Lord Abbett Developing Growth Fund Class R6 NPX Annual report of proxy voting record

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-02871

LORD ABBETT DEVELOPING GROWTH FUND, INC.

(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: 811-02871

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

Lord Abbett Developing Growth Fund, Inc.

LORD ABBETT DEVELOPING GROWTH FUND

1-800-FLOWERS.COM INC.

Ticker:	FLWS	Security ID:	68243Q106
Meeting Date:	DEC 2, 2003	Meeting Type:	Annual
Record Date:	OCT 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey C. Walker	For	For	Management
1.2	Elect Director Kevin J. O’Connor	For	For	Management
1.3	Elect Director Lawrence V. Calcano	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

@ROAD INC

Ticker:	ARDI	Security ID:	04648K105
Meeting Date:	JUN 18, 2004	Meeting Type:	Annual
Record Date:	APR 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Krish Panu	For	For	Management
1.2	Elect Director T. Peter Thomas	For	For	Management
2	Ratify Auditors	For	For	Management
3	Change Company Name	For	For	Management

ADMINISTAFF, INC.

Ticker:	ASF	Security ID:	007094105
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jack M. Fields, Jr.	For	For	Management
1.2	Elect Director Paul S. Lattanzio	For	For	Management
1.3	Elect Director Richard G. Rawson	For	For	Management
2	Ratify Auditors	For	For	Management

ADVANCED DIGITAL INFORMATION CORP.

Ticker:	ADIC	Security ID:	007525108
Meeting Date:	MAR 10, 2004	Meeting Type:	Annual
Record Date:	JAN 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tom A. Alberg	For	For	Management
1.2	Elect Director Walter F. Walker	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management

ADVISORY BOARD CO, THE

Ticker:	ABCO	Security ID:	00762W107
Meeting Date:	FEB 25, 2004	Meeting Type:	Annual
Record Date:	DEC 29, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Marc N. Casper	For	For	Management
1.2	Elect Director Michael A. D’Amato	For	For	Management
1.3	Elect Director Kelt Kindick	For	For	Management
1.4	Elect Director Joseph E. Laird, Jr.	For	For	Management
1.5	Elect Director Frank J. Williams	For	For	Management
1.6	Elect Director Jeffrey D. Zients	For	For	Management
1.7	Elect Director Leanne M. Zumwalt	For	For	Management
2	Ratify Auditors	For	For	Management

AFFYMETRIX INC.

Ticker:	AFFX	Security ID:	00826T108
Meeting Date:	JUN 10, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen P.A. Fodor, Ph.D.	For	Withhold	Management
1.2	Elect Director Paul Berg, Ph.D.	For	For	Management
1.3	Elect Director John D. Diekman, Ph.D.	For	Withhold	Management
1.4	Elect Director Vernon R. Loucks, Jr.	For	For	Management
1.5	Elect Director Susan E. Siegel	For	Withhold	Management
1.6	Elect Director David B. Singer	For	Withhold	Management
1.7	Elect Director John A. Young	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

AKAMAI TECHNOLOGIES, INC.

Ticker:	AKAM	Security ID:	00971T101
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ronald Graham	For	For	Management
1.2	Elect Director F. Thomson Leighton	For	For	Management
1.3	Elect Director Naomi Seligman	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

ALLOY INC.

Ticker:	ALOY	Security ID:	019855105
Meeting Date:	JUL 24, 2003	Meeting Type:	Annual
Record Date:	MAY 27, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter M. Graham	For	For	Management
1.2	Elect Director David Yarnell	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

AMERIGROUP CORP.

Ticker:	AGP	Security ID:	03073T102
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey L. McWaters	For	For	Management
1.2	Elect Director Uwe E. Reinhardt, Ph.D.	For	For	Management
2	Ratify Auditors	For	For	Management

ANNTAYLOR STORES CORP.

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

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

ASCENTIAL SOFTWARE CORP.

Ticker:	ASCL	Security ID:	04362P207
Meeting Date:	JUN 18, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David J. Ellenberger	For	For	Management
1.2	Elect Director William J. Weyand	For	For	Management
2	Reduce Authorized Common Stock	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

AVID TECHNOLOGY, INC.

Ticker:	AVID	Security ID:	05367P100
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David A. Krall	For	For	Management
1.2	Elect Director Pamela F. Lenehan	For	For	Management
2	Ratify Auditors	For	For	Management

BENNETT ENVIRONMENTAL INC.

Ticker:	BEV.	Security ID:	081906109
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual/Special
Record Date:	APR 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John Bennett	For	For	Management
1.2	Elect Director Adam Lapointe	For	For	Management
1.3	Elect Director Pierre Meunier	For	For	Management
1.4	Elect Director George Ploder	For	For	Management
1.5	Elect Director David Williams	For	For	Management
1.6	Elect Director James Blanchard	For	For	Management
2	Ratify KPMG LLP as Auditors	For	For	Management
3	Adopt or Amend Shareholder Rights Plan (Poison Pill)	For	Against	Management

BIO-RAD LABORATORIES, INC.

Ticker:	BIO	Security ID:	090572207
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Albert J. Hillman	For	Withhold	Management
1.2	Elect Director Philip L. Padou	For	For	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management

BRADLEY PHARMACEUTICALS, INC.

Ticker:	BDY	Security ID:	104576103
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael Bernstein	For	Withhold	Management
1.2	Elect Director Steven Kriegsman	For	For	Management
1.3	Elect Director Alan Wolin, Ph.D.	For	Withhold	Management

BRIGHT HORIZONS FAMILY SOLUTIONS, INC.

Ticker:	BFAM	Security ID:	109195107
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred K. Foulkes	For	For	Management
1.2	Elect Director Linda A. Mason	For	For	Management
1.3	Elect Director Ian M. Rolland	For	For	Management
1.4	Elect Director Mary Ann Tocio	For	For	Management
1.5	Elect Director David Gergen	For	For	Management
2	Increase Authorized Common Stock	For	For	Management

CABOT MICROELECTRONICS CORP.

Ticker:	CCMP	Security ID:	12709P103
Meeting Date:	MAR 9, 2004	Meeting Type:	Annual
Record Date:	JAN 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Juan Enriquez-Cabot	For	For	Management
1.2	Elect Director H. Laurance Fuller	For	For	Management
2	Elect Director William P. Noglows	For	For	Management
3	Ratify Auditors	For	For	Management
4	Approve Omnibus Stock Plan	For	For	Management

CAL DIVE INTERNATIONAL, INC.

Ticker:	CDIS	Security ID:	127914109
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Owen Kratz	For	For	Management
1.2	Elect Director Bernard J. Duroc-Danner	For	For	Management
1.3	Elect Director John V. Lovoi	For	For	Management

CARBO CERAMICS INC.

Ticker:	CRR	Security ID:	140781105
Meeting Date:	APR 13, 2004	Meeting Type:	Annual
Record Date:	FEB 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Claude E. Cooke, Jr.	For	For	Management
1.2	Elect Director Chad C. Deaton	For	For	Management
1.3	Elect Director H.E. Lentz, Jr.	For	For	Management
1.4	Elect Director William C. Morris	For	For	Management
1.5	Elect Director John J. Murphy	For	For	Management
1.6	Elect Director C. Mark Pearson	For	For	Management
1.7	Elect Director Robert S. Rubin	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

CELL THERAPEUTICS, INC.

Ticker:	CTIC	Security ID:	150934107
Meeting Date:	MAY 21, 2004	Meeting Type:	Annual
Record Date:	APR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. Phillip M. Nudelman	For	For	Management
1.2	Elect Director John M. Fluke, Jr.	For	For	Management
1.3	Elect Director Silvano Spinelli	For	For	Management
1.4	Elect Director Dr. Erich Platzer	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Quorum Requirements	For	Against	Management
4	Amend Omnibus Stock Plan	For	For	Management
5	Amend Employee Stock Purchase Plan	For	For	Management
6	Ratify Auditors	For	For	Management

CELL THERAPEUTICS, INC.

