against	For	Shareholder

COSTCO WHOLESALE CORPORATION

Ticker:	COST	Security ID:	22160K105
Meeting Date:	JAN 29, 2004	Meeting Type:	Annual
Record Date:	DEC 5, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Benjamin S. Carson, Sr., M.D. as Class II Director	For	For	Management
1.2	Elect Director Hamilton E. James as Class II Director	For	For	Management
1.3	Elect Director Jill S. Ruckelshaus as Class II Director	For	For	Management
1.4	Elect Director William H. Gates, II as Class II Director	For	For	Management
1.5	Elect Director Daniel J. Evans as Class I Director	For	For	Management
2	Declassify the Board of Directors	Against	For	Shareholder
3	Develop Land Procurement Policy	Against	Against	Shareholder
4	Ratify Auditors	For	For	Management

11

DANAHER CORP.

Ticker:	DHR	Security ID:	235851102
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven M. Rales	For	For	Management
1.2	Elect Director John T. Schwieters	For	For	Management
1.3	Elect Director Alan G. Spoon	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Develop Charter Language on Board Diversity	Against	Against	Shareholder

DELL INC.

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

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

E.W. SCRIPPS CO. (THE)

Ticker:	SSP	Security ID:	811054204
Meeting Date:	APR 15, 2004	Meeting Type:	Annual
Record Date:	FEB 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David A. Galloway	For	For	Management
1.2	Elect Director Nicholas B. Paumgarten	For	Withhold	Management
1.3	Elect Director Ronald W. Tysoe	For	For	Management
1.4	Elect Director Julie A. Wrigley	For	For	Management

EBAY INC.

Ticker:	EBAY	Security ID:	278642103
Meeting Date:	JUN 24, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Philippe Bourguignon	For	For	Management
1.2	Elect Director Thomas J. Tierney	For	For	Management
1.3	Elect Director Margaret C. Whitman	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Increase Authorized Common Stock	For	Against	Management
5	Ratify Auditors	For	For	Management
6	Expense Stock Options	Against	For	Shareholder

12

ELECTRONIC ARTS, INC.

Ticker:	ERTS	Security ID:	285512109
Meeting Date:	JUL 31, 2003	Meeting Type:	Annual
Record Date:	JUN 4, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M. Richard Asher	For	For	Management
1.2	Elect Director William J. Byron	For	For	Management
1.3	Elect Director Leonard S. Coleman	For	For	Management
1.4	Elect Director Gary M. Kusin	For	For	Management
1.5	Elect Director Gregory B. Maffei	For	For	Management
1.6	Elect Director Timothy Mott	For	For	Management
1.7	Elect Director Lawrence F. Probst III	For	For	Management
1.8	Elect Director Linda J. Srere	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

ELI LILLY AND CO.

Ticker:	LLY	Security ID:	532457108
Meeting Date:	APR 19, 2004	Meeting Type:	Annual
Record Date:	FEB 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven C. Beering	For	For	Management
1.2	Elect Director Winfried Bischoff	For	For	Management
1.3	Elect Director Franklyn G. Prendergast	For	For	Management
1.4	Elect Director Kathi P. Seifert	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Limit Executive Compensation	Against	Against	Shareholder
5	Report on Drug Pricing	Against	Against	Shareholder

EMC CORP.

Ticker:	EMC	Security ID:	268648102
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John R. Egan	For	For	Management
1.2	Elect Director Michael C. Ruettgers	For	For	Management
1.3	Elect Director David N. Strohm	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Limit Executive Compensation	Against	Against	Shareholder

13

EXXON MOBIL CORP.

Ticker:	XOM	Security ID:	30231G102
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Boskin	For	For	Management
1.2	Elect Director James R. Houghton	For	For	Management
1.3	Elect Director William R. Howell	For	For	Management
1.4	Elect Director Reatha Clark King	For	For	Management
1.5	Elect Director Philip E. Lippincott	For	For	Management
1.6	Elect Director Harry J. Longwell	For	For	Management
1.7	Elect Director Henry A. McKinnell, Jr.	For	For	Management
1.8	Elect Director Marilyn Carlson Nelson	For	For	Management
1.9	Elect Director Lee R. Raymond	For	For	Management
1.10	Elect Director Walter V. Shipley	For	For	Management
1.11	Elect Director Rex W. Tillerson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Restricted Stock Plan	For	For	Management
4	Affirm Political Nonpartisanship	Against	Against	Shareholder
5	Report on Political Contributions/Activities	Against	Against	Shareholder
6	Report on Equatorial Guinea	Against	Against	Shareholder
7	Separate Chairman and CEO Positions	Against	Against	Shareholder
8	Prohibit Awards to Executives	Against	Against	Shareholder
9	Report on Stock Option Distribution by Race and Gender	Against	Against	Shareholder
10	Amend EEO Statement to Include Reference to Sexual Orientation	Against	Against	Shareholder
11	Report on Climate Change Research	Against	Against	Shareholder

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

14

FIRST DATA CORP.

Ticker:	FDC	Security ID:	319963104
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Henry C. Duques	For	For	Management
1.2	Elect Director Charles T. Fote	For	For	Management
1.3	Elect Director Richard P. Kiphart	For	For	Management
1.4	Elect Director Joan E. Spero	For	For	Management
2	Ratify Auditors	For	For	Management

FIRST DATA CORP.

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

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

FISERV, INC.

Ticker:	FISV	Security ID:	337738108
Meeting Date:	APR 6, 2004	Meeting Type:	Annual
Record Date:	FEB 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director K.R. Jensen	For	For	Management
1.2	Elect Director K.M. Robak	For	For	Management
1.3	Elect Director T.C. Wertheimer	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management

FOREST LABORATORIES, INC.

Ticker:	FRX	Security ID:	345838106
Meeting Date:	AUG 11, 2003	Meeting Type:	Annual
Record Date:	JUN 20, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard Solomon	For	For	Management
1.2	Elect Director William J. Candee, III	For	For	Management
1.3	Elect Director George S. Cohan	For	For	Management
1.4	Elect Director Dan L. Goldwasser	For	For	Management
1.5	Elect Director Lester B. Salans, M.D.	For	For	Management
1.6	Elect Director Kenneth E. Goodman	For	For	Management
1.7	Elect Director Phillip M. Satow	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management
3	Ratify Auditors	For	For	Management

15

GAP, INC., THE

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

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

GENENTECH, INC.

