40 86 Series Trust N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:	811-3641
40|86 Series Trust
(Exact name of registrant as specified in charter)
11825 North Pennsylvania Street
Carmel, IN 46032
(Address of principal executive offices) (Zip code)
William P. Kovacs, Esq.
11825 North Pennsylvania Street
Carmel, IN 46032
(Name and address of agent for service)
Registrant's telephone number, including area code:	800-825-1530
Date of fiscal year end:	December 31
Date of reporting period:	June 30, 2004

PROXY VOTING RECORD

FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004

FOCUS 20 PORTFOLIO

Issuer Of Portfolio Security	Ticker	Cusip	Shareholder Meeting Date	Meeting Type	Who Proposed Matter: (M)anage-ment/ (S)hare-holder	Ballot Item Number	Summary Of Matter Voted On	Vote For Or Against Management	Fund's Vote For Or Against, Or Abstain; For of Withhold Regarding Election of Directors
Dell Inc.	Dell	247025109	7/18/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Declassify the Board of Directors	For	For
				Annual	Mgmt	3	Change Company Name	For	For
				Annual	Mgmt	4	Approve Executive Incentive Bonus Plan	For	For
Xilinx, Inc.	XLNX	983919101	8/7/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
McData Corporation	MCDT	580031201	8/27/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Amend Onmibus Stock Plan	For	For
Medtronic, Inc.	MDT	585055106	8/28/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Onmibus Stock Plan	For	For
				Annual	Mgmt	4	Approve Executive Incentive Bonus	For	For
Paychex, Inc.	PAYX	704326107	10/2/2003	Annual	Mgmt	1	Elect Directors	For	Split
				Annual	Mgmt	1.1	Elect Director B. Thomas Golisano --- Withhold	For	Withhold
				Annual	Mgmt	1.2	Elect Director Betsy S. Atkins --- For	For	For
				Annual	Mgmt	1.3	Elect Director G. Thomas Clark --- Withhold	For	Withhold
				Annual	Mgmt	1.4	Elect Director David J. S. Flaschen --- For	For	For
				Annual	Mgmt	1.5	Elect Director Phillip Horsley --- For	For	For
				Annual	Mgmt	1.6	Elect Director Grant M. Inman --- For	For	For
				Annual	Mgmt	1.7	Elect Director J. Robert Sebo --- Withhold	For	Withhold
				Annual	Mgmt	1.8	Elect Director Joseph M. Tucci --- Withhold	For	Withhold
Cardinal Health, Inc.	CAH	14149Y108	11/5/2003	Annual	Mgmt	1	Elect Directors	For	For
Linear Technology Corporation	LLTC	535678106	11/5/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Cisco Systems, Inc.	CSCO	17275R102	11/11/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
				Annual	Shareholder	4	Report on Company Products Used by the Governement to Monitor the Internet	Against	Against
				Annual	Shareholder	5	Report on Pay Disparity	Against	Against
Microsoft Corp.	MSFT	594918104	11/11/2003	Annual	Mgmt	1	Elect Directors	For	Split
				Annual	Mgmt	1.1	Elect Director William H. Gates, III --- For	For	For
				Annual	Mgmt	1.2	Elect Director Steven A. Ballmer --- For	For	For
				Annual	Mgmt	1.3	Elect Director James I. Cash, Jr., Ph.D. --- For	For	For
				Annual	Mgmt	1.4	Elect Director Raymond V. Gilmartin --- For	For	For
				Annual	Mgmt	1.5	Elect Director Ann McLaughlin Korologos --- For	For	For
				Annual	Mgmt	1.6	Elect Director David F. Marquardt --- For	For	For
				Annual	Mgmt	1.7	Elect Director Charles H. Noski --- For	For	For
				Annual	Mgmt	1.8	Elect Director Dr. Helmut Panke --- For	For	For