Ticker:	CTIC	Security ID:	150934107
Meeting Date:	OCT 23, 2003	Meeting Type:	Special
Record Date:	SEP 12, 2003

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

CENTENE CORP DEL

Ticker:	CNC	Security ID:	15135B101
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steve Bartlett	For	For	Management
1.2	Elect Director Richard P. Wiederhold	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management

CHARLES RIVER ASSOCIATES INC.

Ticker:	CRAI	Security ID:	159852102
Meeting Date:	APR 16, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Basil L. Anderson*	For	For	Management
1.2	Elect Director Nancy L. Rose*	For	For	Management
1.3	Elect Director James C. Burrows**	For	For	Management
1.4	Elect Director Franklin M. Fisher**	For	For	Management
1.5	Elect Director Carl Shapiro**	For	For	Management

CHORDIANT SOFTWARE, INC.

Ticker:	CHRD	Security ID:	170404107
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	MAY 14, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Andrew Eckert	For	For	Management
1.2	Elect Director David R. Springett	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Stock Option Plan	For	Against	Management

CHRISTOPHER & BANKS CORP

Ticker:	CBK	Security ID:	171046105
Meeting Date:	JUL 30, 2003	Meeting Type:	Annual
Record Date:	MAY 30, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William J. Prange	For	For	Management
1.2	Elect Director James J. Fuld, Jr.	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

CLARCOR, INC.

Ticker:	CLC	Security ID:	179895107
Meeting Date:	MAR 22, 2004	Meeting Type:	Annual
Record Date:	FEB 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert J. Burgstahler	For	For	Management
1.2	Elect Director Paul Donovan	For	For	Management
1.3	Elect Director Norman E. Johnson	For	For	Management
2	Approve Employee Stock Purchase Plan	For	For	Management

COMMERCIAL CAPITAL BANCORP, INC.

Ticker:	CCBI	Security ID:	20162L105
Meeting Date:	MAY 17, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement	For	For	Management
2.1	Elect Director Stephen H. Gordon	For	For	Management
2.2	Elect Director Mark E. Schaffer	For	For	Management
2.3	Elect Director Christopher G. Hagerty	For	For	Management
3	Ratify Auditors	For	For	Management
4	Increase Authorized Common Stock	For	For	Management
5	Approve Executive Incentive Bonus Plan	For	For	Management
6	Approve Omnibus Stock Plan	For	For	Management
7	Adjourn Meeting	For	Against	Management

COOPER COMPANIES, INC., THE

Ticker:	COO	Security ID:	216648402
Meeting Date:	MAR 23, 2004	Meeting Type:	Annual
Record Date:	FEB 3, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. Thomas Bender	For	For	Management
1.2	Elect Director Michael H. Kalkstein	For	For	Management
1.3	Elect Director Moses Marx	For	For	Management
1.4	Elect Director Donald Press	For	For	Management
1.5	Elect Director Steven Rosenberg	For	For	Management
1.6	Elect Director Allan E Rubenstein M.D.	For	For	Management
1.7	Elect Director Robert S. Weiss	For	For	Management
1.8	Elect Director Stanley Zinberg, M.D.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management

CORIXA CORP

Ticker:	CRXA	Security ID:	21887F100
Meeting Date:	JUN 25, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven Gillis, Ph.D.	For	For	Management
1.2	Elect Director Ronald Hunt	For	For	Management
1.3	Elect Director Robert Momsen	For	For	Management
1.4	Elect Director Arnold L. Oronsky, Ph.D.	For	For	Management
1.5	Elect Director Samuel R. Saks, M.D.	For	For	Management
1.6	Elect Director Gregory Sessler	For	For	Management
1.7	Elect Director James W. Young, Ph.D.	For	For	Management
2	Change State of Incorporation from Delaware to Washington	For	Against	Management
3	Ratify Auditors	For	For	Management

CORVIS CORPORATION

Ticker:	CORV	Security ID:	221009103
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Issuance of Shares for a Private Placement	For	For	Management
2.1	Elect Director David S. Oros	For	For	Management
2.2	Elect Director F. A. Hrabowski III	For	For	Management
3	Ratify Auditors	For	For	Management

COSTAR GROUP, INC.

Ticker:	CSGP	Security ID:	22160N109
Meeting Date:	JUN 9, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael R. Klein	For	Withhold	Management
1.2	Elect Director Andrew C. Florance	For	For	Management
1.3	Elect Director David Bonderman	For	For	Management
1.4	Elect Director Warren H. Haber	For	For	Management
1.5	Elect Director Josiah O. Low, III	For	For	Management
1.6	Elect Director Christopher J. Nassetta	For	For	Management
1.7	Elect Director Catherine B. Reynolds	For	For	Management
2	Ratify Auditors	For	For	Management

D & K HEALTHCARE RESOURCES, INC.

Ticker:	DKHR	Security ID:	232861104
Meeting Date:	NOV 12, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Bryan H. Lawrence	For	For	Management
1.2	Elect Director Mary Ann Van Lokeren	For	For	Management
2	Ratify Auditors	For	For	Management
3	Other Business	For	Against	Management

DEVRY INC.

Ticker:	DV	Security ID:	251893103
Meeting Date:	NOV 18, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles A. Bowsher as Class III Director	For	For	Management
1.2	Elect Director Robert C. McCormack as Class III Director	For	For	Management
1.3	Elect Director Julia A. McGee as Class III Director	For	For	Management
1.4	Elect Director Ronald L. Taylor as Class III Director	For	For	Management
1.5	Elect Director Connie R. Curran as Class II Director	For	For	Management
2	Approve Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

DIGITAL INSIGHT CORP.

Ticker:	DGIN	Security ID:	25385P106
Meeting Date:	MAY 24, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael R. Hallman	For	For	Management
1.2	Elect Director Greg J. Santora	For	For	Management
2	Ratify Auditors	For	For	Management

DIGITAL RIVER, INC.

Ticker:	DRIV	Security ID:	25388B104
Meeting Date:	MAY 24, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joel A. Ronning	For	For	Management
1.2	Elect Director Perry W. Steiner	For	Withhold	Management
1.3	Elect Director J. Paul Thorin	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

DIGITAL THEATER SYSTEMS, INC.

Ticker:	DTSI	Security ID:	25389G102
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel E. Slusser	For	For	Management
1.2	Elect Director Joseph A. Fischer	For	For	Management
2	Ratify Auditors	For	For	Management

DIGITAS INC

Ticker:	DTAS	Security ID:	25388K104
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 18, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert R. Glatz	For	For	Management
1.2	Elect Director David W. Kenny	For	For	Management

DOV PHARMACEUTICAL, INC.

Ticker:	DOVP	Security ID:	259858108
Meeting Date:	MAY 24, 2004	Meeting Type:	Annual
Record Date:	APR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. Bernard Beer	For	For	Management
1.2	Elect Director Dr. Zola Horovitz	For	For	Management
1.3	Elect Director Ms. Theresa Bischoff	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

ECOLLEGE.COM

Ticker:	ECLG	Security ID:	27887E100
Meeting Date:	JUL 22, 2003	Meeting Type:	Annual
Record Date:	MAY 30, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Oakleigh Thorne	For	Withhold	Management
1.2	Elect Director Jack W. Blumenstein	For	For	Management
1.3	Elect Director Christopher E. Girgenti	For	For	Management
1.4	Elect Director Jeri L. Korshak	For	For	Management
1.5	Elect Director Robert H. Mundheim	For	For	Management
1.6	Elect Director Douglas H. Kelsall	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Other Business	For	Against	Management

EDUCATION MANAGEMENT CORP.

Ticker:	EDMC	Security ID:	28139T101
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	SEP 23, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert H. Atwell	For	For	Management
1.2	Elect Director William M. Campbell, III	For	For	Management
1.3	Elect Director Friedrich Teroerde	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

EGL, INC.

