FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-01352
EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Devonshire Trust
Fund Name: Fidelity Utilities Fund
82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ERIC D. ROITER, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-563-7000
DATE OF FISCAL YEAR END: JANUARY 31
DATE OF REPORTING PERIOD: 06/30/2004
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, THERE UNTO DULY AUTHORIZED.
Fidelity Devonshire Trust
BY: /s/ CHRISTINE REYNOLDS
-----------------------------------------------------
CHRISTINE REYNOLDS, TREASURER, FIDELITY MANAGEMENT & RESEARCH COMPANY
DATE: 08/26/2004 11:01:27 AM
EXHIBIT A
VOTE SUMMARY REPORT
Fidelity Utilities Fund
07/01/2003 - 06/30/2004
Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.
| ISSUER NAME: ALLEGHENY ENERGY, INC. MEETING DATE: 05/13/2004 | ||||
| TICKER: AYE SECURITY ID: 017361106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT ELEANOR BAUM AS A DIRECTOR | Management | For | Withhold |
| 1.2 | ELECT CYRUS F. FREIDHEIM, JR. AS A DIRECTOR | Management | For | Withhold |
| 1.3 | ELECT TED J. KLEISNER AS A DIRECTOR | Management | For | Withhold |
| 2 | APPROVAL OF ELIMINATION OF CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS. | Management | For | Against |
| 3 | APPROVAL OF DIRECTOR EQUITY COMPENSATION PLAN. | Management | For | For |
| 4 | APPROVAL OF ANNUAL INCENTIVE PLAN. | Management | For | For |
| 5 | RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS. | Management | For | For |
| 6 | SHAREHOLDER PROPOSAL TO REQUIRE A SIMPLE MAJORITY VOTE. | Shareholder | For | For |
| 7 | SHAREHOLDER PROPOSAL TO REQUIRE POISON PILL TO BE APPROVED BY SHAREHOLDER VOTE. | Shareholder | For | For |
| 8 | STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. | Shareholder | For | For |
| 9 | STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN. | Shareholder | Against | Against |
| 10 | STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK OPTIONS. | Shareholder | Against | Against |
| 11 | STOCKHOLDER PROPOSAL REGARDING RETENTION OF STOCK OBTAINED THROUGH OPTIONS. | Shareholder | Against | Against |
| 12 | STOCKHOLDER PROPOSAL REGARDING AUDITOR FEES. | Shareholder | Against | Against |
| 13 | STOCKHOLDER PROPOSAL REGARDING PRE-EMPTIVE RIGHTS. | Shareholder | Against | For |
| 14 | STOCKHOLDER PROPOSAL REGARDING REINCORPORATION IN DELAWARE. | Shareholder | Against | Against |
| ISSUER NAME: ALLTEL CORPORATION MEETING DATE: 04/22/2004 | ||||
| TICKER: AT SECURITY ID: 020039103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT SCOTT T. FORD AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT L.L. GELLERSTEDT, III AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT EMON A. MAHONY, JR. AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT RONALD TOWNSEND AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF APPOINTMENTS OF INDEPENDENT AUDITORS | Management | For | For |
| 3 | STOCKHOLDER PROPOSAL- EMPLOYMENT OPPORTUNITY POLICY | Shareholder | Against | Against |
| ISSUER NAME: AMERICAN TOWER CORPORATION MEETING DATE: 05/06/2004 | ||||
| TICKER: AMT SECURITY ID: 029912201 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT RAYMOND P. DOLAN AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT CAROLYN F. KATZ AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT FRED R. LUMMIS AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT PAMELA D.A. REEVE AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JAMES D. TAICLET, JR. AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2004. | Management | For | For |
| ISSUER NAME: AQUA AMERICA, INC. MEETING DATE: 05/20/2004 | ||||
| TICKER: WTR SECURITY ID: 03836W103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT RICHARD L. SMOOT AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT WILLIAM P. HANKOWSKY AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT JOHN E. MENARIO AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF AN AMENDMENT TO AQUA AMERICA, INC. S ARTICLES OF INCORPORATION INCREASING THE AUTHORIZED SHARES OF AQUA AMERICA, INC. S COMMON STOCK, PAR VALUE $.50 PER SHARE, FROM 100,000,000 SHARES TO 300,000,000 SHARES. | Management | For | For |
| 3 | TO APPROVE THE 2004 EQUITY COMPENSATION PLAN. | Management | For | Against |
| ISSUER NAME: BELLSOUTH CORPORATION MEETING DATE: 04/26/2004 | ||||
| TICKER: BLS SECURITY ID: 079860102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JAMES H. BLANCHARD AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT ARMANDO M. CODINA AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT LEO F. MULLIN AS A DIRECTOR | Management | For | For |
| 2 | RATIFY THE INDEPENDENT AUDITOR | Management | For | For |
| 3 | APPROVE AMENDMENT TO ELECT DIRECTORS ANNUALLY | Management | For | For |
| 4 | APPROVE THE STOCK AND INCENTIVE COMPENSATION PLAN | Management | For | For |
| 5 | SHAREHOLDER PROPOSAL RE: EXECUTIVE COMPENSATION | Shareholder | Against | Against |
| 6 | SHAREHOLDER PROPOSAL RE: CEO COMPENSATION | Shareholder | Against | Against |