				Annual	Mgmt	1.9	Elect Director Wm. G. Reed, Jr. --- For	For	For
				Annual	Mgmt	1.1	Elect Director Jon A. Shirley --- Withhold	For	Withhold
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Amend Non-Employee Director Stock Option Plan	For	For
				Annual	Shareholder	4	Refrain from Giving Charitable Contributions	Against	Withhold
Maxim Intergrated Products, Inc.	MXIM	57772K101	11/13/2003	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Amend Stock Option Plan	For	For
				Annual	Mgmt	3	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
Applied Materials, Inc.	AMAT	038222105	3/24/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
Juniper Networks, Inc.	JNPR	48203R104	4/16/2004	Special	Mgmt	1	Issue Shares in Connection with an Acquisition	For	For
Citigroup Inc.	C	172967101	4/20/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Limit Executive Compensation	Against	Against
				Annual	Shareholder	4	Report on Political Contributions/Activities	Against	Against
				Annual	Shareholder	5	Prohibit Awards to Executives	Against	Against
				Annual	Shareholder	6	Separate Chairman and CEO Positions	Against	Against
Morgan Stanley	MWD	617446448	4/20/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Declassify the Board of Directors	Against	For
				Annual	Shareholder	4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For
				Annual	Shareholder	5	Report on Political Contributions/Activities	Against	Against
Pfizer, Inc.	PFE	717081103	4/22/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against
				Annual	Shareholder	5	Cease Political Contributions/Activities	Against	Against
				Annual	Shareholder	6	Report on Political Contributions/Activities	Against	Against
				Annual	Shareholder	7	Establish Term Limits for Directors	Against	Against
				Annual	Shareholder	8	Report on Drug Pricing	Against	Against
				Annual	Shareholder	9	Limit Awards to Executives	Against	Against
				Annual	Shareholder	10	Amend Animal Testing Policy	Against	Against
MBNA Corp.	KRB	55262L100	5/3/2004	Annual	Mgmt	1	Elect Directors	For	Split
				Annual	Mgmt	1.1	Elect Director James H. Berick --- Withhold	For	Withhold
				Annual	Mgmt	1.2	Elect Director Benjamin R. Civiletti --- Withhold	For	Withhold
				Annual	Mgmt	1.3	Elect Director Bruce L. Hammonds --- Withhold	For	Withhold
				Annual	Mgmt	1.4	Elect Director William L. Jews --- For	For	For
				Annual	Mgmt	1.5	Elect Director Randolph D. Lerner --- For	For	For
				Annual	Mgmt	1.6	Elect Director Stuart L. Markowitz --- For	For	For
				Annual	Mgmt	1.7	Elect Director William B. Milstead --- For	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Expense Stock Options	Against	Against
				Annual	Shareholder	4	Require Majority of Independent Directors on Board	Against	For
EMC Corp.	EMC	268648102	5/5/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
				Annual	Shareholder	5	Limit Executive Compensation	Against	Against
Intersil Corporation	ISIL	46069S109	5/12/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Amend Omnibus Stock Plan	For	For
PMC-Sierra, Inc.	PMCS	69344F106	5/14/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
The Charles Schwab Corp.	SCH	808513105	5/17/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
American International Group, Inc.	AIG	026874107	5/19/2007	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Approve Non-Employee Director Stock Option Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