Ticker:	EAGL	Security ID:	268484102
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Crane	For	For	Management
1.2	Elect Director Frank J. Hevrdejs	For	For	Management
1.3	Elect Director Paul William Hobby	For	For	Management
1.4	Elect Director Michael K. Jhin	For	For	Management
1.5	Elect Director Milton Carroll	For	For	Management
1.6	Elect Director Neil E. Kelley	For	For	Management
1.7	Elect Director Rebecca A. McDonald	For	For	Management
1.8	Elect Director James C. Flagg	For	For	Management
1.9	Elect Director Elijio V. Serrano	For	For	Management
2	Ratify Auditors	For	For	Management

ELECTRONICS BOUTIQUE HOLDINGS CORP.

Ticker:	ELBO	Security ID:	286045109
Meeting Date:	JUN 28, 2004	Meeting Type:	Annual
Record Date:	MAY 14, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James J. Kim	For	For	Management
1.2	Elect Director Alfred J. Stein	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	For	For	Management

EMBARCADERO TECHNOLOGIES, INC.

Ticker:	EMBT	Security ID:	290787100
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	APR 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Timothy C.K. Chou	For	For	Management
1.2	Elect Director Frank M. Polestra	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

ENGINEERED SUPPORT SYSTEMS, INC.

Ticker:	EASI	Security ID:	292866100
Meeting Date:	MAR 2, 2004	Meeting Type:	Annual
Record Date:	JAN 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William H.T. Bush	For	For	Management
1.2	Elect Director Gerald E. Daniels	For	For	Management
1.3	Elect Director Ronald W. Davis	For	For	Management
1.4	Elect Director S. Lee Kling	For	For	Management
1.5	Elect Director General Crosbie E. Saint	For	For	Management
1.6	Elect Director Earl W. Wims, Ph.D.	For	Withhold	Management
2	Approve Stock Option Plan	For	For	Management
3	Approve Stock Option Plan	For	For	Management

ENZON PHARMACEUTICALS, INC.

Ticker:	ENZN	Security ID:	293904108
Meeting Date:	DEC 2, 2003	Meeting Type:	Annual
Record Date:	OCT 24, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. David W. Golde	For	For	Management
1.2	Elect Director Robert L. Parkinson, Jr.	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

EVERGREEN RESOURCES, INC.

Ticker:	EVG	Security ID:	299900308
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis R. Carlton	For	Withhold	Management
1.2	Elect Director Mark S. Sexton	For	Withhold	Management
1.3	Elect Director Arthur L. Smith	For	Withhold	Management
2	Ratify Auditors	For	For	Management

EXACT SCIENCES CORP.

Ticker:	EXAS	Security ID:	30063P105
Meeting Date:	JUN 9, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Don M. Hardison	For	For	Management
1.2	Elect Director Connie Mack, III	For	Withhold	Management
2	Ratify Auditors	For	For	Management

EXCO RESOURCES, INC.

Ticker:	EXCO	Security ID:	269279303
Meeting Date:	JUL 29, 2003	Meeting Type:	Special
Record Date:	JUN 17, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement	For	For	Management
2	Adjourn Meeting	For	Against	Management

EXULT, INC.

Ticker:	EXLT	Security ID:	302284104
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark F. Dzialga	For	For	Management
1.2	Elect Director Thomas J. Neff	For	For	Management
1.3	Elect Director Mary Alice Taylor	For	For	Management
2	Ratify Auditors	For	For	Management

FACTSET RESEARCH SYSTEMS, INC.

Ticker:	FDS	Security ID:	303075105
Meeting Date:	JAN 8, 2004	Meeting Type:	Annual
Record Date:	NOV 7, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Scott A. Billeadeau	For	For	Management
1.2	Elect Director Philip A. Hadley	For	For	Management
1.3	Elect Director John C. Mickle	For	For	Management
2	Ratify Auditors	For	For	Management

FORRESTER RESEARCH INC.

Ticker:	FORR	Security ID:	346563109
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Henk W. Broeders	For	For	Management
1.2	Elect Director George R. Hornig	For	For	Management

FOSSIL, INC.

Ticker:	FOSL	Security ID:	349882100
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tom Kartsotis	For	Withhold	Management
1.2	Elect Director Jal S. Shroff	For	Withhold	Management
1.3	Elect Director Donald J. Stone	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management

G&K SERVICES, INC.

Ticker:	GKSRA	Security ID:	361268105
Meeting Date:	NOV 6, 2003	Meeting Type:	Annual
Record Date:	SEP 10, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Baszucki	For	For	Management
1.2	Elect Director Richard L. Marcantonio	For	For	Management
1.3	Elect Director Alice M. Richter	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	Against	For	Shareholder

GAMESTOP CORP

Ticker:	GME	Security ID:	36466R101
Meeting Date:	JUL 2, 2003	Meeting Type:	Annual
Record Date:	MAY 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael N. Rosen	For	Withhold	Management
1.2	Elect Director Edward A. Volkwein	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Ratify Auditors	For	For	Management

GAMESTOP CORP

Ticker:	GME	Security ID:	36466R101
Meeting Date:	JUN 29, 2004	Meeting Type:	Annual
Record Date:	MAY 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Richard Fontaine	For	Withhold	Management
1.2	Elect Director Stephanie M. Shern	For	For	Management
2	Ratify Auditors	For	For	Management

GRANITE CONSTRUCTION INC.

Ticker:	GVA	Security ID:	387328107
Meeting Date:	MAY 24, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Rebecca A. McDonald	For	For	Management
1.2	Elect Director George B. Searle	For	Withhold	Management
1.3	Elect Director William G. Dorey	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Separate Chairman and CEO Positions	Against	Against	Shareholder
4	Ratify Auditors	For	For	Management

GREATER BAY BANCORP

Ticker:	GBBK	Security ID:	391648102
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frederick J. de Grosz	For	For	Management
1.2	Elect Director Susan Ford Dorsey	For	For	Management
1.3	Elect Director James E. Jackson	For	For	Management
1.4	Elect Director Stanley A. Kangas	For	For	Management
1.5	Elect Director George M. Marcus	For	For	Management
1.6	Elect Director Duncan L. Matteson	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Declassify the Board of Directors	Against	For	Management
6	Declassify the Board of Directors	Against	For	Shareholder

GROUP 1 AUTOMOTIVE INC.

Ticker:	GPI	Security ID:	398905109
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John L. Adams	For	For	Management
1.2	Elect Director Max P. Watson, Jr.	For	Withhold	Management
1.3	Elect Director J. Terry Strange	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

GUESS?, INC.

Ticker:	GES	Security ID:	401617105
Meeting Date:	MAY 10, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Marciano	For	Withhold	Management
1.2	Elect Director Anthony Chidoni	For	For	Management
2	Approve Omnibus Stock Plan	For	Against	Management
3	Ratify Auditors	For	For	Management

HEALTHCARE SERVICES GROUP, INC.

Ticker:	HCSG	Security ID:	421906108
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel P. Mccartney	For	Withhold	Management
1.2	Elect Director Barton D. Weisman	For	For	Management
1.3	Elect Director Joseph F. Mccartney	For	Withhold	Management
1.4	Elect Director Robert L. Frome	For	Withhold	Management
1.5	Elect Director Thomas A. Cook	For	Withhold	Management
1.6	Elect Director Robert J. Moss	For	For	Management
1.7	Elect Director John M. Briggs	For	For	Management
2	Ratify Auditors	For	For	Management

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

Ticker:	HSII	Security ID:	422819102
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard I. Beattie	For	For	Management
1.2	Elect Director John A. Fazio	For	For	Management
1.3	Elect Director Thomas J. Friel	For	For	Management
1.4	Elect Director Antonio Borges	For	For	Management

HIBBETT SPORTING GOODS, INC.

Ticker:	HIBB	Security ID:	428565105
Meeting Date:	JUN 2, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carl Kirkland	For	For	Management
1.2	Elect Director Michael J. Newsome	For	For	Management
1.3	Elect Director Thomas A. Saunders, III	For	For	Management
2	Amend Non-Employee Director Stock Option Plan	For	For	Management

II-VI INC.