| 7 | SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL CONTRIBUTIONS | Shareholder | Against | Against |
| ISSUER NAME: CABLEVISION SYSTEMS CORPORATION MEETING DATE: 05/25/2004 | ||||
| TICKER: CVC SECURITY ID: 12686C109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT CHARLES D. FERRIS AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT RICHARD H. HOCHMAN AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT VICTOR ORISTANO AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT VINCENT TESE AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT THOMAS V. REIFENHEISER AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT JOHN R. RYAN AS A DIRECTOR | Management | For | For |
| 2 | PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF KPMG LLP, AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR 2004. | Management | For | For |
| ISSUER NAME: CALPINE CORPORATION MEETING DATE: 05/26/2004 | ||||
| TICKER: CPN SECURITY ID: 131347106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT ANN B. CURTIS AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT KENNETH T. DERR AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT GERALD GREENWALD AS A DIRECTOR | Management | For | For |
| 2 | TO ACT UPON A COMPANY PROPOSAL REGARDING THE AMENDMENT OF THE COMPANY S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. | Management | For | Against |
| 3 | TO ACT UPON A COMPANY PROPOSAL TO INCREASE THE NUMBER OF SHARES IN THE 1996 STOCK INCENTIVE PLAN. | Management | For | Against |
| 4 | TO ACT UPON A COMPANY PROPOSAL TO INCREASE THE NUMBER OF SHARES IN THE 2000 EMPLOYEE STOCK PURCHASE PLAN. | Management | For | For |
| 5 | TO ACT UPON A STOCKHOLDER PROPOSAL OPPOSING GEOTHERMAL DEVELOPMENT ACTIVITIES IN THE MEDICINE LAKE HIGHLANDS AND REQUESTING THE ADOPTION OF AN INDIGENOUS PEOPLES POLICY. | Shareholder | Against | Against |
| 6 | TO ACT UPON A STOCKHOLDER PROPOSAL REGARDING SENIOR EXECUTIVE EQUITY COMPENSATION PLANS. | Shareholder | Against | Against |
| 7 | TO ACT UPON A STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER VOTING. | Shareholder | Against | Against |
| 8 | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. | Management | For | For |
| ISSUER NAME: CENTURYTEL, INC. MEETING DATE: 05/06/2004 | ||||
| TICKER: CTL SECURITY ID: 156700106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT WILLIAM R. BOLES, JR. AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT W. BRUCE HANKS AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT C.G. MELVILLE, JR. AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT GLEN F. POST, III AS A DIRECTOR | Management | For | For |
| 2 | TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004. | Management | For | For |
| ISSUER NAME: CITIZENS COMMUNICATIONS COMPANY MEETING DATE: 05/18/2004 | ||||
| TICKER: CZN SECURITY ID: 17453B101 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT AARON I. FLEISCHMAN AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT RUDY J. GRAF AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT STANLEY HARFENIST AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT ANDREW N. HEINE AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT WILLIAM M. KRAUS AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT SCOTT N. SCHNEIDER AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT JOHN L. SCHROEDER AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT ROBERT A. STANGER AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT EDWIN TORNBERG AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT CLAIRE L. TOW AS A DIRECTOR | Management | For | For |
| 1.11 | ELECT LEONARD TOW AS A DIRECTOR | Management | For | For |
| 1.12 | ELECT DAVID H. WARD AS A DIRECTOR | Management | For | For |
| 2 | APPROVE THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004. | Management | For | For |
| 3 | STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A FORMAL WRITTEN POLICY THAT WOULD REQUIRE STOCKHOLDER APPROVAL OF FUTURE SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES. | Shareholder | Against | For |
| ISSUER NAME: COMCAST CORPORATION MEETING DATE: 05/26/2004 | ||||
| TICKER: CMCSA SECURITY ID: 20030N101 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT S. DECKER ANSTROM AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT C. MICHAEL ARMSTRONG AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT KENNETH J. BACON AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT SHELDON M. BONOVITZ AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JULIAN A. BRODSKY AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT JOSEPH L. CASTLE, II AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT J. MICHAEL COOK AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT BRIAN L. ROBERTS AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT RALPH J. ROBERTS AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT DR. JUDITH RODIN AS A DIRECTOR | Management | For | For |
| 1.11 | ELECT MICHAEL I. SOVERN AS A DIRECTOR | Management | For | For |