Ticker:	DNA	Security ID:	368710406
Meeting Date:	APR 16, 2004	Meeting Type:	Written Consent
Record Date:	FEB 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Amend Articles/Bylaws/Charter-Non-Routine	For	For	Management
2.1	Elect Director Herbert W. Boyer	For	Withhold	Management
2.2	Elect Director Arthur D. Levinson	For	Withhold	Management
2.3	Elect Director Mark Richmond	For	For	Management
2.4	Elect Director Charles A. Sanders	For	For	Management
2.5	Elect Director William M. Burns	For	Withhold	Management
2.6	Elect Director Erich Hunziker	For	Withhold	Management
2.7	Elect Director Jonathan K.C. Knowles	For	Withhold	Management
3	Elect Director M. Burns	For	Withhold	Management
4	Elect Director Erich Hunziker	For	Withhold	Management
5	Elect Director Jonathan K.C. Knowles	For	Withhold	Management
6	Increase Authorized Common Stock	For	For	Management
7	Approve Omnibus Stock Plan	For	Against	Management
8	Ratify Auditors	For	For	Management

16

GENERAL ELECTRIC CO.

Ticker:	GE	Security ID:	369604103
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.	For	For	Management
1.2	Elect Director Dennis D. Dammerman	For	For	Management
1.3	Elect Director Ann M. Fudge	For	For	Management
1.4	Elect Director Claudio X. Gonzalez	For	Against	Management
1.5	Elect Director Jeffrey R. Immelt	For	For	Management
1.6	Elect Director Andrea Jung	For	For	Management
1.7	Elect Director Alan G. Lafley	For	For	Management
1.8	Elect Director Kenneth G. Langone	For	For	Management
1.9	Elect Director Ralph S. Larsen	For	For	Management
1.10	Elect Director Rochelle B. Lazarus	For	For	Management
1.11	Elect Director Sam Nunn	For	For	Management
1.12	Elect Director Roger S. Penske	For	For	Management
1.13	Elect Director Robert J. Swieringa	For	For	Management
1.14	Elect Director Douglas A. Warner III	For	For	Management
1.15	Elect Director Robert C. Wright	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Provide for Cumulative Voting	Against	Against	Shareholder
5	Eliminate Animal Testing	Against	Against	Shareholder
6	Report on Nuclear Fuel Storage Risks	Against	Against	Shareholder
7	Report on PCB Clean-up	Against	Against	Shareholder
8	Report on Foreign Outsourcing	Against	Against	Shareholder
9	Prepare Sustainability Report	Against	Against	Shareholder
10	Limit Composition of Management Development and Compensation Committee to Independent Directors	Against	Against	Shareholder
11	Report on Pay Disparity	Against	Against	Shareholder
12	Limit Awards to Executives	Against	Against	Shareholder
13	Limit Board Service for Other Companies	Against	Against	Shareholder
14	Separate Chairman and CEO Positions	Against	Against	Shareholder
15	Hire Advisor/Maximize Shareholder Value	Against	Against	Shareholder
16	Adopt a Retention Ratio for Executives and Directors	Against	Against	Shareholder
17	Require 70% to 80% Independent Board	Against	Against	Shareholder
18	Report on Political Contributions/Activities	Against	Against	Shareholder

GENZYME CORP.

Ticker:	GENZ	Security ID:	372917104
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Douglas A. Berthiaume	For	For	Management
1.2	Elect Director Henry E. Blair	For	For	Management
1.3	Elect Director Gail K. Boudreaux	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Approve Stock Option Plan	For	For	Management
4	Amend Non-Employee Director Stock Option Plan	For	For	Management
5	Increase Authorized Preferred Stock	For	Against	Management
6	Ratify Auditors	For	For	Management
7	Limit Awards to Executives	Against	Against	Shareholder

17

GILEAD SCIENCES, INC.

Ticker:	GILD	Security ID:	375558103
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Berg	For	For	Management
1.2	Elect Director Etienne F. Davignon	For	For	Management
1.3	Elect Director James M. Denny	For	For	Management
1.4	Elect Director John C. Martin	For	For	Management
1.5	Elect Director Gordon E. Moore	For	For	Management
1.6	Elect Director Nicholas G. Moore	For	For	Management
1.7	Elect Director George P. Shultz	For	For	Management
1.8	Elect Director Gayle E. Wilson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Increase Authorized Common Stock	For	For	Management

GILLETTE CO., THE

Ticker:	G	Security ID:	375766102
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward F. DeGraan	For	For	Management
1.2	Elect Director Wilbur H. Gantz	For	For	Management
1.3	Elect Director James M. Kilts	For	For	Management
1.4	Elect Director Jorge Paulo Lemann	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Declassify the Board of Directors	Against	For	Shareholder
5	Prohibit Auditor from Providing Non-Audit Services	Against	Against	Shareholder
6	Expense Stock Options	Against	Against	Shareholder

HARLEY-DAVIDSON, INC.

Ticker:	HDI	Security ID:	412822108
Meeting Date:	APR 24, 2004	Meeting Type:	Annual
Record Date:	MAR 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barry K. Allen	For	For	Management
1.2	Elect Director Richard I. Beattie	For	For	Management
2	Amend Executive Incentive Bonus Plan	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

18

HCA, INC.