Ticker:	IIVI	Security ID:	902104108
Meeting Date:	NOV 7, 2003	Meeting Type:	Annual
Record Date:	SEP 10, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Duncan A.J. Morrison	For	Withhold	Management
1.2	Elect Director Marc Y.E. Pelaez	For	For	Management
2	Ratify Auditors	For	Against	Management
3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For	Shareholder

INFORMATICA CORPORATION

Ticker:	INFA	Security ID:	45666Q102
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Janice D. Chaffin	For	For	Management
1.2	Elect Director Carl J. Yankowski	For	For	Management
2	Amend Non-Employee Director Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

INTEGRATED CIRCUIT SYSTEMS, INC.

Ticker:	ICST	Security ID:	45811K208
Meeting Date:	OCT 29, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hock E. Tan	For	Withhold	Management
1.2	Elect Director Nam P. Suh, Ph.D.	For	For	Management

INVESTMENT TECHNOLOGY GROUP, INC.

Ticker:	ITG	Security ID:	46145F105
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J. William Burdett	For	For	Management
1.2	Elect Director William I. Jacobs	For	For	Management
1.3	Elect Director Raymond L. Killian, Jr.	For	For	Management
1.4	Elect Director Robert L. King	For	For	Management
1.5	Elect Director Maureen O’Hara	For	For	Management
1.6	Elect Director Robert J. Russel	For	For	Management
1.7	Elect Director Mark A. Wolfson	For	For	Management
2	Ratify Auditors	For	For	Management

JACK HENRY & ASSOCIATES, INC.

Ticker:	JKHY	Security ID:	426281101
Meeting Date:	OCT 28, 2003	Meeting Type:	Annual
Record Date:	SEP 22, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John W. Henry	For	For	Management
1.2	Elect Director Jerry D. Hall	For	For	Management
1.3	Elect Director Michael E. Henry	For	For	Management
1.4	Elect Director James J. Ellis	For	Withhold	Management
1.5	Elect Director Burton O. George	For	Withhold	Management
1.6	Elect Director George R. Curry	For	Withhold	Management
1.7	Elect Director Joseph J. Maliekel	For	Withhold	Management

K-V PHARMACEUTICAL CO.

Ticker:	KV.B	Security ID:	482740206
Meeting Date:	AUG 28, 2003	Meeting Type:	Annual
Record Date:	JUL 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Victor M. Hermelin	For	Withhold	Management
1.2	Elect Director Alan G. Johnson	For	Withhold	Management

KENNETH COLE PRODUCTIONS, INC.

Ticker:	KCP	Security ID:	193294105
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Blum	For	Withhold	Management
1.2	Elect Director Kenneth D. Cole	For	Withhold	Management
1.3	Elect Director Robert C. Grayson	For	For	Management
1.4	Elect Director Denis F. Kelly	For	For	Management
1.5	Elect Director Stanley A. Mayer	For	Withhold	Management
1.6	Elect Director Philip B. Miller	For	For	Management
2	Approve Omnibus Stock Plan	For	Against	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Ratify Auditors	For	For	Management

KRONOS INC.

Ticker:	KRON	Security ID:	501052104
Meeting Date:	FEB 12, 2004	Meeting Type:	Annual
Record Date:	DEC 17, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard J. Dumler	For	For	Management
1.2	Elect Director Samuel Rubinovitz	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management
4	Other Business	For	Against	Management

KVH INDUSTRIES, INC.

Ticker:	KVHI	Security ID:	482738101
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arent Kits van Heyningen	For	For	Management
1.2	Elect Director Charles R. Trimble	For	For	Management

LINENS ‘N THINGS, INC.

Ticker:	LIN	Security ID:	535679104
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stanley P. Goldstein	For	For	Management
1.2	Elect Director Robert Kamerschen	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management

MACROMEDIA, INC.

Ticker:	MACR	Security ID:	556100105
Meeting Date:	JUL 24, 2003	Meeting Type:	Annual
Record Date:	MAY 27, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert K. Burgess	For	For	Management
1.2	Elect Director John (Ian) Giffen	For	Withhold	Management
1.3	Elect Director William H. Harris, Jr.	For	For	Management
1.4	Elect Director Robert A. Kotick	For	For	Management
1.5	Elect Director Donald L. Lucas	For	For	Management
1.6	Elect Director Timothy O’Reilly	For	For	Management
1.7	Elect Director William B. Welty	For	For	Management
2	Approve Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

MACROVISION CORP.

Ticker:	MVSN	Security ID:	555904101
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John O. Ryan	For	Withhold	Management
1.2	Elect Director William A. Krepick	For	Withhold	Management
1.3	Elect Director Matt Christiano	For	Withhold	Management
1.4	Elect Director Donna S. Birks	For	Withhold	Management
1.5	Elect Director William N. Stirlen	For	For	Management
1.6	Elect Director Thomas Wertheimer	For	For	Management
1.7	Elect Director Steven G. Blank	For	For	Management
2	Ratify Auditors	For	For	Management

MANHATTAN ASSOCIATES, INC.

Ticker:	MANH	Security ID:	562750109
Meeting Date:	MAY 21, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John J. Huntz, Jr.	For	For	Management
1.2	Elect Director Thomas E. Noonan	For	For	Management
2	Ratify Auditors	For	For	Management

MATTHEWS INTERNATIONAL CORP.

Ticker:	MATW	Security ID:	577128101
Meeting Date:	FEB 19, 2004	Meeting Type:	Annual
Record Date:	DEC 31, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Glenn R. Mahone	For	Withhold	Management
1.2	Elect Director David J. Decarlo	For	Withhold	Management
1.3	Elect Director Robert J. Kavanaugh	For	For	Management
1.4	Elect Director John P. O’Leary, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management

MAVERICK TUBE CORP.

Ticker:	MVK	Security ID:	577914104
Meeting Date:	MAY 3, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gregg Eisenberg	For	For	Management
1.2	Elect Director C. Robert Bunch	For	For	Management
1.3	Elect Director David H. Kennedy	For	For	Management
1.4	Elect Director Wayne P. Mang	For	For	Management
1.5	Elect Director Paul G. McDermott	For	For	Management
1.6	Elect Director C. Adams Moore	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

MAXIMUS INC.

Ticker:	MMS	Security ID:	577933104
Meeting Date:	MAR 18, 2004	Meeting Type:	Annual
Record Date:	JAN 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul R. Lederer	For	For	Management
1.2	Elect Director Peter B. Pond	For	For	Management
1.3	Elect Director James R. Thompson, Jr.	For	Withhold	Management
2	Amend Employee Stock Purchase Plan	For	For	Management

MEDICINES COMPANY (THE)

Ticker:	MDCO	Security ID:	584688105
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William W. Crouse	For	For	Management
1.2	Elect Director T. Scott Johnson	For	For	Management
1.3	Elect Director David M. Stack	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

MEDICIS PHARMACEUTICAL CORP.

Ticker:	MRX	Security ID:	584690309
Meeting Date:	NOV 19, 2003	Meeting Type:	Annual
Record Date:	OCT 10, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arthur G. Altschul, Jr.	For	Withhold	Management
1.2	Elect Director Philip S. Schein, M.D.	For	Withhold	Management
2	Increase Authorized Common Stock	For	Against	Management
3	Ratify Auditors	For	Against	Management

MERCURY COMPUTER SYSTEMS, INC.

Ticker:	MRCY	Security ID:	589378108
Meeting Date:	NOV 17, 2003	Meeting Type:	Special
Record Date:	OCT 3, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Bertelli	For	For	Management
1.2	Elect Director Russell K. Johnsen	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Amend Stock Option Plan	For	For	Management

MICROSEMI CORP.

Ticker:	MSCC	Security ID:	595137100
Meeting Date:	FEB 25, 2004	Meeting Type:	Annual
Record Date:	JAN 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James J. Peterson	For	For	Management
1.2	Elect Director Nick E. Yocca	For	Withhold	Management
1.3	Elect Director Thomas R. Anderson	For	For	Management
1.4	Elect Director Dennis R. Leibel	For	For	Management
1.5	Elect Director William E. Bendush	For	For	Management
1.6	Elect Director William L. Healey	For	For	Management
1.7	Elect Director Harold A. Blonquist	For	For	Management

MOLECULAR DEVICES CORP.