| 2 | INDEPENDENT AUDITORS. | Management | For | For |
| 3 | 2002 RESTRICTED STOCK PLAN. | Management | For | For |
| 4 | AMENDMENT TO ARTICLES OF INCORPORATION. | Management | For | For |
| 5 | ESTABLISH A TWO-THIRDS INDEPENDENT BOARD. | Shareholder | Against | Against |
| 6 | DISCLOSE POLITICAL CONTRIBUTIONS. | Shareholder | Against | Against |
| 7 | NOMINATE TWO DIRECTORS FOR EVERY OPEN DIRECTORSHIP. | Shareholder | Against | Against |
| 8 | LIMIT COMPENSATION FOR SENIOR EXECUTIVES. | Shareholder | Against | Against |
| 9 | ADOPT A RECAPITALIZATION PLAN. | Shareholder | Against | For |
| ISSUER NAME: CONSTELLATION ENERGY GROUP, INC. MEETING DATE: 05/21/2004 | ||||
| TICKER: CEG SECURITY ID: 210371100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JAMES T. BRADY AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT JAMES R. CURTISS AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT EDWARD J. KELLY, III AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT ROBERT J. LAWLESS AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR 2004. | Management | For | For |
| ISSUER NAME: CROWN CASTLE INTERNATIONAL CORP. MEETING DATE: 05/26/2004 | ||||
| TICKER: CCI SECURITY ID: 228227104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT RANDALL A. HACK AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT EDWARD C. HUTCHESON, JR AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT J. LANDIS MARTIN AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF COMPANY S 2004 STOCK INCENTIVE PLAN. | Management | For | Against |
| 3 | THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 2004. | Management | For | For |
| 4 | STOCKHOLDER PROPOSAL REGARDING MACBRIDE PRINCIPLES. | Shareholder | Against | Against |
| ISSUER NAME: CSG SYSTEMS INTERNATIONAL, INC. MEETING DATE: 05/28/2004 | ||||
| TICKER: CSGS SECURITY ID: 126349109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JANICE I. OBUCHOWSKI AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF AN AMENDMENT TO THE CORPORATION S 1996 EMPLOYEE STOCK PURCHASE PLAN WHICH WILL INCREASE BY 500,000 THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE UNDER SUCH PLAN. | Management | For | For |
| ISSUER NAME: DOMINION RESOURCES, INC. MEETING DATE: 04/23/2004 | ||||
| TICKER: D SECURITY ID: 25746U109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT SUSAN B. ALLEN AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT PETER W. BROWN AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT RONALD J. CALISE AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT THOS. E. CAPPS AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT GEORGE A. DAVIDSON, JR. AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT JOHN W. HARRIS AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT ROBERT S. JEPSON, JR. AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT BENJAMIN J. LAMBERT III AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT RICHARD L. LEATHERWOOD AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT MARGARET A. MCKENNA AS A DIRECTOR | Management | For | For |
| 1.11 | ELECT KENNETH A. RANDALL AS A DIRECTOR | Management | For | For |
| 1.12 | ELECT FRANK S. ROYAL AS A DIRECTOR | Management | For | For |
| 1.13 | ELECT S. DALLAS SIMMONS AS A DIRECTOR | Management | For | For |
| 1.14 | ELECT ROBERT H. SPILMAN AS A DIRECTOR | Management | For | For |
| 1.15 | ELECT DAVID A. WOLLARD AS A DIRECTOR | Management | For | For |
| 2 | RETENTION OF AUDITORS | Management | For | For |
| 3 | SHAREHOLDER PROPOSAL | Shareholder | Against | Against |
| ISSUER NAME: ECHOSTAR COMMUNICATIONS CORPORATION MEETING DATE: 05/06/2004 | ||||
| TICKER: DISH SECURITY ID: 278762109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT MICHAEL T. DUGAN AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT JAMES DEFRANCO AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT CANTEY ERGEN AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT CHARLES W. ERGEN AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT RAYMOND L. FRIEDLOB AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT STEVEN R. GOODBARN AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT DAVID K. MOSKOWITZ AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT C. MICHAEL SCHROEDER AS A DIRECTOR | Management | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS. | Management | For | For |
| 3 | TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. | Management | For | Abstain |
| ISSUER NAME: EDISON INTERNATIONAL MEETING DATE: 05/20/2004 | ||||
| TICKER: EIX SECURITY ID: 281020107 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT J.E. BRYSON AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT F.A. CORDOVA AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT B.M. FREEMAN AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT B. KARATZ AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT L.G. NOGALES AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT R.L. OLSON AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT J.M. ROSSER AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT R.T. SCHLOSBERG, III AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT R.H. SMITH AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT T.C. SUTTON AS A DIRECTOR | Management | For | For |