				Annual	Shareholder	5	Report on Political Contributions/Activities	Against	Against
				Annual	Shareholder	6	Divest from Tobacco Equities	Against	Against
				Annual	Shareholder	7	Link Executive Compensation to Predatory Lending	Against	Against
Juniper Networks, Inc.	JNPR	48203R104	5/19/2004	Annual	Mgmt	1	Elect Directors	For	Split
				Annual	Mgmt	1.1	Elect Director Pradeep Sindhu --- For	For	For
				Annual	Mgmt	1.2	Elect Director Robert M. Calderoni --- For	For	For
				Annual	Mgmt	1.3	Elect Director Kenneth Levy --- Withhold	For	Withhold
				Annual	Mgmt	2	Ratify Auditors	For	For
eBay, Inc.	EBAY	278642103	6/24/2004	Annual	Mgmt	1	Elect Directors	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Amend Stock Option Plan	For	For
				Annual	Mgmt	4	Increase Authorized Common Stock	For	For
				Annual	Mgmt	5	Ratify Auditors	For	For
				Annual	Shareholder	6	Expense Stock Options	Against	Against

EQUITY PORTFOLIO

Issuer of Portfolio Security	Ticker	Cusip	Shareholder Meeting Date	Meeting Type	Who Proposed Matter: (M)anage- ment/ (S)hare- holder	Ballot Item Number	Summary of Matter Voted On	Vote For or Against Management	Fund's Vote For or Against, or Abstain; For of Withhold Regarding Election of Directors
Constellation Brands, Inc.	STZ.B	21036P108	7/15/2003	Annual	Mgmt	1.1	Elect Director Thomas C. McDermott as Class A Stock Director	For	Withhold
					Mgmt	1.2	Elect Director Paul L. Smith as Class A Stock Director	For	Withhold
					Mgmt	1.3	Elect Director George Bresler as Class B Stock Director	For	For
					Mgmt	1.4	Elect Director Jeananne K. Hauswald as Class B Stock Director	For	Withhold
					Mgmt	1.5	Elect Director James A. Locke III as Class B Stock Director	For	Withhold
					Mgmt	1.6	Elect Director Richard Sands, Ph.D. as Class B Stock Director	For	For
					Mgmt	1.7	Elect Director Robert Sands as Class B Stock Director	For	Withhold
					Mgmt	2	Ratify Auditors	For	Against
Mylan Laboratories Inc.	MYL	628530107	7/25/2003	Annual	Mgmt	1.1	Elect Director Milan Puskar	For	For
					Mgmt	1.2	Elect Director Robert J. Coury	For	For
					Mgmt	1.3	Elect Director Wendy Cameron	For	For
					Mgmt	1.4	Elect Director Laurence S. DeLynn	For	For
					Mgmt	1.5	Elect Director John C. Gaisford, M.D.	For	For
					Mgmt	1.6	Elect Director Douglas J. Leech	For	Withhold
					Mgmt	1.7	Elect Director Joseph C. Maroon, M.D.	For	For
					Mgmt	1.8	Elect Director Patricia A. Sunseri	For	For
					Mgmt	1.9	Elect Director C.B. Todd	For	For
					Mgmt	1.10	Elect Director Randall L. Vanderveen, Ph.D.	For	For
					Mgmt	1.11	Elect Director Stuart A. Williams, Esq.	For	For
					Mgmt	2	Increase Authorized Common Stock	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
Computer Sciences Corporation	CSC	205363104	8/11/2003	Annual	Mgmt	1.1	Elect Director Irving W. Bailey, II	For	For
				Annual	Mgmt	1.2	Elect Director Stephen L. Baum	For	For
				Annual	Mgmt	1.3	Elect Director Rodney F. Chase	For	For
				Annual	Mgmt	1.4	Elect Director Van B. Honeycutt	For	For
				Annual	Mgmt	1.5	Elect Director William R. Hoover	For	For
				Annual	Mgmt	1.6	Elect Director Leon J. Level	For	For
				Annual	Mgmt	1.7	Elect Director Thomas A. McDonnell	For	For
				Annual	Mgmt	1.8	Elect Director F. Warren McFarlan	For	For
				Annual	Mgmt	1.9	Elect Director James R. Mellor	For	For
				Annual	Mgmt	1.10	Elect Director William P. Rutledge	For	For