Ticker:	MDCC	Security ID:	60851C107
Meeting Date:	JUN 30, 2004	Meeting Type:	Annual
Record Date:	MAY 6, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition	For	For	Management
2.1	Elect Director Joseph D. Keegan, Ph.D.	For	For	Management
2.2	Elect Director Moshe H. Alafi	For	For	Management
2.3	Elect Director David L. Anderson	For	For	Management
2.4	Elect Director A. Blaine Bowman	For	For	Management
2.5	Elect Director Paul Goddard, Ph.D.	For	For	Management
2.6	Elect Director Andre F. Marion	For	For	Management
2.7	Elect Director H.M. Mcconnell, Ph.D.	For	For	Management
2.8	Elect Director J. Allan Waitz, Ph.D.	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

MOLINA HEALTHCARE, INC.

Ticker:	MOH	Security ID:	60855R100
Meeting Date:	DEC 4, 2003	Meeting Type:	Annual
Record Date:	NOV 7, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George S. Goldstein, Ph.D.	For	For	Management
1.2	Elect Director Ronald Lossett, CPA, D.B.A.	For	For	Management
2	Ratify Auditors	For	For	Management

MOLINA HEALTHCARE, INC.

Ticker:	MOH	Security ID:	60855R100
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John C. Molina, J.D.	For	For	Management
1.2	Elect Director C.Z. Fedak, Cpa, M.B.A.	For	For	Management
1.3	Elect Director Sally K. Richardson	For	For	Management

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:	MSM	Security ID:	553530106
Meeting Date:	JAN 6, 2004	Meeting Type:	Annual
Record Date:	DEC 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mitchell Jacobson	For	For	Management
1.2	Elect Director David Sandler	For	For	Management
1.3	Elect Director Charles Boehlke	For	For	Management
1.4	Elect Director Roger Fradin	For	For	Management
1.5	Elect Director Denis Kelly	For	For	Management
1.6	Elect Director Raymond Langton	For	For	Management
1.7	Elect Director Philip Peller	For	For	Management
2	Amend Restricted Stock Plan	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Amend Stock Option Plan	For	For	Management
5	Amend Stock Option Plan	For	For	Management
6	Amend Employee Stock Purchase Plan	For	For	Management
7	Ratify Auditors	For	For	Management

NARA BANCORP, INC.

Ticker:	NARA	Security ID:	63080P105
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. Chong Moon Lee	For	For	Management
1.2	Elect Director Dr. Thomas Chung	For	For	Management
1.3	Elect Director Benjamin B. Hong	For	For	Management
1.4	Elect Director Steve Y. Kim	For	For	Management
1.5	Elect Director Jesun Paik	For	For	Management
1.6	Elect Director Ki Suh Park	For	Withhold	Management
1.7	Elect Director Hyon M. Park	For	For	Management
1.8	Elect Director Yong H. Kim	For	Withhold	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

NATIONAL FINANCIAL PARTNERS CORP.

Ticker:	NFP	Security ID:	63607P208
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephanie Abramson	For	For	Management
1.2	Elect Director Arthur Ainsberg	For	For	Management
1.3	Elect Director Marc Becker	For	For	Management
1.4	Elect Director Jessica Bibliowicz	For	For	Management
1.5	Elect Director Matthew Goldstein	For	For	Management
1.6	Elect Director Shari Loessberg	For	For	Management
1.7	Elect Director Marc Rowan	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

NAVIGANT CONSULTING INC.

Ticker:	NCI	Security ID:	63935N107
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Thompson	For	For	Management
1.2	Elect Director Samuel K. Skinner	For	For	Management
2	Ratify Auditors	For	For	Management

NIC INC

Ticker:	EGOV	Security ID:	62914B100
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffery S. Fraser	For	For	Management
1.2	Elect Director John L. Bunce, Jr.	For	For	Management
1.3	Elect Director Daniel J. Evans	For	For	Management
1.4	Elect Director Ross C. Hartley	For	For	Management
1.5	Elect Director Pete Wilson	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

NOVEN PHARMACEUTICALS, INC.

Ticker:	NOVN	Security ID:	670009109
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	APR 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Sidney Braginsky	For	For	Management
1.2	Elect Director John G. Clarkson, M.D.	For	For	Management
1.3	Elect Director Donald A. Denkhaus	For	For	Management
1.4	Elect Director Robert G. Savage	For	For	Management
1.5	Elect Director Robert C. Strauss	For	For	Management
1.6	Elect Director Wayne P. Yetter	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

O2MICRO INTERNATIONAL LIMITED

Ticker:	OIIM	Security ID:	G6797E106
Meeting Date:	JUN 17, 2004	Meeting Type:	Annual
Record Date:	APR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael Austin	For	For	Management
1.2	Elect Director Keisuke Yawata	For	For	Management
2	TO APPROVE AND ADOPT THE FINANCIAL STATEMENTS AND THE AUDITOR S REPORT IN THE FORM INCLUDED IN THE ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.	For	For	Management
3	Ratify Auditors	For	For	Management

OMNICELL INC

Ticker:	OMCL	Security ID:	68213N109
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kevin L. Roberg	For	For	Management
1.2	Elect Director John D. Stobo, Jr.	For	For	Management
1.3	Elect Director Donald C. Wegmiller	For	For	Management
2	Ratify Auditors	For	For	Management

OVERTURE SERVICES, INC.

Ticker:		Security ID:	69039R100
Meeting Date:	OCT 7, 2003	Meeting Type:	Special
Record Date:	AUG 27, 2003

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

P.F. CHANG’S CHINA BISTRO INC

Ticker:	PFCB	Security ID:	69333Y108
Meeting Date:	APR 23, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard L. Federico	For	For	Management
1.2	Elect Director R. Michael Welborn	For	For	Management
1.3	Elect Director James D. Shennan, Jr.	For	For	Management
1.4	Elect Director F. Lane Cardwell, Jr.	For	For	Management
1.5	Elect Director Kenneth J. Wessels	For	For	Management
1.6	Elect Director M. Ann Rhoades	For	For	Management
1.7	Elect Director Lesley H. Howe	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Adjourn Meeting	For	Against	Management

PACKETEER, INC.

Ticker:	PKTR	Security ID:	695210104
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dave Cote	For	For	Management
2	Ratify Auditors	For	For	Management

PAREXEL INTERNATIONAL CORP.

Ticker:	PRXL	Security ID:	699462107
Meeting Date:	NOV 11, 2003	Meeting Type:	Annual
Record Date:	OCT 2, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. Joseph Eagle	For	For	Management
1.2	Elect Director Richard L. Love	For	For	Management
1.3	Elect Director Serge Okun	For	For	Management
2	Ratify Auditors	For	For	Management

PATINA OIL & GAS CORP.

Ticker:	POG	Security ID:	703224105
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles E. Bayless	For	For	Management
1.2	Elect Director Jeffrey L. Berenson	For	Against	Management
1.3	Elect Director Robert J. Clark	For	For	Management
1.4	Elect Director Jay W. Decker	For	For	Management
1.5	Elect Director Thomas J. Edelman	For	For	Management
1.6	Elect Director Elizabeth K. Lanier	For	For	Management
1.7	Elect Director Alexander P. Lynch	For	For	Management
1.8	Elect Director Paul M. Rady	For	For	Management
1.9	Elect Director Jon R. Whitney	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management
4	Other Business	For	Against	Management

PENN VIRGINIA CORP.