| 2 | SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHTS AGREEMENT. | Shareholder | Against | Against |
| ISSUER NAME: ENTERGY CORPORATION MEETING DATE: 05/14/2004 | ||||
| TICKER: ETR SECURITY ID: 29364G103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT M.S. BATEMAN AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT W.F. BLOUNT AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT S.D. DEBREE AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT C.P. DEMING AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT A.M. HERMAN AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT D.C. HINTZ AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT J.W. LEONARD AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT R. V.D. LUFT AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT K.A. MURPHY AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT P.W. MURRILL AS A DIRECTOR | Management | For | For |
| 1.11 | ELECT J.R. NICHOLS AS A DIRECTOR | Management | For | For |
| 1.12 | ELECT W.A. PERCY, II AS A DIRECTOR | Management | For | For |
| 1.13 | ELECT D.H. REILLEY AS A DIRECTOR | Management | For | For |
| 1.14 | ELECT W.C. SMITH AS A DIRECTOR | Management | For | For |
| 1.15 | ELECT B.A. STEINHAGEN AS A DIRECTOR | Management | For | For |
| 1.16 | ELECT S.V. WILKINSON AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF EXTERNAL AUDITORS. | Management | For | For |
| 3 | STOCKHOLDER PROPOSAL REGARDING LIMITING BENEFITS PAYABLE UNDER SEVERANCE AGREEMENTS. | Shareholder | Unknown | For |
| 4 | STOCKHOLDER PROPOSAL REGARDING CUMULATIVE VOTING. | Shareholder | Against | Abstain |
| 5 | STOCKHOLDER PROPOSAL REGARDING COMPENSATION FOR THE TOP FIVE EXECUTIVES. | Shareholder | Against | Against |
| ISSUER NAME: EQUITABLE RESOURCES, INC. MEETING DATE: 04/14/2004 | ||||
| TICKER: EQT SECURITY ID: 294549100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT LEE T. TODD, JR., PH.D. AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT MURRY S. GERBER AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT GEORGE L. MILES, JR. AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT JAMES W. WHALEN AS A DIRECTOR | Management | For | For |
| 2 | APPROVE AMENDMENT AND RESTATEMENT OF THE EQUITABLE RESOURCES, INC. 1999 LONG-TERM INCENTIVE PLAN. | Management | For | For |
| 3 | RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS. | Management | For | For |
| ISSUER NAME: FIDELITY CASH CENTRAL FUND MEETING DATE: 04/14/2004 | ||||
| TICKER: -- SECURITY ID: 31635A105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO AMEND THE TRUST INSTRUMENT TO ALLOW THE BOARD OF TRUSTEES, IF PERMITTED BY APPLICABLE LAW, TO AUTHORIZE FUND MERGERS WITHOUT SHAREHOLDER APPROVAL. | Management | For | For |
| 2.1 | ELECT J. MICHAEL COOK AS A DIRECTOR | Management | For | For |
| 2.2 | ELECT RALPH F. COX AS A DIRECTOR | Management | For | For |
| 2.3 | ELECT LAURA B. CRONIN AS A DIRECTOR | Management | For | For |
| 2.4 | ELECT ROBERT M. GATES AS A DIRECTOR | Management | For | For |
| 2.5 | ELECT GEORGE H. HEILMEIER AS A DIRECTOR | Management | For | For |
| 2.6 | ELECT ABIGAIL P. JOHNSON AS A DIRECTOR | Management | For | For |
| 2.7 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | For |
| 2.8 | ELECT DONALD J. KIRK AS A DIRECTOR | Management | For | For |
| 2.9 | ELECT MARIE L. KNOWLES AS A DIRECTOR | Management | For | For |
| 2.10 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | For |
| 2.11 | ELECT MARVIN L. MANN AS A DIRECTOR | Management | For | For |
| 2.12 | ELECT WILLIAM O. MCCOY AS A DIRECTOR | Management | For | For |
| 2.13 | ELECT ROBERT L. REYNOLDS AS A DIRECTOR | Management | For | For |
| 2.14 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | For |
| ISSUER NAME: FIDELITY SECURITIES LENDING CASH CENTRAL FUND MEETING DATE: 04/14/2004 | ||||
| TICKER: -- SECURITY ID: 31635A303 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO AMEND THE DECLARATION OF TRUST TO ALLOW THE BOARD OF TRUSTEES, IF PERMITTED BY APPLICABLE LAW, TO AUTHORIZE FUND MERGERS WITHOUT SHAREHOLDER APPROVAL. | Management | For | For |
| 2.1 | ELECT J. MICHAEL COOK AS A DIRECTOR | Management | For | For |
| 2.2 | ELECT RALPH F. COX AS A DIRECTOR | Management | For | For |
| 2.3 | ELECT LAURA B. CRONIN AS A DIRECTOR | Management | For | For |
| 2.4 | ELECT ROBERT M. GATES AS A DIRECTOR | Management | For | For |
| 2.5 | ELECT GEORGE H. HEILMEIER AS A DIRECTOR | Management | For | For |
| 2.6 | ELECT ABIGAIL P. JOHNSON AS A DIRECTOR | Management | For | For |
| 2.7 | ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR | Management | For | For |
| 2.8 | ELECT DONALD J. KIRK AS A DIRECTOR | Management | For | For |
| 2.9 | ELECT MARIE L. KNOWLES AS A DIRECTOR | Management | For | For |