Ticker:	HCA	Security ID:	404119109
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Michael Armstrong	For	For	Management
1.2	Elect Director Magdalena H. Averhoff, M.D.	For	For	Management
1.3	Elect Director Jack O. Bovender, Jr.	For	For	Management
1.4	Elect Director Richard M. Bracken	For	For	Management
1.5	Elect Director Martin Feldstein	For	For	Management
1.6	Elect Director Thomas F. Frist, Jr., M.D.	For	For	Management
1.7	Elect Director Frederick W. Gluck	For	For	Management
1.8	Elect Director Glenda A. Hatchett	For	For	Management
1.9	Elect Director Charles O. Holliday, Jr.	For	For	Management
1.10	Elect Director T. Michael Long	For	For	Management
1.11	Elect Director John H. McArthur	For	For	Management
1.12	Elect Director Kent C. Nelson	For	For	Management
1.13	Elect Director Frank S. Royal, M.D.	For	For	Management
1.14	Elect Director Harold T. Shapiro	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Management Stock Purchase Plan	For	For	Management

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	Against	Shareholder

HOME DEPOT, INC. (THE)

Ticker:	HD	Security ID:	437076102
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gregory D. Brenneman	For	For	Management
1.2	Elect Director Richard H. Brown	For	For	Management
1.3	Elect Director John L. Clendenin	For	For	Management
1.4	Elect Director Berry R. Cox	For	For	Management
1.5	Elect Director Claudio X. Gonzalez	For	Withhold	Management
1.6	Elect Director Milledge A. Hart, III	For	For	Management
1.7	Elect Director Bonnie G. Hill	For	For	Management
1.8	Elect Director Kenneth G. Langone	For	For	Management
1.9	Elect Director Robert L. Nardelli	For	For	Management
1.10	Elect Director Roger S. Penske	For	For	Management
2	Ratify Auditors	For	For	Management
3	Establish Term Limits for Directors	Against	Against	Shareholder
4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For	Shareholder
5	Performance- Based/Indexed Options	Against	Against	Shareholder
6	Adopt ILO Based Code of Conduct	Against	Against	Shareholder
7	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For	Shareholder
8	Require Affirmative Vote of the Majority of the Shares to Elect Directors	Against	Against	Shareholder

19

IAC / INTERACTIVECORP

Ticker:	IACI	Security ID:	45840Q101
Meeting Date:	JUN 23, 2004	Meeting Type:	Annual
Record Date:	APR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard N. Barton	For	For	Management
1.2	Elect Director Robert R. Bennett	For	Withhold	Management
1.3	Elect Director Edgar Bronfman, Jr.	For	Withhold	Management
1.4	Elect Director Barry Diller	For	Withhold	Management
1.5	Elect Director Victor A. Kaufman	For	Withhold	Management
1.6	Elect Director Donald R. Keough	For	For	Management
1.7	Elect Director Marie-Josee Kravis	For	For	Management
1.8	Elect Director John C. Malone	For	For	Management
1.9	Elect Director Steven Rattner	For	For	Management
1.10	Elect Director Gen. H.N. Schwarzkopf	For	For	Management
1.11	Elect Director Alan G. Spoon	For	For	Management
1.12	Elect Director Diane Von Furstenberg	For	Withhold	Management
2	Ratify Auditors	For	For	Management

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	Withhold	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	For	Shareholder
6	Performance- Based/Indexed Options	Against	Against	Shareholder

20

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 Business Consulting Services Unit	For	For	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management
5	Provide for Cumulative Voting	Against	Against	Shareholder
6	Amend Pension and Retirement Medical Insurance Plans	Against	Against	Shareholder
7	Submit Executive Compensation to Vote	Against	Against	Shareholder
8	Expense Stock Options	Against	For	Shareholder
9	Limit Awards to Executives	Against	Against	Shareholder
10	China Principles	Against	Against	Shareholder
11	Report on Political Contributions/Activities	Against	Against	Shareholder
12	Report on Executive Compensation	Against	Against	Shareholder

JABIL CIRCUIT, INC.

Ticker:	JBL	Security ID:	466313103
Meeting Date:	JAN 13, 2004	Meeting Type:	Annual
Record Date:	NOV 14, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William D. Morean	For	For	Management
1.2	Elect Director Thomas A. Sansone	For	For	Management
1.3	Elect Director Timothy L. Main	For	For	Management
1.4	Elect Director Lawrence J. Murphy	For	For	Management
1.5	Elect Director Mel S. Lavitt	For	For	Management
1.6	Elect Director Steven A. Raymund	For	For	Management
1.7	Elect Director Frank A. Newman	For	For	Management
1.8	Elect Director Laurence S. Grafstein	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

21

JOHNSON & JOHNSON

Ticker:	JNJ	Security ID:	478160104
Meeting Date:	APR 22, 2004	Meeting Type:	Annual
Record Date:	FEB 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gerard N. Burrow	For	For	Management
1.2	Elect Director Mary S. Coleman	For	For	Management
1.3	Elect Director James G. Cullen	For	For	Management
1.4	Elect Director Robert J. Darretta	For	For	Management
1.5	Elect Director M. Judah Folkman	For	For	Management
1.6	Elect Director Ann D. Jordan	For	For	Management
1.7	Elect Director Arnold G. Langbo	For	For	Management
1.8	Elect Director Susan L. Lindquist	For	For	Management
1.9	Elect Director Leo F. Mullin	For	For	Management
1.10	Elect Director Steven S Reinemund	For	For	Management
1.11	Elect Director David Satcher	For	For	Management
1.12	Elect Director Henry B. Schacht	For	For	Management
1.13	Elect Director William C. Weldon	For	For	Management
2	Ratify Auditors	For	For	Management
3	Cease Charitable Contributions	Against	Against	Shareholder

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 counter Derivatives	Against	Against	Shareholder
11	Auditor Independence	Against	Against	Shareholder
12	Submit Non-Employee Director Compensation to Vote	Against	Against	Shareholder
13	Report on Pay Disparity	Against	Against	Shareholder

22

KLA-TENCOR CORP.

Ticker:	KLAC	Security ID:	482480100
Meeting Date:	NOV 5, 2003	Meeting Type:	Annual
Record Date:	SEP 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.a	Elect Director H. Raymond Bingham	For	For	Management
1.b	Elect Director Robert T. Bond	For	For	Management
1.c	Elect Director Richard J. Elkus, Jr.	For	For	Management
1.d	Elect Director Michael E. Marks	For	For	Management
2	Ratify Auditors	For	For	Management

KOHL’S CORP.