Ticker:	PVA	Security ID:	707882106
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward B. Cloues, Ii	For	Withhold	Management
1.2	Elect Director A. James Dearlove	For	Withhold	Management
1.3	Elect Director Robert Garrett	For	Withhold	Management
1.4	Elect Director H. Jarrell Gibbs	For	Withhold	Management
1.5	Elect Director Keith D. Horton	For	Withhold	Management
1.6	Elect Director Joe T. Rye	For	Withhold	Management
1.7	Elect Director Marsha Reines Perelman	For	Withhold	Management
1.8	Elect Director Gary K. Wright	For	Withhold	Management

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

Ticker:	PPDI	Security ID:	717124101
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stuart Bondurant, M.D.	For	For	Management
1.2	Elect Director Frederick Frank	For	For	Management
1.3	Elect Director Terry Magnuson, Ph.D.	For	For	Management
1.4	Elect Director Fredric N. Eshelman	For	For	Management
1.5	Elect Director David L. Grange	For	For	Management
1.6	Elect Director Ernest Mario, Ph.D.	For	For	Management
1.7	Elect Director Marye Anne Fox	For	For	Management
1.8	Elect Director Catherine M. Klema	For	For	Management
1.9	Elect Director John A. McNeill, Jr.	For	For	Management
2	Other Business	For	Against	Management

PINNACLE SYSTEMS, INC.

Ticker:	PCLE	Security ID:	723481107
Meeting Date:	OCT 29, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director L. Gregory Ballard	For	For	Management
1.2	Elect Director Ajay Chopra	For	For	Management
1.3	Elect Director J. Kim Fennell	For	For	Management
1.4	Elect Director L. William Krause	For	For	Management
1.5	Elect Director John C. Lewis	For	For	Management
1.6	Elect Director Harry Motro	For	For	Management
1.7	Elect Director Mark L. Sanders	For	For	Management
1.8	Elect Director Charles J. Vaughan	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Employee Stock Purchase Plan	For	For	Management

POWER INTEGRATIONS, INC.

Ticker:	POWI	Security ID:	739276103
Meeting Date:	JUN 3, 2004	Meeting Type:	Annual
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Scott Brown	For	For	Management
1.2	Elect Director Steven J. Sharp	For	Withhold	Management
2	Amend Stock Option Plan	For	Against	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

PRIORITY HEALTHCARE CORP.

Ticker:	PHCC	Security ID:	74264T102
Meeting Date:	MAY 17, 2004	Meeting Type:	Annual
Record Date:	MAR 18, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael D. McCormick	For	For	Management
1.2	Elect Director Thomas J. Salentine	For	For	Management
1.3	Elect Director Glenn D. Steele, Jr., M.D., Ph.D.	For	For	Management
2	Ratify Auditors	For	For	Management	��
3	Amend Non-Employee Director Stock Option Plan	For	For	Management

QLT INC.

Ticker:	QLT	Security ID:	746927102
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	APR 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management
2	Fix Number of Directors at Eight	For	For	Management
3.1	Elect E. Duff Scott as a Director	For	For	Management
3.2	Elect Paul J. Hastings as a Director	For	For	Management
3.3	Elect Julia G. Levy as a Director	For	For	Management
3.4	Elect C. Boyd Clarke as a Director	For	For	Management
3.5	Elect Peter A. Crossgrove as a Director	For	For	Management
3.6	Elect Ronald D. Henriksen as a Director	For	For	Management
3.7	Elect Alan C. Mendelson as a Director	For	For	Management
3.8	Elect L. Jack Wood as a Director	For	For	Management

QUEST SOFTWARE, INC.

Ticker:	QSFT	Security ID:	74834T103
Meeting Date:	JUN 9, 2004	Meeting Type:	Annual
Record Date:	MAY 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Vicent C. Smith	For	For	Management
1.2	Elect Director Doran G. Machin	For	For	Management
1.3	Elect Director Jerry Murdock, Jr.	For	For	Management
1.4	Elect Director Raymond J. Lane	For	For	Management
1.5	Elect Director Augustine L. Nieto II	For	For	Management
1.6	Elect Director Kevin M. Klausmeyer	For	For	Management
2	Amend Stock Option Plan	For	Against	Management
3	Approve Increase in Size of Board	For	For	Management
4	Ratify Auditors	For	For	Management

RES-CARE, INC.

Ticker:	RSCR	Security ID:	760943100
Meeting Date:	AUG 8, 2003	Meeting Type:	Annual
Record Date:	JUN 17, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Seymour L. Bryson, Ph.D.	For	For	Management
1.2	Elect Director Steven S. Reed	For	For	Management
1.3	Elect Director E. Halsey Sandford	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	Against	For	Shareholder
4	Limit Composition of Audit Committee to Independent Directors	Against	Against	Shareholder

RETEK INC.

Ticker:	RETK	Security ID:	76128Q109
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John Buchanan	For	For	Management
1.2	Elect Director N. Ross Buckenham	For	For	Management
2	Ratify Auditors	For	For	Management

ROGERS CORP.

Ticker:	ROG	Security ID:	775133101
Meeting Date:	APR 29, 2004	Meeting Type:	Annual
Record Date:	MAR 4, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Fix Number of Directors	For	For	Management
2.1	Elect Director Leonard M. Baker	For	For	Management
2.2	Elect Director Walter E. Boomer	For	For	Management
2.3	Elect Director Edward L. Diefenthal	For	For	Management
2.4	Elect Director Gregory B. Howey	For	For	Management
2.5	Elect Director Leonard R. Jaskol	For	For	Management
2.6	Elect Director Eileen S. Kraus	For	For	Management
2.7	Elect Director William E. Mitchell	For	For	Management
2.8	Elect Director Robert G. Paul	For	For	Management
2.9	Elect Director Robert D. Wachob	For	For	Management
3	Ratify Auditors	For	For	Management
4	Alter Mandatory Retirement Policy for Directors	For	For	Management

S1 CORPORATION

Ticker:	SONE	Security ID:	78463B101
Meeting Date:	MAY 14, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jaime W. Ellertson	For	For	Management
1.2	Elect Director M. Douglas Ivester	For	For	Management
1.3	Elect Director James S. Mahan, III	For	For	Management

SAPIENT CORPORATION

Ticker:	SAPE	Security ID:	803062108
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Darius W. Gaskins, Jr.	For	For	Management
1.2	Elect Director Gary S. McKissock	For	For	Management
1.3	Elect Director J. Stuart Moore	For	For	Management
2	Declassify the Board of Directors	For	For	Management
3	Ratify Auditors	For	For	Management

SEMTECH CORP.

Ticker:	SMTC	Security ID:	816850101
Meeting Date:	JUN 10, 2004	Meeting Type:	Annual
Record Date:	APR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Glen M. Antle	For	For	Management
1.2	Elect Director James P. Burra	For	For	Management
1.3	Elect Director Jason L. Carlson	For	Withhold	Management
1.4	Elect Director Rockell N. Hankin	For	For	Management
1.5	Elect Director James T. Lindstrom	For	For	Management
1.6	Elect Director John L. Piotrowski	For	For	Management
1.7	Elect Director John D. Poe	For	Withhold	Management
1.8	Elect Director James T. Schraith	For	For	Management
2	Ratify Auditors	For	For	Management

SFBC INTERNATIONAL INC

Ticker:	SFCC	Security ID:	784121105
Meeting Date:	JUN 21, 2004	Meeting Type:	Annual
Record Date:	APR 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lisa Krinsky, M.D.	For	For	Management
1.2	Elect Director Arnold Hantman	For	For	Management
1.3	Elect Director Jack Levine	For	For	Management
1.4	Elect Director David Lucking	For	For	Management
1.5	Elect Director Dr. Leonard Weinstein	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Approve Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Increase Authorized Common Stock	For	For	Management
6	Other Business	For	Against	Management

SHUFFLE MASTER, INC.

Ticker:	SHFL	Security ID:	825549108
Meeting Date:	MAR 17, 2004	Meeting Type:	Annual
Record Date:	JAN 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark L. Yoseloff	For	For	Management
1.2	Elect Director Garry W. Saunders	For	For	Management
1.3	Elect Director Ken Robson	For	For	Management
1.4	Elect Director Don R. Kornstein	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan	For	For	Management

SIERRA WIRELESS INC.