McKesson Corp.	MCK	58155Q103	7/30/2003	Annual	Mgmt	1.1	Elect Director Alton F. Irby III	For	For
				Annual	Mgmt	1.2	Elect Director James V. Napier	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For
H&R Block, Inc.	HRB	093671105	9/10/2003	Annual	Mgmt	1.1	Elect Director G. Kenneth Baum	For	For
				Annual	Mgmt	1.2	Elect Director Henry F. Frigon	For	For
				Annual	Mgmt	1.3	Elect Director Roger W. Hale	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Electronic Arts, Inc.	ERTS	285512109	7/31/2003	Annual	Mgmt	1.1	Elect Director M. Richard Asher	For	For
				Annual	Mgmt	1.2	Elect Director William J. Byron	For	For
				Annual	Mgmt	1.3	Elect Director Leonard S. Coleman	For	For
				Annual	Mgmt	1.4	Elect Director Gary M. Kusin	For	For
				Annual	Mgmt	1.5	Elect Director Gregory B. Maffei	For	For
				Annual	Mgmt	1.6	Elect Director Timothy Mott	For	For
				Annual	Mgmt	1.7	Elect Director Lawrence F. Probst III	For	For
				Annual	Mgmt	1.8	Elect Director Linda J. Srere	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
GTECH Holdings Corp.	GTK	400518106	8/4/2003	Annual	Mgmt	1.1	Elect Director Burnett W. Donoho	For	For
				Annual	Mgmt	1.2	Elect Director James F. McCann	For	For
				Annual	Mgmt	1.3	Elect Director W. Bruce Turner	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Tektronix, Inc.	TEK	879131100	9/25/2003	Annual	Mgmt	1.1	Elect Director Gerry B. Cameron	For	For
				Annual	Mgmt	1.2	Elect Director Cyril J. Yansouni	For	For
				Annual	Shareholder	2	Refrain from Doing Business in China	Against	Against
Zimmer Holdings Inc	ZMH	98956P102	7/22/2003	Special	Mgmt	1	Issue Shares in Connection with an Acquisition	For	For
Network Appliance, Inc.	NTAP	64120L104	9/2/2003	Annual	Mgmt	1.1	Elect Director Daniel J. Warmenhoven	For	For
				Annual	Mgmt	1.2	Elect Director Donald T. Valentine	For	For
				Annual	Mgmt	1.3	Elect Director Sanjiv Ahuja	For	For
				Annual	Mgmt	1.4	Elect Director Carol A. Bartz	For	For
				Annual	Mgmt	1.5	Elect Director Michael R. Hallman	For	For
				Annual	Mgmt	1.6	Elect Director Nicholas G. Moore	For	For
				Annual	Mgmt	1.7	Elect Director Dr. Sachio Semmoto	For	For
				Annual	Mgmt	1.8	Elect Director Robert T. Wall	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	Against
				Annual	Mgmt	3	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
				Annual	Mgmt	5	Other Business	For	Against
UTStarcom, Inc.	UTSI	918076100	9/24/2003	Special	Mgmt	1	Increase Authorized Common Stock	For	For
Pixar, Inc.	PIXR	725811103	9/5/2003	Annual	Mgmt	1.1	Elect Director Steve Jobs	For	Withhold
				Annual	Mgmt	1.2	Elect Director Dr. Edwin E. Catmull	For	Withhold
				Annual	Mgmt	1.3	Elect Director Skip M. Brittenham	For	Withhold
				Annual	Mgmt	1.4	Elect Director Joseph A. Graziano	For	For
				Annual	Mgmt	1.5	Elect Director Lawrence B. Levy	For	Withhold
				Annual	Mgmt	1.6	Elect Director Joe Roth	For	Withhold
				Annual	Mgmt	1.7	Elect Director Larry W. Sonsini	For	Withhold
				Annual	Mgmt	1.8	Elect Director John S. Wadsworth, Jr.	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Fidelity National Financial, Inc.	FNF	316326107	9/29/2003	Annual	Mgmt	1	Increase Authorized Common Stock	For	For
				Annual	Mgmt	2.1	Elect Director Terry N. Christensen	For	For
				Annual	Mgmt	2.2	Elect Director John F. Farrell, Jr.	For	For
				Annual	Mgmt	2.3	Elect Director Philip G. Heasley	For	For