Ticker:	KSS	Security ID:	500255104
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 3, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Wayne Embry	For	For	Management
1.2	Elect Director John F. Herma	For	Withhold	Management
1.3	Elect Director R. Lawrence Montgomery	For	Withhold	Management
1.4	Elect Director Frank V. Sica	For	For	Management
2	Ratify Auditors	For	For	Management
3	Performance-Based Stock/Indexed Options	Against	Against	Shareholder
4	Separate Chairman and CEO Positions	Against	For	Shareholder

LEHMAN BROTHERS HOLDINGS INC.

Ticker:	LEH	Security ID:	524908100
Meeting Date:	APR 2, 2004	Meeting Type:	Annual
Record Date:	FEB 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Roger S. Berlind	For	For	Management
1.2	Elect Director Marsha Johnson Evans	For	For	Management
1.3	Elect Director Sir Christopher Gent	For	For	Management
1.4	Elect Director Dina Merrill	For	For	Management
2	Ratify Auditors	For	For	Management

LENNAR CORP.

Ticker:	LEN	Security ID:	526057104
Meeting Date:	MAR 30, 2004	Meeting Type:	Annual
Record Date:	FEB 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Irving Bolotin	For	Withhold	Management
1.2	Elect Director R. Kirk Landon	For	For	Management
1.3	Elect Director Donna E. Shalala	For	For	Management
2	Other Business	For	Against	Management

23

LINEAR TECHNOLOGY CORP.

Ticker:	LLTC	Security ID:	535678106
Meeting Date:	NOV 5, 2003	Meeting Type:	Annual
Record Date:	SEP 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert H. Swanson, Jr.	For	For	Management
1.2	Elect Director David S. Lee	For	For	Management
1.3	Elect Director Leo T. McCarthy	For	For	Management
1.4	Elect Director Richard M. Moley	For	For	Management
1.5	Elect Director Thomas S. Volpe	For	For	Management
2	Ratify Auditors	For	For	Management

LOWE

Ticker:	LOW	Security ID:	548661107
Meeting Date:	MAY 28, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leonard L. Berry	For	For	Management
1.2	Elect Director Paul Fulton	For	For	Management
1.3	Elect Director Dawn E. Hudson	For	Withhold	Management
1.4	Elect Director Marshall O. Larsen	For	For	Management
1.5	Elect Director Robert A. Niblock	For	For	Management
1.6	Elect Director Stephen F. Page	For	For	Management
1.7	Elect Director O. Temple Sloan, Jr.	For	For	Management
1.8	Elect Director Robert L. Tillman	For	For	Management
2	Ratify Auditors	For	For	Management

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:	MXIM	Security ID:	57772K101
Meeting Date:	NOV 13, 2003	Meeting Type:	Annual
Record Date:	SEP 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Bergman	For	For	Management
1.2	Elect Director John F. Gifford	For	For	Management
1.3	Elect Director B. Kipling Hagopian	For	For	Management
1.4	Elect Director M. D. Sampels	For	For	Management
1.5	Elect Director A. R. Frank Wazzan	For	For	Management
2	Amend Stock Option Plan	For	Against	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

24

MBNA CORP.

Ticker:	KRB	Security ID:	55262L100
Meeting Date:	MAY 3, 2004	Meeting Type:	Annual
Record Date:	FEB 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James H. Berick	For	Withhold	Management
1.2	Elect Director Benjamin R. Civiletti	For	Withhold	Management
1.3	Elect Director Bruce L. Hammonds	For	Withhold	Management
1.4	Elect Director William L. Jews	For	For	Management
1.5	Elect Director Randolph D. Lerner	For	Withhold	Management
1.6	Elect Director Stuart L. Markowitz	For	For	Management
1.7	Elect Director William B. Milstead	For	For	Management
2	Ratify Auditors	For	For	Management
3	Expense Stock Options	Against	For	Shareholder
4	Require Majority of Independent Directors on Board	Against	For	Shareholder

MEDTRONIC, INC.

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

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

MICROSOFT CORP.

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William H. Gates, III	For	For	Management
1.2	Elect Director Steven A. Ballmer	For	For	Management
1.3	Elect Director James I. Cash, Jr., Ph.D.	For	For	Management
1.4	Elect Director Raymond V. Gilmartin	For	For	Management
1.5	Elect Director Ann McLaughlin Korologos	For	For	Management
1.6	Elect Director David F. Marquardt	For	For	Management
1.7	Elect Director Charles H. Noski	For	For	Management
1.8	Elect Director Dr. Helmut Panke	For	For	Management
1.9	Elect Director Wm. G. Reed, Jr.	For	For	Management
1.10	Elect Director Jon A. Shirley	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Refrain from Giving Charitable Contributions	Against	Against	Shareholder

25

MORGAN STANLEY

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

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

MOTOROLA, INC.

Ticker:	MOT	Security ID:	620076109
Meeting Date:	MAY 3, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward Zander	For	For	Management
1.2	Elect Director H. Laurence Fuller	For	For	Management
1.3	Elect Director Judy Lewent	For	For	Management
1.4	Elect Director Walter Massey	For	For	Management
1.5	Elect Director Nicholas Negroponte	For	For	Management
1.6	Elect Director Indra Nooyi	For	For	Management
1.7	Elect Director John Pepper, Jr.	For	For	Management
1.8	Elect Director Samuel Scott III	For	For	Management
1.9	Elect Director Douglas Warner III	For	For	Management
1.10	Elect Director John White	For	For	Management
1.11	Elect Director Mike Zafirovski	For	For	Management
2	Limit Executive Compensation	Against	Against	Shareholder
3	Limit Awards to Executives	Against	Against	Shareholder

NETWORK APPLIANCE, INC.

Ticker:	NTAP	Security ID:	64120L104
Meeting Date:	SEP 2, 2003	Meeting Type:	Annual
Record Date:	JUL 7, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel J. Warmenhoven	For	For	Management
1.2	Elect Director Donald T. Valentine	For	For	Management
1.3	Elect Director Sanjiv Ahuja	For	For	Management
1.4	Elect Director Carol A. Bartz	For	For	Management
1.5	Elect Director Michael R. Hallman	For	For	Management
1.6	Elect Director Nicholas G. Moore	For	For	Management
1.7	Elect Director Dr. Sachio Semmoto	For	For	Management
1.8	Elect Director Robert T. Wall	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Other Business	For	Against	Management

26

NEXTEL COMMUNICATIONS, INC.