Ticker:	SW.	Security ID:	826516106
Meeting Date:	APR 26, 2004	Meeting Type:	Annual
Record Date:	MAR 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David B. Sutcliffe	For	For	Management
1.2	Elect Director Gregory D. Aasen	For	For	Management
1.3	Elect Director S. Jane Rowe	For	For	Management
1.4	Elect Director Paul G. Cataford	For	For	Management
1.5	Elect Director Peter Ciceri	For	For	Management
1.6	Elect Director Nadir Mohamed	For	For	Management
1.7	Elect Director Charles E. Levine	For	For	Management
2	Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management

SIGMATEL INC.

Ticker:	SGTL	Security ID:	82661W107
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	MAR 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ronald P. Edgerton	For	For	Management
1.2	Elect Director William P. Osborne	For	For	Management
2	Elect Director Robert T. Derby	For	For	Management
3	Ratify Auditors	For	For	Management

SILICON VALLEY BANCSHARES

Ticker:	SIVB	Security ID:	827064106
Meeting Date:	APR 22, 2004	Meeting Type:	Annual
Record Date:	FEB 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James F. Burns, Jr.	For	For	Management
1.2	Elect Director G. Felda Hardymon	For	For	Management
1.3	Elect Director Alex W. Hart	For	For	Management
1.4	Elect Director James R. Porter	For	For	Management
1.5	Elect Director Michaela K. Rodeno	For	For	Management
1.6	Elect Director Larry W. Sonsini	For	For	Management
1.7	Elect Director Kenneth P. Wilcox	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

SKYWEST, INC.

Ticker:	SKYW	Security ID:	830879102
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jerry C. Atkin	For	For	Management
1.2	Elect Director J. Ralph Atkin	For	Withhold	Management
1.3	Elect Director Steven F. Udvar-Hazy	For	Withhold	Management
1.4	Elect Director Ian M. Cumming	For	For	Management
1.5	Elect Director W. Steve Albrecht	For	For	Management
1.6	Elect Director Mervyn K. Cox	For	For	Management
1.7	Elect Director Sidney J. Atkin	For	Withhold	Management
1.8	Elect Director Hyrum W. Smith	For	For	Management
1.9	Elect Director Robert G. Sarver	For	For	Management
2	Ratify Auditors	For	For	Management

SOUTHWEST BANCORPORATION OF TEXAS, INC.

Ticker:	SWBT	Security ID:	84476R109
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ernest H. Cockrell	For	For	Management
1.2	Elect Director Fred R. Lummis	For	For	Management
1.3	Elect Director Paul B. Murphy, Jr.	For	For	Management
1.4	Elect Director Thomas F. Soriero, Sr.	For	For	Management
2	Approve Deferred Compensation Plan	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

SPECTRALINK CORP.

Ticker:	SLNK	Security ID:	847580107
Meeting Date:	JUN 21, 2004	Meeting Type:	Annual
Record Date:	APR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carl D. Carman	For	For	Management
1.2	Elect Director Anthony V. Carollo, Jr.	For	For	Management
1.3	Elect Director John H. Elms	For	For	Management
1.4	Elect Director Gerald J. ‘Bud’ Laber	For	For	Management
1.5	Elect Director Werner P. Schmuecking	For	For	Management
2	Ratify Auditors	For	For	Management

SRA INTERNATIONAL, INC.

Ticker:	SRX	Security ID:	78464R105
Meeting Date:	NOV 12, 2003	Meeting Type:	Annual
Record Date:	SEP 24, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William K. Brehm	For	For	Management
1.2	Elect Director Edward E. Legasey	For	For	Management
1.3	Elect Director Delbert C. Staley	For	For	Management
2	Ratify Auditors	For	For	Management

STEINER LEISURE LTD.

Ticker:	STNR	Security ID:	P8744Y102
Meeting Date:	JUN 17, 2004	Meeting Type:	Annual
Record Date:	APR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles D. Finkelstein*	For	For	Management
1.2	Elect Director Jonathan D. Mariner*	For	For	Management
1.3	Elect Director David S. Harris**	For	For	Management
2	APPROVAL OF 2004 EQUITY INCENTIVE PLAN.	For	For	Management
3	Ratify Auditors	For	For	Management

STRAYER EDUCATION, INC.

Ticker:	STRA	Security ID:	863236105
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert S. Silberman	For	For	Management
1.2	Elect Director Dr. Charlotte F. Beason	For	For	Management
1.3	Elect Director William E. Brock	For	For	Management
1.4	Elect Director David A. Coulter	For	For	Management
1.5	Elect Director Gary Gensler	For	For	Management
1.6	Elect Director Robert R. Grusky	For	For	Management
1.7	Elect Director Todd A. Milano	For	For	Management
1.8	Elect Director Robert L. Johnson	For	For	Management
1.9	Elect Director G. Thomas Waite, III	For	For	Management
1.10	Elect Director J. David Wargo	For	For	Management
2	Ratify Auditors	For	For	Management

SYPRIS SOLUTIONS, INC.

Ticker:	SYPR	Security ID:	871655106
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	MAR 3, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Scott Gill	For	Withhold	Management
1.2	Elect Director Roger W. Johnson	For	For	Management
1.3	Elect Director Robert Sroka	For	For	Management
2	Approve Omnibus Stock Plan	For	Against	Management

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:	TTWO	Security ID:	874054109
Meeting Date:	NOV 17, 2003	Meeting Type:	Special
Record Date:	OCT 6, 2003

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

TECHNE CORP.

Ticker:	TECH	Security ID:	878377100
Meeting Date:	OCT 23, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Fix Number of Directors	For	For	Management
2.1	Elect Director Thomas E. Oland	For	For	Management
2.2	Elect Director Roger C. Lucas, Ph.D.	For	Withhold	Management
2.3	Elect Director Howard V. O’Connell	For	For	Management
2.4	Elect Director G. Arthur Herbert	For	For	Management
2.5	Elect Director Randolph C. Steer, M.D., Ph.D.	For	For	Management
2.6	Elect Director Christopher S. Henney, D.Sc., Ph.D.	For	For	Management
2.7	Elect Director Robert V. Baumgartner, C.P.A.	For	For	Management

TEXAS REGIONAL BANKSHARES, INC.

Ticker:	TRBS	Security ID:	882673106
Meeting Date:	APR 19, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Morris Atlas	For	For	Management
1.2	Elect Director Frank N. Boggus	For	Withhold	Management
1.3	Elect Director Robert G. Farris	For	For	Management
1.4	Elect Director C. Kenneth Landrum, M.D	For	For	Management
1.5	Elect Director David L. Lane	For	For	Management
1.6	Elect Director Jack H. Mayfield, Jr.	For	For	Management
1.7	Elect Director Joe Penland, Sr.	For	For	Management
1.8	Elect Director Joseph E. Reid	For	For	Management
1.9	Elect Director G.E. Roney	For	For	Management
1.10	Elect Director Julie G. Uhlhorn	For	For	Management
1.11	Elect Director Walter Umphrey	For	For	Management
1.12	Elect Director Mario Max Yzaguirre	For	For	Management
2	Approve Stock Option Plan	For	For	Management
3	Approve Stock Option Plan	For	For	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management
5	Ratify Auditors	For	For	Management

THOR INDUSTRIES, INC.

Ticker:	THO	Security ID:	885160101
Meeting Date:	DEC 9, 2003	Meeting Type:	Annual
Record Date:	OCT 21, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Neil D. Chrisman	For	For	Management
1.2	Elect Director Alan Siegel	For	Withhold	Management
1.3	Elect Director Geoffrey A. Thomson	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management

THORATEC CORP.

Ticker:	THOR	Security ID:	885175307
Meeting Date:	MAY 21, 2004	Meeting Type:	Annual
Record Date:	APR 14, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J. Donald Hill	For	For	Management
1.2	Elect Director D. Keith Grossman	For	Against	Management
1.3	Elect Director Howard E. Chase	For	For	Management
1.4	Elect Director J. Daniel Cole	For	For	Management
1.5	Elect Director Neil F. Dimick	For	Against	Management
1.6	Elect Director William M. Hitchcock	For	For	Management
1.7	Elect Director George W. Holbrook, Jr.	For	For	Management
1.8	Elect Director Daniel M. Mulvena	For	For	Management

TIBCO SOFTWARE, INC.