				Annual	Mgmt	2.4	Elect Director Daniel D. (Ron) Lane	For	For
				Annual	Mgmt	2.5	Elect Director J. Thomas Talbot	For	For
National Semiconductor Corp.	NSM	637640103	9/26/2003	Annual	Mgmt	1.1	Elect Director Brian L. Halla	For	For
				Annual	Mgmt	1.2	Elect Director Steven R. Appleton	For	For
				Annual	Mgmt	1.3	Elect Director Gary P. Arnold	For	Withhold
				Annual	Mgmt	1.4	Elect Director Richard J. Danzig	For	For
				Annual	Mgmt	1.5	Elect Director Robert J. Frankenberg	For	For
				Annual	Mgmt	1.6	Elect Director E. Floyd Kvamme	For	For
				Annual	Mgmt	1.7	Elect Director Modesto A. Maidique	For	For
				Annual	Mgmt	1.8	Elect Director Edward R. Mccracken	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Employee Stock Purchase Plan	For	For
Activision, Inc.	ATVI	004930202	9/18/2003	Annual	Mgmt	1.1	Elect Director Robert A. Kotick	For	For
				Annual	Mgmt	1.2	Elect Director Brian G. Kelly	For	For
				Annual	Mgmt	1.3	Elect Director Ronald Doornink	For	For
				Annual	Mgmt	1.4	Elect Director Kenneth L. Henderson	For	For
				Annual	Mgmt	1.5	Elect Director Barbara S. Isgur	For	For
				Annual	Mgmt	1.6	Elect Director Steven T. Mayer	For	For
				Annual	Mgmt	1.7	Elect Director Robert J. Morgado	For	For
				Annual	Mgmt	2	Increase Authorized Preferred and Common Stock	For	Against
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	Against
				Annual	Mgmt	4	Ratify Auditors	For	For
The Estee Lauder Companies Inc.	EL	518439104	11/5/2003	Annual	Mgmt	1.1	Elect Director Irvine O. Hockaday, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Fred H. Langhammer	For	For
				Annual	Mgmt	1.3	Elect Director Rose Marie Bravo	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Ruby Tuesday, Inc.	RI	781182100	10/7/2003	Annual	Mgmt	1.1	Elect Director Dr. Donald Ratajczak	For	For
				Annual	Mgmt	1.2	Elect Director Samuel E. Beall, III	For	For
				Annual	Mgmt	1.3	Elect Director Claire L. Arnold	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	3	Report on Impact of Genetically Engineered Foods	Against	Against
Scientific-Atlanta, Inc.	SFA	808655104	11/7/2003	Annual	Mgmt	1.1	Elect Director Marion H. Antonini	For	For
				Annual	Mgmt	1.2	Elect Director David J. McLaughlin	For	For
				Annual	Mgmt	1.3	Elect Director James V. Napier	For	Withhold
				Annual	Mgmt	1.4	Elect Director Sam Nunn	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
KLA-Tencor Corp.	KLAC	482480100	11/5/2003	Annual	Mgmt	1.a	Elect Director H. Raymond Bingham	For	For
				Annual	Mgmt	1.b	Elect Director Robert T. Bond	For	For
				Annual	Mgmt	1.c	Elect Director Richard J. Elkus, Jr.	For	For
				Annual	Mgmt	1.d	Elect Director Michael E. Marks	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Global Payments, Inc.	GPN	37940X102	10/22/2003	Annual	Mgmt	1.1	Elect Director Raymond L. Killian, Jr. as Class I Director	For	For
				Annual	Mgmt	1.2	Elect Director Michael W. Trapp as Class II Director	For	For
				Annual	Mgmt	1.3	Elect Director Gerald J. Wilkins as Class II Director	For	For
				Annual	Mgmt	1.4	Elect Director Alex W. Hart as Class III Director	For	For
				Annual	Mgmt	1.5	Elect Director William I. Jacobs as Class III Director	For	For
				Annual	Mgmt	1.6	Elect Director Gillian H. Denham as Class III Director	For	Withhold
				Annual	Mgmt	1.7	Elect Director Alan M. Silberstein as Class III Director	For	For