Ticker:	NXTL	Security ID:	65332V103
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Keith J. Bane	For	For	Management
1.2	Elect Director V. Janet Hill	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management

NIKE, INC.

Ticker:	NKE	Security ID:	654106103
Meeting Date:	SEP 22, 2003	Meeting Type:	Annual
Record Date:	JUL 25, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas E. Clarke as Class A Director	For	For	Management
1.2	Elect Director Ralph D. DeNunzio as Class A Director	For	For	Management
1.3	Elect Director Richard K. Donahue as Class A Director	For	For	Management
1.4	Elect Director Delbert J. Hayes as Class A Director	For	For	Management
1.5	Elect Director Douglas G. Houser as Class A Director	For	For	Management
1.6	Elect Director Jeanne P. Jackson as Class A Director	For	For	Management
1.7	Elect Director Philip H. Knight as Class A Director	For	For	Management
1.8	Elect Director Charles W. Robinson as Class A Director	For	For	Management
1.9	Elect Director John R. Thompson, Jr. as Class A Director	For	Withhold	Management
1.10	Elect Director Jill K. Conway as Class B Director	For	For	Management
1.11	Elect Director Alan B. Graf, Jr. as Class B Director	For	For	Management
1.12	Elect Director John E. Jaqua as Class B Director	For	For	Management
1.13	Elect Director A. Michael Spence as Class B Director	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

OMNICOM GROUP INC.

Ticker:	OMC	Security ID:	681919106
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John D. Wren	For	For	Management
1.2	Elect Director Bruce Crawford	For	For	Management
1.3	Elect Director Robert Charles Clark	For	For	Management
1.4	Elect Director Leonard S. Coleman, Jr.	For	For	Management
1.5	Elect Director Errol M. Cook	For	For	Management
1.6	Elect Director Susan S. Denison	For	For	Management
1.7	Elect Director Michael A. Henning	For	For	Management
1.8	Elect Director John R. Murphy	For	For	Management
1.9	Elect Director John R. Purcell	For	For	Management
1.10	Elect Director Linda Johnson Rice	For	For	Management
1.11	Elect Director Gary L. Roubos	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Stock Option Plan	For	For	Management

27

ORACLE CORP.

Ticker:	ORCL	Security ID:	68389X105
Meeting Date:	OCT 13, 2003	Meeting Type:	Annual
Record Date:	AUG 21, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lawrence J. Ellison	For	For	Management
1.2	Elect Director Donald L. Lucas	For	For	Management
1.3	Elect Director Michael J. Boskin	For	For	Management
1.4	Elect Director Jeffrey O. Henley	For	For	Management
1.5	Elect Director Jack F. Kemp	For	For	Management
1.6	Elect Director Jeffrey Berg	For	For	Management
1.7	Elect Director Safra Catz	For	For	Management
1.8	Elect Director Hector Garcia-Molina	For	For	Management
1.9	Elect Director Joseph A. Grundfest	For	For	Management
1.10	Elect Director H. Raymond Bingham	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Amend Non-Employee Director Omnibus Stock Plan	For	For	Management
5	Implement China Principles	Against	Against	Shareholder

OXFORD HEALTH PLANS, INC.

Ticker:	OHP	Security ID:	691471106
Meeting Date:	JUN 2, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kent J. Thirty	For	For	Management
1.2	Elect Director B.H. Safirstein, M.D.	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Divest from Tobacco Equities	Against	Against	Shareholder

28

PAYCHEX, INC.

Ticker:	PAYX	Security ID:	704326107
Meeting Date:	OCT 2, 2003	Meeting Type:	Annual
Record Date:	AUG 4, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director B. Thomas Golisano	For	For	Management
1.2	Elect Director Betsy S. Atkins	For	For	Management
1.3	Elect Director G. Thomas Clark	For	For	Management
1.4	Elect Director David J. S. Flaschen	For	For	Management
1.5	Elect Director Phillip Horsley	For	For	Management
1.6	Elect Director Grant M. Inman	For	For	Management
1.7	Elect Director J. Robert Sebo	For	For	Management
1.8	Elect Director Joseph M. Tucci	For	For	Management

PEPSICO, INC.

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John F. Akers	For	For	Management
1.2	Elect Director Robert E. Allen	For	For	Management
1.3	Elect Director Ray L. Hunt	For	For	Management
1.4	Elect Director Arthur C. Martinez	For	For	Management
1.5	Elect Director Indra K. Nooyi	For	For	Management
1.6	Elect Director Franklin D. Raines	For	For	Management
1.7	Elect Director Steven S. Reinemund	For	For	Management
1.8	Elect Director Sharon Percy Rockefeller	For	For	Management
1.9	Elect Director James J. Schiro	For	For	Management
1.10	Elect Director Franklin A. Thomas	For	For	Management
1.11	Elect Director Cynthia M. Trudell	For	For	Management
1.12	Elect Director Solomon D. Trujillo	For	For	Management
1.13	Elect Director Daniel Vasella	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Report on Political Contributions/Activities	Against	Against	Shareholder
5	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against	Shareholder

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, TB, and Malaria Pandemic	Against	Against	Shareholder
5	Cease Political Contributions/Activities	Against	Against	Shareholder
6	Report on Political Contributions/Activities	Against	Against	Shareholder
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

29

PMC-SIERRA, INC.

Ticker:	PMCS	Security ID:	69344F106
Meeting Date:	MAY 14, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert Bailey	For	For	Management
1.2	Elect Director Alexandre Balkanski	For	For	Management
1.3	Elect Director Richard Belluzzo	For	For	Management
1.4	Elect Director James Diller	For	Withhold	Management
1.5	Elect Director Jonathan Judge	For	For	Management
1.6	Elect Director William Kurtz	For	For	Management
1.7	Elect Director Frank Marshall	For	For	Management
1.8	Elect Director Lewis Wilks	For	For	Management
2	Ratify Auditors	For	For	Management

PROCTER & GAMBLE COMPANY, THE

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

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

30

QLOGIC CORP.