| 2.10 | ELECT NED C. LAUTENBACH AS A DIRECTOR | Management | For | For |
| 2.11 | ELECT MARVIN L. MANN AS A DIRECTOR | Management | For | For |
| 2.12 | ELECT WILLIAM O. MCCOY AS A DIRECTOR | Management | For | For |
| 2.13 | ELECT ROBERT L. REYNOLDS AS A DIRECTOR | Management | For | For |
| 2.14 | ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR | Management | For | For |
| ISSUER NAME: FIRSTENERGY CORP. MEETING DATE: 05/18/2004 | ||||
| TICKER: FE SECURITY ID: 337932107 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT P.T. ADDISON AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT E.J. NOVAK, JR. AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT J.M. PIETRUSKI AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT C.A. REIN AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT R.C. SAVAGE AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF AUDITOR | Management | For | For |
| 3 | APPROVAL OF AMENDMENTS TO THE CODE OF REGULATIONS TO DECLASSIFY THE BOARD OF DIRECTORS | Management | For | For |
| 4 | APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION AND CODE OF REGULATIONS TO CHANGE CERTAIN VOTING REQUIREMENTS | Management | For | For |
| 5 | APPROVAL OF EXISTING EXECUTIVE DEFERRED COMPENSATION PLAN | Management | For | Against |
| 6 | APPROVAL OF EXISTING DIRECTOR DEFERRED COMPENSATION PLAN | Management | For | Against |
| 7 | SHAREHOLDER PROPOSAL | Shareholder | Against | Against |
| 8 | SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| 9 | SHAREHOLDER PROPOSAL | Shareholder | Against | Against |
| 10 | SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| ISSUER NAME: FPL GROUP, INC. MEETING DATE: 05/21/2004 | ||||
| TICKER: FPL SECURITY ID: 302571104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT H. JESSE ARNELLE AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT SHERRY S. BARRAT AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT ROBERT M. BEALL, II AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT J. HYATT BROWN AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JAMES L. CAMAREN AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT LEWIS HAY III AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT FREDERIC V. MALEK AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT MICHAEL H. THAMAN AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT PAUL R. TREGURTHA AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT FRANK G. ZARB AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS. | Management | For | For |
| 3 | APPROVAL OF THE AMENDED AND RESTATED LONG TERM INCENTIVE PLAN, IN AN AMENDED FORM. | Management | For | Against |
| 4 | APPROVAL OF THE ANNUAL INCENTIVE PLAN AS REQUIRED BY THE INTERNAL REVENUE CODE. | Management | For | For |
| 5 | APPROVAL OF THE PERFORMANCE-BASED AWARDS PROVISIONS OF THE AMENDED AND RESTATED LONG TERM INCENTIVE PLAN AS REQUIRED BY THE INTERNAL REVENUE CODE. | Management | For | For |
| 6 | APPROVAL OF AN AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. | Management | For | For |
| ISSUER NAME: GENERAL MOTORS CORPORATION MEETING DATE: 10/03/2003 | ||||
| TICKER: GMH SECURITY ID: 370442832 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | APPROVAL OF THE FIRST GM CHARTER AMENDMENT | Management | For | For |
| 2 | RATIFICATION OF THE NEW HUGHES CERTIFICATE OF INCORPORATION | Management | For | For |
| 3 | RATIFICATION OF THE HUGHES SPLIT-OFF, INCLUDING THE SPECIAL DIVIDEND | Management | For | For |
| 4 | RATIFICATION OF THE GM/NEWS STOCK SALE | Management | For | For |
| 5 | RATIFICATION OF THE NEWS STOCK ACQUISITION | Management | For | For |
| 6 | APPROVAL OF THE SECOND GM CHARTER AMENDMENT | Management | For | For |
| ISSUER NAME: GREY WOLF, INC. MEETING DATE: 05/11/2004 | ||||
| TICKER: GW SECURITY ID: 397888108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JAMES K.B. NELSON AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT ROBERT E. ROSE AS A DIRECTOR | Management | For | For |
| ISSUER NAME: LEVEL 3 COMMUNICATIONS, INC. MEETING DATE: 05/18/2004 | ||||
| TICKER: LVLT SECURITY ID: 52729N100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JAMES Q. CROWE AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT ROBERT E. JULIAN AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT WALTER SCOTT, JR. AS A DIRECTOR | Management | For | For |
| 2 | TO APPROVE AN AMENDMENT TO LEVEL 3 S 1995 STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF LEVEL 3 COMMON STOCK RESERVED FOR ISSUANCE UNDER THE 1995 STOCK PLAN BY 80,000,000 SHARES. | Management | For | Against |
| 3 | THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. | Management | For | Abstain |
| ISSUER NAME: NEXTEL COMMUNICATIONS, INC. MEETING DATE: 05/27/2004 | ||||
| TICKER: NXTL SECURITY ID: 65332V103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT KEITH J. BANE AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT V. JANET HILL AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2004. | Management | For | For |
| 3 | APPROVAL OF THE NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE PLAN. | Management | For | For |