Ticker:	TIBX	Security ID:	88632Q103
Meeting Date:	APR 15, 2004	Meeting Type:	Annual
Record Date:	FEB 18, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Vivek Y. Ranadive	For	For	Management
1.2	Elect Director Naren Gupta	For	For	Management
1.3	Elect Director Peter Job	For	For	Management
1.4	Elect Director William A. Owens	For	Withhold	Management
1.5	Elect Director Philip K. Wood	For	For	Management
1.6	Elect Director Eric Dunn	For	For	Management
2	Ratify Auditors	For	For	Management

TIMBERLAND CO., THE

Ticker:	TBL	Security ID:	887100105
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Fix Number of and Elect Director Sidney W. Swartz	For	For	Management
1.2	Elect Director Jeffrey B. Swartz	For	For	Management
1.3	Elect Director John E. Beard	For	Withhold	Management
1.4	Elect Director John F. Brennan	For	Against	Management
1.5	Elect Director Ian W. Diery	For	For	Management
1.6	Elect Director Irene M. Esteves	For	For	Management
1.7	Elect Director John A. Fitzsimmons	For	For	Management
1.8	Elect Director Virginia H. Kent	For	Against	Management
1.9	Elect Director Bill Shore	For	For	Management

TRIMBLE NAVIGATION LTD.

Ticker:	TRMB	Security ID:	896239100
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven W. Berglund	For	For	Management
1.2	Elect Director Robert S. Cooper	For	For	Management
1.3	Elect Director John B. Goodrich	For	Withhold	Management
1.4	Elect Director William Hart	For	For	Management
1.5	Elect Director Ulf J. Johansson	For	For	Management
1.6	Elect Director Bradford W. Parkinson	For	Withhold	Management
1.7	Elect Director Nickolas W. VandeSteeg	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

ULTRALIFE BATTERIES, INC.

Ticker:	ULBI	Security ID:	903899102
Meeting Date:	JUN 10, 2004	Meeting Type:	Annual
Record Date:	APR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Patricia C. Barron	For	For	Management
1.2	Elect Director Anthony J. Cavanna	For	For	Management
1.3	Elect Director Paula H.J. Cholmondeley	For	For	Management
1.4	Elect Director Daniel W. Christman	For	For	Management
1.5	Elect Director John D. Kavazanjian	For	For	Management
1.6	Elect Director Carl H. Rosner	For	For	Management
1.7	Elect Director Ranjit C. Singh	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

UNIT CORPORATION

Ticker:	UNT	Security ID:	909218109
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John H. Williams	For	For	Management
1.2	Elect Director William B. Morgan	For	For	Management
1.3	Elect Director Larry D. Pinkston	For	For	Management
2	Ratify Auditors	For	For	Management

UNITED NATURAL FOODS, INC.

Ticker:	UNFI	Security ID:	911163103
Meeting Date:	DEC 3, 2003	Meeting Type:	Annual
Record Date:	OCT 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard Antonelli	For	For	Management
1.2	Elect Director Joseph M. Cianciolo	For	For	Management
1.3	Elect Director Steven H. Townsend	For	For	Management
2	Ratify Auditors	For	For	Management

UNITED ONLINE, INC.

Ticker:	UNTD	Security ID:	911268100
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert Berglass	For	For	Management
1.2	Elect Director Kenneth L. Coleman	For	For	Management
2	Ratify Auditors	For	For	Management
3	Other Business	For	Against	Management

VARIAN INC

Ticker:	VARI	Security ID:	922206107
Meeting Date:	FEB 4, 2004	Meeting Type:	Annual
Record Date:	DEC 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John G. McDonald	For	For	Management
1.2	Elect Director Wayne R. Moon	For	For	Management
2	Approve/Amend Executive Incentive Bonus Plan	For	For	Management

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

Ticker:	VSEA	Security ID:	922207105
Meeting Date:	FEB 10, 2004	Meeting Type:	Annual
Record Date:	DEC 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert W. Dutton	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

VERITY, INC.

Ticker:	VRTY	Security ID:	92343C106
Meeting Date:	OCT 23, 2003	Meeting Type:	Annual
Record Date:	AUG 26, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anthony J. Bettencourt	For	For	Management
1.2	Elect Director Stephen A. MacDonald	For	For	Management
2	Ratify Auditors	For	For	Management

VION PHARMACEUTICALS, INC.

Ticker:	VION	Security ID:	927624106
Meeting Date:	JUN 9, 2004	Meeting Type:	Annual
Record Date:	APR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William R. Miller	For	For	Management
1.2	Elect Director Stephen K. Carter, Md	For	For	Management
1.3	Elect Director Frank T. Cary	For	For	Management
1.4	Elect Director Alan Kessman	For	For	Management
1.5	Elect Director Charles K. Macdonald	For	For	Management
1.6	Elect Director Alan C. Sartorelli, Ph.D	For	For	Management
1.7	Elect Director Walter B. Wriston	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

VISTACARE, INC.

Ticker:	VSTA	Security ID:	92839Y109
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Perry G. Fine, M.D.	For	For	Management
1.2	Elect Director William J. McBride	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

WILSON GREATBATCH TECHNOLOGIES, INC.

Ticker:	GB	Security ID:	972232102
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward F. Voboril	For	For	Management
1.2	Elect Director Pamela G. Bailey	For	For	Management
1.3	Elect Director Joseph A. Miller, Jr.	For	For	Management
1.4	Elect Director Bill R. Sanford	For	For	Management
1.5	Elect Director Peter H. Soderberg	For	For	Management
1.6	Elect Director Thomas S. Summer	For	For	Management
1.7	Elect Director William B. Summers, Jr.	For	For	Management
1.8	Elect Director John P. Wareham	For	For	Management

WIRELESS FACILITIES, INC.

Ticker:	WFII	Security ID:	97653A103
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	APR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Masood K. Tayebi, Ph.D.	For	For	Management
1.2	Elect Director Scott Anderson	For	For	Management
1.3	Elect Director Bandel Carano	For	For	Management
1.4	Elect Director Eric M. DeMarco	For	For	Management
1.5	Elect Director William Hoglund	For	For	Management
1.6	Elect Director Scot Jarvis	For	For	Management
1.7	Elect Director William Owens	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

WRIGHT MED GROUP INC

Ticker:	WMGI	Security ID:	98235T107
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James T. Treace	For	For	Management
1.2	Elect Director F. Barry Bays	For	For	Management
1.3	Elect Director Richard B. Emmitt	For	For	Management
1.4	Elect Director Laurence Y. Fairey	For	For	Management
1.5	Elect Director David D. Stevens	For	For	Management
1.6	Elect Director James E. Thomas	For	For	Management
1.7	Elect Director Thomas E. Timbie	For	For	Management
1.8	Elect Director Elizabeth H. Weatherman	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

ZORAN CORP.

Ticker:	ZRAN	Security ID:	98975F101
Meeting Date:	JUN 18, 2004	Meeting Type:	Annual
Record Date:	APR 28, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Levy Gerzberg, Ph.D.	For	For	Management
1.2	Elect Director Uzia Galil	For	For	Management
1.3	Elect Director James D. Meindl	For	For	Management
1.4	Elect Director James B. Owens, Jr.	For	For	Management
1.5	Elect Director David Rynne	For	For	Management
1.6	Elect Director Arthur B. Stabenow	For	For	Management
1.7	Elect Director Philip M. Young	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Amend Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management

End of Report

SIGNATURES

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

	Lord Abbett Developing Growth Fund, Inc.


	By:	/s/ Christina T. Simmons
		Christina T. Simmons
		Vice President & Secretary

Date: August 27, 2004

Lord Abbett Developing Growth Fund Class R6 (LADVX) N-PXAnnual report of proxy voting record