Ticker:	QLGC	Security ID:	747277101
Meeting Date:	AUG 26, 2003	Meeting Type:	Annual
Record Date:	JUL 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director H.K. Desai	For	For	Management
1.2	Elect Director Larry R. Carter	For	For	Management
1.3	Elect Director James R. Fiebiger	For	For	Management
1.4	Elect Director Balakrishnan S. Iyer	For	For	Management
1.5	Elect Director Carol L. Miltner	For	For	Management
1.6	Elect Director George D. Wells	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

QUALCOMM INC.

Ticker:	QCOM	Security ID:	747525103
Meeting Date:	MAR 2, 2004	Meeting Type:	Annual
Record Date:	JAN 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Adelia A. Coffman	For	Withhold	Management
1.2	Elect Director Raymond V. Dittamore	For	For	Management
1.3	Elect Director Irwin Mark Jacobs	For	For	Management
1.4	Elect Director Richard Sulpizio	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Declassify the Board of Directors	Against	For	Shareholder

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 DIVIDENDS	For	For	Management
3	APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS	For	For	Management
4	APPROVAL OF AUDITORS	For	For	Management

31

SEAGATE TECHNOLOGY

Ticker:	STX	Security ID:	G7945J104
Meeting Date:	OCT 29, 2003	Meeting Type:	Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1-01	Elect David Bonderman as Director	For	For	Management
1-02	Elect William W. Bradley as Director	For	For	Management
1-03	Elect James G. Coulter as Director	For	For	Management
1-04	Elect James A. Davidson as Director	For	For	Management
1-05	Elect Glenn H. Hutchins as Director	For	For	Management
1-06	Elect Donald E. Kiernan as Director	For	For	Management
1-07	Elect Stephen J. Luczo as Director	For	For	Management
1-08	Elect David F. Marquardt as Director	For	For	Management
1-09	Elect John W. Thompson as Director	For	For	Management
1-10	Elect William D. Watkins as Director	For	For	Management
1-11	Elect Edward J. Zander as Director	For	For	Management
2	Approve Section 162(m) Incentive Bonus Plan	For	For	Management
3	Ratify Ernst & Young LLP as Auditors	For	For	Management

SLM CORP.

Ticker:	SLM	Security ID:	78442P106
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles L. Daley	For	For	Management
1.2	Elect Director William M. Diefenderfer, III	For	For	Management
1.3	Elect Director Thomas J. Fitzpatrick	For	For	Management
1.4	Elect Director Edward A. Fox	For	For	Management
1.5	Elect Director Diane Suitt Gilleland	For	For	Management
1.6	Elect Director Earl A. Goode	For	For	Management
1.7	Elect Director Ann Torre Grant	For	For	Management
1.8	Elect Director Ronald F. Hunt	For	For	Management
1.9	Elect Director Benjamin J. Lambert, III	For	For	Management
1.10	Elect Director Albert L. Lord	For	For	Management
1.11	Elect Director Barry A. Munitz	For	For	Management
1.12	Elect Director A. Alexander Porter, Jr.	For	For	Management
1.13	Elect Director Wolfgang Schoellkopf	For	For	Management
1.14	Elect Director Steven L. Shapiro	For	For	Management
1.15	Elect Director Barry L. Williams	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

ST. JUDE MEDICAL, INC.

Ticker:	STJ	Security ID:	790849103
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael A. Rocca	For	For	Management
1.2	Elect Director David A. Thompson	For	For	Management
1.3	Elect Director Stefan K. Widensohler	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Increase Authorized Common Stock	For	For	Management
5	Limit Executive Compensation	Against	Against	Shareholder

32

STARBUCKS CORP.

Ticker:	SBUX	Security ID:	855244109
Meeting Date:	MAR 30, 2004	Meeting Type:	Annual
Record Date:	JAN 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William W. (Bill) Bradley	For	For	Management
1.2	Elect Director Gregory B. Maffei	For	For	Management
1.3	Elect Director Orin C. Smith	For	For	Management
1.4	Elect Director Olden Lee	For	For	Management
2	Ratify Auditors	For	For	Management

SYMANTEC CORP.

Ticker:	SYMC	Security ID:	871503108
Meeting Date:	AUG 21, 2003	Meeting Type:	Annual
Record Date:	JUL 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tania Amochaev	For	For	Management
1.2	Elect Director William Coleman	For	For	Management
1.3	Elect Director Dr. Per-Kristian Halvorsen	For	For	Management
1.4	Elect Director David Mahoney	For	For	Management
1.5	Elect Director Robert S. Miller	For	For	Management
1.6	Elect Director Bill Owens	For	For	Management
1.7	Elect Director George Reyes	For	For	Management
1.8	Elect Director Daniel H. Schulman	For	For	Management
1.9	Elect Director John W. Thompson	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management
5	Ratify Auditors	For	For	Management

TARGET CORPORATION

Ticker:	TGT	Security ID:	87612E106
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Calvin Darden	For	For	Management
1.2	Elect Director Michele J. Hooper	For	For	Management
1.3	Elect Director Anne M. Mulcahy	For	For	Management
1.4	Elect Director Stephen W. Sanger	For	For	Management
1.5	Elect Director Warren R. Staley	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management

33

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:	TEVA	Security ID:	881624209
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	TO RECEIVE AND DISCUSS THE COMPANY S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE CONSOLIDATED STATEMENTS.	For	For	Management
2	TO APPROVE THE BOARD OF DIRECTORS RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE DECLARED FINAL.	For	Against	Management
3	TO ELECT ABRAHAM E. COHEN TO SERVE FOR A THREE-YEAR TERM.	For	For	Management
4	TO ELECT LESLIE DAN TO SERVE FOR A THREE-YEAR TERM.	For	For	Management
5	TO ELECT PROF. MEIR HETH TO SERVE FOR A THREE-YEAR TERM.	For	For	Management
6	TO ELECT PROF. MOSHE MANY TO SERVE FOR A THREE-YEAR TERM.	For	For	Management
7	TO ELECT DOV SHAFIR TO SERVE FOR A THREE-YEAR TERM.	For	For	Management
8	TO APPROVE THE PURCHASE OF DIRECTOR S AND OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY.	For	Against	Management
9	Ratify Auditors	For	For	Management

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:	TEVA	Security ID:	881624209
Meeting Date:	OCT 27, 2003	Meeting Type:	Special
Record Date:	SEP 18, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect G. Shalev as an External Director	For	For	Management
2	Approve Increase in Remuneration of Directors other than the Chairman	For	For	Management

TEXAS INSTRUMENTS INC.