| ISSUER NAME: ONEOK, INC. MEETING DATE: 05/20/2004 | ||||
| TICKER: OKE SECURITY ID: 682680103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT WILLIAM M. BELL* AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT JULIE H. EDWARDS* AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT PATTYE L. MOORE* AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT J.D. SCOTT* AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JAMES C. DAY** AS A DIRECTOR | Management | For | For |
| 2 | TO RATIFY AND APPROVE THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR OF THE CORPORATION FOR THE 2004 FISCAL YEAR. | Management | For | For |
| ISSUER NAME: PG&E CORPORATION MEETING DATE: 04/21/2004 | ||||
| TICKER: PCG SECURITY ID: 69331C108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT DAVID R. ANDREWS AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT LESLIE S. BILLER AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT DAVID A. COULTER AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT C. LEE COX AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT ROBERT D. GLYNN, JR AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT DAVID M. LAWRENCE, MD AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT MARY S. METZ AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT BARRY LAWSON WILLIAMS AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS | Management | For | For |
| 3 | POISON PILL | Shareholder | Against | For |
| 4 | GOLDEN PARACHUTES | Shareholder | Against | Against |
| 5 | LINK-FREE DIRECTORS | Shareholder | Against | Against |
| 6 | RADIOACTIVE WASTES | Shareholder | Against | Against |
| 7 | SEPARATE CHAIRMAN/CEO | Shareholder | Against | Against |
| 8 | EXECUTIVE COMPENSATION | Shareholder | Against | Against |
| ISSUER NAME: PPL CORPORATION MEETING DATE: 04/23/2004 | ||||
| TICKER: PPL SECURITY ID: 69351T106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT WILLIAM F. HECHT AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT STUART HEYDT AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT W. KEITH SMITH AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | Management | For | For |
| ISSUER NAME: PRIDE INTERNATIONAL, INC. MEETING DATE: 05/18/2004 | ||||
| TICKER: PDE SECURITY ID: 74153Q102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT ROBERT L. BARBANELL AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT PAUL A. BRAGG AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT DAVID A.B. BROWN AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT J.C. BURTON AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JORGE E. ESTRADA AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT WILLIAM E. MACAULAY AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT RALPH D. MCBRIDE AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT DAVID B. ROBSON AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF THE COMPANY S 2004 DIRECTORS STOCK INCENTIVE PLAN. | Management | For | For |
| 3 | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004. | Management | For | For |
| ISSUER NAME: QWEST COMMUNICATIONS INTERNATIONAL I MEETING DATE: 12/16/2003 | ||||
| TICKER: Q SECURITY ID: 749121109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT PHILIP F. ANSCHUTZ AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT RICHARD C. NOTEBAERT AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT FRANK F. POPOFF AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF THE QWEST COMMUNICATIONS INTERNATIONAL INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN | Management | For | For |
| 3 | SHAREOWNER PROPOSAL-REQUESTING WE EXCLUDE PENSION CREDITS FROM NET INCOME WHEN DETERMINING ANNUAL OR SHORT-TERM INCENTIVE COMPENSATION FOR EXECUTIVE OFFICERS | Shareholder | For | For |
| 4 | SHAREOWNER PROPOSAL-REQUESTING WE TAKE NECESSARY STEPS TO DECLASSIFY THE BOARD OF DIRECTORS | Shareholder | For | For |
| 5 | SHAREOWNER PROPOSAL-REQUESTING SHAREHOLDER APPROVAL FOR CERTAIN FUTURE SEVERANCE AGREEMENTS TO EXECUTIVE OFFICERS. | Shareholder | For | For |
| 6 | SHAREOWNER PROPOSAL-REQUESTING THE SUBSTANTIAL MAJORITY OF THE BOARD OF DIRECTORS BE INDEPENDENT | Shareholder | Against | Against |
| 7 | SHAREOWNER PROPOSAL-REQUESTING ALL FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE BASED | Shareholder | Against | Against |
| 8 | SHAREOWNER PROPOSAL-REQUESTING THAT SOME PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE BASED | Shareholder | Against | Against |
| 9 | SHAREOWNER PROPOSAL-REQUESTING THE EXPENSING IN ANNUAL INCOME STATEMENTS OF THE COST OF FUTURE STOCK OPTION GRANTS | Shareholder | Against | Against |
| ISSUER NAME: QWEST COMMUNICATIONS INTERNATIONAL I MEETING DATE: 05/25/2004 | ||||
| TICKER: Q SECURITY ID: 749121109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT THOMAS J. DONOHUE AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT PETER S. HELLMAN AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT VINOD KHOSLA AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT K. DANE BROOKSHER AS A DIRECTOR | Management | For | For |