Affiliated Computer Services, Inc.	ACS	008190100	10/30/2003	Annual	Mgmt	1.1	Elect Director Darwin Deason	For	For
				Annual	Mgmt	1.2	Elect Director Jeffrey A. Rich	For	For
				Annual	Mgmt	1.3	Elect Director Mark A. King	For	For
				Annual	Mgmt	1.4	Elect Director Joseph P. O'Neill	For	For
				Annual	Mgmt	1.5	Elect Director Frank A. Rossi	For	For
				Annual	Mgmt	1.6	Elect Director J. Livingston Kosberg	For	For
				Annual	Mgmt	1.7	Elect Director Dennis McCuistion	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Lam Research Corp.	LRCX	512807108	11/6/2003	Annual	Mgmt	1.1	Elect Director James W. Bagley	For	For
				Annual	Mgmt	1.2	Elect Director David G. Arscott	For	For
				Annual	Mgmt	1.3	Elect Director Robert M. Berdahl	For	For
				Annual	Mgmt	1.4	Elect Director Richard J. Elkus, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director Jack R. Harris	For	For
				Annual	Mgmt	1.6	Elect Director Grant M. Inman	For	For
				Annual	Mgmt	2	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
AutoZone, Inc.	AZO	053332102	12/11/2003	Annual	Mgmt	1.1	Elect Director Charles M. Elson	For	For
				Annual	Mgmt	1.2	Elect Director Marsha J. Evans	For	For
				Annual	Mgmt	1.3	Elect Director Earl G. Graves, Jr.	For	For
				Annual	Mgmt	1.4	Elect Director N. Gerry House	For	For
				Annual	Mgmt	1.5	Elect Director J.R. Hyde, III	For	For
				Annual	Mgmt	1.6	Elect Director Edward S. Lampert	For	For
				Annual	Mgmt	1.7	Elect Director W. Andrew McKenna	For	For
				Annual	Mgmt	1.8	Elect Director Steve Odland	For	For
				Annual	Mgmt	1.9	Elect Director James J. Postl	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Pall Corp.	PLL	696429307	11/19/2003	Annual	Mgmt	1.1	Elect Director Daniel J. Carroll, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Eric Krasnoff	For	For
				Annual	Mgmt	1.3	Elect Director Dr. Edward L. Snyder	For	For
				Annual	Mgmt	1.4	Elect Director Dr. James D. Watson	For	For
				Annual	Mgmt	1.5	Elect Director Marcus Wilson	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Amend Restricted Stock Plan	For	For
				Annual	Mgmt	4	Amend Employee Stock Purchase Plan	For	For
General Growth Properties, Inc.	GGP	370021107	11/20/2003	Special	Mgmt	1	Approve Increase in Common Stock and a Stock Split	For	For
Biogen, Inc.	NULL	090597105	11/12/2003	Special	Mgmt	1	Approve Merger Agreement	For	For
				Special	Mgmt	2	Adjourn Meeting	For	Against
DST Systems, Inc.	DST	233326107	11/28/2003	Special	Mgmt	1	Approve Reorganization Plan	For	For
Franklin Resources, Inc.	BEN	354613101	1/29/2004	Annual	Mgmt	1.1	Elect Director Harmon E. Burns	For	For
				Annual	Mgmt	1.2	Elect Director Charles Crocker	For	For
				Annual	Mgmt	1.3	Elect Director Robert D. Joffe	For	For
				Annual	Mgmt	1.4	Elect Director Charles B. Johnson	For	For
				Annual	Mgmt	1.5	Elect Director Rupert H. Johnson, Jr.	For	For
				Annual	Mgmt	1.6	Elect Director Thomas H. Kean	For	For
				Annual	Mgmt	1.7	Elect Director James A. McCarthy	For	For
				Annual	Mgmt	1.8	Elect Director Chutta Ratnathicam	For	For
				Annual	Mgmt	1.9	Elect Director Peter M. Sacerdote	For	For
				Annual	Mgmt	1.10	Elect Director Anne M. Tatlock	For	For
				Annual	Mgmt	1.11	Elect Director Louis E. Woodworth	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	4	Amend Executive Incentive Bonus Plan	For	For
Rockwell Collins, Inc.	COL	774341101	2/10/2004	Annual	Mgmt	1.1	Elect Director Donald R. Beall	For	For