Ticker:	TXN	Security ID:	882508104
Meeting Date:	APR 15, 2004	Meeting Type:	Annual
Record Date:	FEB 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Adams	For	For	Management
1.2	Elect Director David L. Boren	For	For	Management
1.3	Elect Director Daniel A. Carp	For	For	Management
1.4	Elect Director Thomas J. Engibous	For	For	Management
1.5	Elect Director Gerald W. Fronterhouse	For	For	Management
1.6	Elect Director David R. Goode	For	For	Management
1.7	Elect Director Wayne R. Sanders	For	For	Management
1.8	Elect Director Ruth J. Simmons	For	For	Management
1.9	Elect Director Richard K. Templeton	For	For	Management
1.10	Elect Director Christine Todd Whitman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Expense Stock Options	Against	Against	Shareholder

34

TIFFANY & CO.

Ticker:	TIF	Security ID:	886547108
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Kowalski	For	For	Management
1.2	Elect Director Rose Marie Bravo	For	For	Management
1.3	Elect Director William R. Chaney	For	For	Management
1.4	Elect Director Samuel L. Hayes III	For	For	Management
1.5	Elect Director Abby F. Kohnstamm	For	For	Management
1.6	Elect Director Charles K. Marquis	For	For	Management
1.7	Elect Director J. Thomas Presby	For	For	Management
1.8	Elect Director James E. Quinn	For	For	Management
1.9	Elect Director William A. Shutzer	For	For	Management
2	Ratify Auditors	For	For	Management

TIME WARNER INC

Ticker:	TWX	Security ID:	887317105
Meeting Date:	MAY 21, 2004	Meeting Type:	Annual
Record Date:	MAR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James L. Barksdale	For	For	Management
1.2	Elect Director Stephen F. Bollenbach	For	For	Management
1.3	Elect Director Stephen M. Case	For	For	Management
1.4	Elect Director Frank J. Caufield	For	For	Management
1.5	Elect Director Robert C. Clark	For	For	Management
1.6	Elect Director Miles R. Gilburne	For	For	Management
1.7	Elect Director Carla A. Hills	For	For	Management
1.8	Elect Director Reuben Mark	For	For	Management
1.9	Elect Director Michael A. Miles	For	For	Management
1.10	Elect Director Kenneth J. Novack	For	For	Management
1.11	Elect Director Richard D. Parsons	For	For	Management
1.12	Elect Director R. E. Turner	For	For	Management
1.13	Elect Director Francis T. Vincent, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Adopt China Principles	Against	Against	Shareholder
4	Report on Pay Disparity	Against	Against	Shareholder

TJX COMPANIES, INC., THE

Ticker:	TJX	Security ID:	872540109
Meeting Date:	JUN 1, 2004	Meeting Type:	Annual
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gary L. Crittenden	For	For	Management
1.2	Elect Director Edmond J. English	For	For	Management
1.3	Elect Director Richard G. Lesser	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Implement ILO Based Code of Conduct	Against	Against	Shareholder
4	Report on Vendor Standards	Against	Against	Shareholder
5	Declassify the Board of Directors	Against	For	Shareholder

35

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 LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT.	For	For	Management
3	Ratify Auditors	For	For	Management

UNITED TECHNOLOGIES CORP.

Ticker:	UTX	Security ID:	913017109
Meeting Date:	APR 14, 2004	Meeting Type:	Annual
Record Date:	FEB 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Betsy J. Bernard	For	For	Management
1.2	Elect Director George David	For	For	Management
1.3	Elect Director Jean-Pierre Garnier	For	For	Management
1.4	Elect Director Jamie S. Gorelick	For	For	Management
1.5	Elect Director Charles R. Lee	For	For	Management
1.6	Elect Director Richard D. McCormick	For	For	Management
1.7	Elect Director Harold McGraw III	For	For	Management
1.8	Elect Director Frank P. Popoff	For	For	Management
1.9	Elect Director H. Patrick Swygert	For	For	Management
1.10	Elect Director Andre Villeneuve	For	For	Management
1.11	Elect Director H. A. Wagner	For	For	Management
1.12	Elect Director Christine Todd Whitman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Disclosure of Executive Compensation	Against	Against	Shareholder
4	Develop Ethical Criteria for Military Contracts	Against	Against	Shareholder
5	Performance-Based/Indexed Options	Against	For	Shareholder
6	Separate Chairman and CEO Positions	Against	For	Shareholder

36

UNITEDHEALTH GROUP INCORPORATED

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

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

UNIVISION COMMUNICATIONS INC.

Ticker:	UVN	Security ID:	914906102
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. Jerrold Perenchio	For	Withhold	Management
1.2	Elect Director Fernando Aguirre	For	For	Management
1.3	Elect Director Harold Gaba	For	For	Management
1.4	Elect Director Alan F. Horn	For	For	Management
1.5	Elect Director John G. Perenchio	For	Withhold	Management
1.6	Elect Director Ray Rodriguez	For	Withhold	Management
1.7	Elect Director McHenry T. Tichenor, Jr.	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

VIACOM INC.