| 2 | MANAGEMENT S PROPOSAL TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT CAUSE | Management | For | For |
| 3 | STOCKHOLDER PROPOSAL - REQUESTING WE AMEND OUR BYLAWS TO REQUIRE THAT AN INDEPENDENT DIRECTOR WHO HAS NOT SERVED AS OUR CEO SERVE AS OUR CHAIRMAN | Shareholder | Against | Against |
| 4 | STOCKHOLDER PROPOSAL - REQUESTING STOCKHOLDER APPROVAL FOR CERTAIN BENEFITS FOR SENIOR EXECUTIVES UNDER OUR NON-QUALIFIED PENSION OR SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS | Shareholder | Against | Against |
| 5 | STOCKHOLDER PROPOSAL - REQUESTING WE AMEND OUR GOVERNANCE GUIDELINES TO PROVIDE THAT WE NOMINATE DIRECTORS SUCH THAT A TWO-THIRDS MAJORITY OF DIRECTORS WOULD BE INDEPENDENT UNDER THE STANDARD ADOPTED BY THE COUNCIL OF INSTITUTIONAL INVESTORS | Shareholder | Against | Against |
| ISSUER NAME: SBA COMMUNICATIONS CORPORATION MEETING DATE: 09/11/2003 | ||||
| TICKER: SBAC SECURITY ID: 78388J106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT STEVEN E. NIELSEN AS A DIRECTOR | Management | For | For |
| 2 | TO APPROVE THE AMENDMENT OF THE SBA COMMUNICATIONS CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN. | Management | For | For |
| ISSUER NAME: SBA COMMUNICATIONS CORPORATION MEETING DATE: 05/06/2004 | ||||
| TICKER: SBAC SECURITY ID: 78388J106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JEFFREY A. STOOPS AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT JACK LANGER AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT BRIAN C. CARR AS A DIRECTOR | Management | For | For |
| ISSUER NAME: SBC COMMUNICATIONS INC. MEETING DATE: 04/30/2004 | ||||
| TICKER: SBC SECURITY ID: 78387G103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JAMES E. BARNES AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT JAMES A. HENDERSON AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT JOHN B. MCCOY AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT S. DONLEY RITCHEY AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JOYCE M. ROCHE AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT PATRICIA P. UPTON AS A DIRECTOR | Management | For | For |
| 2 | APPOINTMENT OF INDEPENDENT AUDITORS. | Management | For | For |
| 3 | APPROVE AN AMENDMENT TO SBC S BYLAWS. | Management | For | For |
| 4 | STOCKHOLDER PROPOSAL A. | Shareholder | Against | Against |
| 5 | STOCKHOLDER PROPOSAL B. | Shareholder | Against | Against |
| ISSUER NAME: SCANA CORPORATION MEETING DATE: 04/29/2004 | ||||
| TICKER: SCG SECURITY ID: 80589M102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT WILLIAM B. BOOKHART, JR AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT W. HAYNE HIPP AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT HAROLD C. STOWE AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT G. SMEDES YORK AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF AMENDED DIRECTOR COMPENSATION AND DEFERRAL PLAN | Management | For | For |
| 3 | APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS | Management | For | For |
| ISSUER NAME: SIERRA PACIFIC RESOURCES MEETING DATE: 08/11/2003 | ||||
| TICKER: SRP SECURITY ID: 826428104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | TO APPROVE THE POTENTIAL ISSUANCE OF UP TO 42,736,920 ADDITIONAL SHARES OF SIERRA PACIFIC RESOURCES COMMON STOCK FOR PAYMENT OF THE CASH PORTION OF THE CONVERSION PRICE PAYABLE UPON CONVERSION OF SIERRA PACIFIC RESOURCES CURRENTLY OUTSTANDING $300 MILLION PRINCIPAL AMOUNT OF 7.25% CONVERTIBLE NOTES DUE 2010. | Management | For | For |
| ISSUER NAME: SIERRA PACIFIC RESOURCES MEETING DATE: 05/03/2004 | ||||
| TICKER: SRP SECURITY ID: 826428104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JAMES R. DONNELLEY AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT WALTER M. HIGGINS AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT JOHN F. O'REILLY AS A DIRECTOR | Management | For | For |
| 2 | TO APPROVE A RENEWAL OF THE EXECUTIVE LONG-TERM INCENTIVE PLAN. | Management | For | Against |
| 3 | TO ADOPT A SHAREHOLDER PROPOSAL REQUESTING DIRECTORS TO SUBMIT TO SHAREHOLDER APPROVAL AT THE EARLIEST PRACTICABLE TIME ANY DECISION TO MAINTAIN, CONTINUE, OR ADOPT A SHAREHOLDER RIGHTS PLAN. | Shareholder | Against | For |
| ISSUER NAME: SPECTRASITE, INC. MEETING DATE: 05/25/2004 | ||||
| TICKER: SSI SECURITY ID: 84761M104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT STEPHEN H. CLARK AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT PAUL M. ALBERT, JR. AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT ROBERT KATZ AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT RICHARD MASSON AS A DIRECTOR | Management | For | For |
| 2 | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2004. | Management | For | For |
| ISSUER NAME: THE AES CORPORATION MEETING DATE: 04/28/2004 | ||||