Ticker:	VIA	Security ID:	925524308
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George S. Abrams	For	Withhold	Management
1.2	Elect Director David R. Andelman	For	Withhold	Management
1.3	Elect Director Joseph A. Califano, Jr.	For	For	Management
1.4	Elect Director William S. Cohen	For	For	Management
1.5	Elect Director Philippe P. Dauman	For	Withhold	Management
1.6	Elect Director Alan C. Greenberg	For	For	Management
1.7	Elect Director Mel Karmazin	For	For	Management
1.8	Elect Director Jan Leschly	For	For	Management
1.9	Elect Director David T. McLaughlin	For	For	Management
1.10	Elect Director Shari Redstone	For	Withhold	Management
1.11	Elect Director Sumner M. Redstone	For	Withhold	Management
1.12	Elect Director Frederic V. Salerno	For	For	Management
1.13	Elect Director William Schwartz	For	For	Management
1.14	Elect Director Patty Stonesifer	For	For	Management
1.15	Elect Director Robert D. Walter	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Amend Non-Employee Director Stock Option Plan	For	For	Management

37

WAL-MART STORES, INC.

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

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

WALGREEN CO.

Ticker:	WAG	Security ID:	931422109
Meeting Date:	JAN 14, 2004	Meeting Type:	Annual
Record Date:	NOV 17, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David W. Bernauer	For	For	Management
1.2	Elect Director William C. Foote	For	For	Management
1.3	Elect Director James J. Howard	For	For	Management
1.4	Elect Director Alan G. McNally	For	For	Management
1.5	Elect Director Cordell Reed	For	For	Management
1.6	Elect Director Jeffrey A. Rein	For	For	Management
1.7	Elect Director David Y. Schwartz	For	For	Management
1.8	Elect Director John B. Schwemm	For	For	Management
1.9	Elect Director Marilou M. von Ferstel	For	For	Management
1.10	Elect Director Charles R. Walgreen III	For	For	Management
2	Approve Non-Employee Director Omnibus Stock Plan	For	Against	Management

38

WASHINGTON MUTUAL, INC

Ticker:	WM	Security ID:	939322103
Meeting Date:	APR 20, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anne V. Farrell	For	For	Management
1.2	Elect Director Stephen E. Frank	For	For	Management
1.3	Elect Director Margaret Osmer Mcquade	For	For	Management
1.4	Elect Director William D. Schulte	For	For	Management
2	Ratify Auditors	For	For	Management
3	Limit Executive Compensation	Against	Against	Shareholder

WEATHERFORD INTL LTD

Ticker:	WFT	Security ID:	G95089101
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 6, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Philip Burguieres	For	For	Management
1.2	Elect Director Nicholas F. Brady	For	For	Management
1.3	Elect Director David J. Butters	For	For	Management
1.4	Elect Director Bernard J. Duroc-Danner	For	For	Management
1.5	Elect Director Sheldon B. Lubar	For	For	Management
1.6	Elect Director William E. Macaulay	For	For	Management
1.7	Elect Director Robert B. Millard	For	For	Management
1.8	Elect Director Robert K. Moses, Jr.	For	For	Management
1.9	Elect Director Robert A. Rayne	For	For	Management
2	Ratify Auditors	For	For	Management

WELLPOINT HEALTH NETWORKS INC.

Ticker:	WLP	Security ID:	94973H108
Meeting Date:	JUN 28, 2004	Meeting Type:	Special
Record Date:	MAY 10, 2004

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

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, Jr.	For	For	Management
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

39

XILINX, INC.

Ticker:	XLNX	Security ID:	983919101
Meeting Date:	AUG 7, 2003	Meeting Type:	Annual
Record Date:	JUN 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Willem P. Roelandts	For	For	Management
1.2	Elect Director John L. Doyle	For	For	Management
1.3	Elect Director Jerald G. Fishman	For	For	Management
1.4	Elect Director Philip T. Gianos	For	For	Management
1.5	Elect Director William G. Howard, Jr.	For	For	Management
1.6	Elect Director Harold E. Hughes, Jr.	For	For	Management
1.7	Elect Director Richard W. Sevcik	For	For	Management
1.8	Elect Director Elizabeth Vanderslice	For	For	Management
2	Ratify Auditors	For	For	Management

YAHOO!, INC.

Ticker:	YHOO	Security ID:	984332106
Meeting Date:	MAY 21, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Terry S. Semel	For	Withhold	Management
1.2	Elect Director Jerry Yang	For	Withhold	Management
1.3	Elect Director Roy J. Bostock	For	Withhold	Management
1.4	Elect Director Ronald W. Burkle	For	Withhold	Management
1.5	Elect Director Eric Hippeau	For	Withhold	Management
1.6	Elect Director Arthur H. Kern	For	Withhold	Management
1.7	Elect Director Robert A. Kotick	For	Withhold	Management
1.8	Elect Director Edward R. Kozel	For	Withhold	Management
1.9	Elect Director Gary L. Wilson	For	Withhold	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Expense Stock Options	Against	For	Shareholder

40

YUM BRANDS, INC.

Ticker:	YUM	Security ID:	988498101
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert Holland, Jr.	For	For	Management
1.2	Elect Director David C. Novak	For	For	Management
1.3	Elect Director Jackie Trujillo	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Adopt Smoke-Free Restaurant Policy	Against	Against	Shareholder
5	Prepare a Sustainability Report	Against	Against	Shareholder
6	Adopt MacBride Principles	Against	Against	Shareholder
7	Report on Genetically Modified Organisms (GMO)	Against	Against	Shareholder
8	Report on Animal Welfare Standards	Against	Against	Shareholder

ZIMMER HOLDINGS INC

Ticker:	ZMH	Security ID:	98956P102
Meeting Date:	JUL 22, 2003	Meeting Type:	Special
Record Date:	JUN 16, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition	For	For	Management

ZIMMER HOLDINGS INC

Ticker:	ZMH	Security ID:	98956P102
Meeting Date:	MAY 10, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Larry C. Glasscock	For	Withhold	Management
1.2	Elect Director John L. McGoldrick	For	Withhold	Management
2	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For	Shareholder
3	Ratify Auditors	Against	For	Shareholder

End of Report

41

SIGNATURES

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

	Lord Abbett Large-Cap Growth Fund
	By:	/s/Christina T. Simmons
		Christina T. Simmons
		Vice President & Secretary
Date:  August 27, 2004

42