| TICKER: AES SECURITY ID: 00130H105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT RICHARD DARMAN AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT ALICE F. EMERSON AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT PAUL T. HANRAHAN AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT KRISTINA M. JOHNSON AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JOHN A. KOSKINEN AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT PHILIP LADER AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT JOHN H. MCARTHUR AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT SANDRA O. MOOSE AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT PHILIP A. ODEEN AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT CHARLES O. ROSSOTTI AS A DIRECTOR | Management | For | For |
| 1.11 | ELECT SVEN SANDSTROM AS A DIRECTOR | Management | For | For |
| 1.12 | ELECT ROGER W. SANT AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF THE INDEPENDENT AUDITOR (DELOITTE & TOUCHE LLP) | Management | For | For |
| ISSUER NAME: THE DIRECTV GROUP, INC. MEETING DATE: 06/02/2004 | ||||
| TICKER: DTV SECURITY ID: 25459L106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT K. RUPERT MURDOCH AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT NEIL R. AUSTRIAN AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT CHARLES R. LEE AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF THE 2004 STOCK PLAN | Management | For | Against |
| 3 | APPROVAL OF THE EXECUTIVE OFFICER CASH BONUS PLAN | Management | For | For |
| 4 | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS | Management | For | For |
| ISSUER NAME: TXU CORP. MEETING DATE: 05/21/2004 | ||||
| TICKER: TXU SECURITY ID: 873168108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT DEREK C. BONHAM AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT E. GAIL DE PLANQUE AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT WILLIAM M. GRIFFIN AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT KERNEY LADAY AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT JACK E. LITTLE AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT ERLE NYE AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT J.E. OESTERREICHER AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT MICHAEL W. RANGER AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT HERBERT H. RICHARDSON AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT C. JOHN WILDER AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF AUDITORS - DELOITTE & TOUCHE LLP | Management | For | For |
| 3 | SHAREHOLDER PROPOSAL RELATED TO OFFICERS SALES OF RESTRICTED STOCK | Shareholder | Against | Against |
| ISSUER NAME: UNITEDGLOBALCOM, INC. MEETING DATE: 09/30/2003 | ||||
| TICKER: UCOMA SECURITY ID: 913247508 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT JOHN W. DICK AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT TINA M. WILDES AS A DIRECTOR | Management | For | For |
| 2 | APPROVAL OF UNITEDGLOBALCOM, INC. EQUITY INCENTIVE PLAN. | Management | For | Against |
| ISSUER NAME: VERIZON COMMUNICATIONS INC. MEETING DATE: 04/28/2004 | ||||
| TICKER: VZ SECURITY ID: 92343V104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT J.R. BARKER AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT R.L. CARRION AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT R.W. LANE AS A DIRECTOR | Management | For | For |
| 1.4 | ELECT S.O. MOOSE AS A DIRECTOR | Management | For | For |
| 1.5 | ELECT J. NEUBAUER AS A DIRECTOR | Management | For | For |
| 1.6 | ELECT T.H. O'BRIEN AS A DIRECTOR | Management | For | For |
| 1.7 | ELECT H.B. PRICE AS A DIRECTOR | Management | For | For |
| 1.8 | ELECT I.G. SEIDENBERG AS A DIRECTOR | Management | For | For |
| 1.9 | ELECT W.V. SHIPLEY AS A DIRECTOR | Management | For | For |
| 1.10 | ELECT J.R. STAFFORD AS A DIRECTOR | Management | For | For |
| 1.11 | ELECT R.D. STOREY AS A DIRECTOR | Management | For | For |
| 2 | RATIFICATION OF INDEPENDENT AUDITOR | Management | For | For |
| 3 | CUMULATIVE VOTING | Shareholder | Against | Abstain |
| 4 | BOARD COMPOSITION | Shareholder | Against | Against |
| 5 | SEPARATE CHAIRMAN AND CEO | Shareholder | Against | Against |
| 6 | FUTURE POISON PILL | Shareholder | Against | Against |
| 7 | SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS | Shareholder | Against | Against |
| 8 | OPTIONS OR STOCK GRANTS BASED ON TRACKING STOCK | Management | Against | Against |
| 9 | DIVERSITY REPORT ON OPTION GRANTS TO EMPLOYEES | Management | Against | Against |
| 10 | REPORT ON POLITICAL CONTRIBUTIONS | Shareholder | Against | Against |
| 11 | COLLECTION OF UNIVERSAL SERVICE AND NUMBER PORTABILIY FEES | Shareholder | Against | Against |
| ISSUER NAME: WISCONSIN ENERGY CORPORATION MEETING DATE: 05/05/2004 | ||||
| TICKER: WEC SECURITY ID: 976657106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | ELECT ROBERT A. CORNOG AS A DIRECTOR | Management | For | For |
| 1.2 | ELECT GALE E. KLAPPA AS A DIRECTOR | Management | For | For |
| 1.3 | ELECT F.P. STRATTON, JR. AS A DIRECTOR | Management | For | For |
| 2 | APPROVE AMENDING THE BYLAWS TO DECLASSIFY THE BOARD AND ALLOW FOR ANNUAL ELECTION OF ALL DIRECTORS. | Management | For | For |