				Annual	Mgmt	1.2	Elect Director Richard J. Ferris	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
D.R. Horton, Inc.	DHI	23331A109	1/29/2004	Annual	Mgmt	1.1	Elect Director Donald R. Horton	For	For
				Annual	Mgmt	1.2	Elect Director Bradley S. Anderson	For	For
				Annual	Mgmt	1.3	Elect Director Michael R. Buchanan	For	For
				Annual	Mgmt	1.4	Elect Director Richard I. Galland	For	For
				Annual	Mgmt	1.5	Elect Director Francine I. Neff	For	For
				Annual	Mgmt	1.6	Elect Director Donald J. Tomnitz	For	For
				Annual	Mgmt	1.7	Elect Director Bill W. Wheat	For	For
				Annual	Mgmt	2	Amend Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Other Business	For	Against
Energizer Holdings, Inc.	ENR	29266R108	1/26/2004	Annual	Mgmt	1.1	Elect Director John R. Roberts	For	For
				Annual	Mgmt	1.2	Elect Director John E. Klein	For	For
				Annual	Mgmt	1.3	Elect Director R. David Hoover	For	For
				Annual	Mgmt	1.4	Elect Director W. Patrick McGinnis	For	For
Countrywide Financial Corp.	CFC	222372104	1/9/2004	Special	Mgmt	1	Increase Authorized Common Stock	For	For
BJ Services Company	BJS	055482103	1/22/2004	Annual	Mgmt	1.1	Elect Director Don D. Jordan	For	For
				Annual	Mgmt	1.2	Elect Director William H. White	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	3	Report on Foreign Operations Risk	Against	Against
Sicor, Inc.	NULL	825846108	1/16/2004	Special	Mgmt	1	Approve Merger Agreement	For	For
Varian Medical Systems Inc	VAR	92220P105	2/19/2004	Annual	Mgmt	1.1	Elect Director John Seely Brown	For	For
				Annual	Mgmt	1.2	Elect Director Samuel Hellman	For	For
				Annual	Mgmt	1.3	Elect Director Terry R. Lautenbach	For	For
				Annual	Mgmt	2	Amend Executive Incentive Bonus Plan	For	For
Tyson Foods, Inc.	TSN	902494103	2/6/2004	Annual	Mgmt	1.1	Elect Director Don Tyson	For	Withhold
				Annual	Mgmt	1.2	Elect Director John Tyson	For	Withhold
				Annual	Mgmt	1.3	Elect Director Leland E. Tollett	For	Withhold
				Annual	Mgmt	1.4	Elect Director Barbara A. Tyson	For	Withhold
				Annual	Mgmt	1.5	Elect Director Lloyd V. Hackley	For	For
				Annual	Mgmt	1.6	Elect Director Jim Kever	For	For
				Annual	Mgmt	1.7	Elect Director David A. Jones	For	For
				Annual	Mgmt	1.8	Elect Director Richard L. Bond	For	Withhold
				Annual	Mgmt	1.9	Elect Director Jo Ann R. Smith	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Approve Employee Stock Purchase Plan	For	Against
				Annual	Mgmt	4	Ratify Auditors	For	For
				Annual	Shareholder	5	Remove Supervoting Rights for Class B Common Stock	Against	For
				Annual	Shareholder	6	Separate Chairman and CEO Positions	Against	For
Becton, Dickinson and Company	BDX	075887109	2/11/2004	Annual	Mgmt	1.1	Elect Director Henry P. Becton, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Edward F. DeGraan	For	For
				Annual	Mgmt	1.3	Elect Director James F. Orr	For	For
				Annual	Mgmt	1.4	Elect Director Margaretha af Ugglas	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Provide for Cumulative Voting	Against	For
Fair Isaac Inc.	FIC	303250104	2/2/2004	Annual	Mgmt	1.1	Elect Director A. George Battle	For	For
				Annual	Mgmt	1.2	Elect Director Tony J. Christianson	For	For
				Annual	Mgmt	1.3	Elect Director Thomas G. Grudnowski	For	For
				Annual	Mgmt	1.4	Elect Director Alex W. Hart	For	Withhold
				Annual	Mgmt	1.5	Elect Director Philip G. Heasley	For	Withhold
				Annual	Mgmt	1.6	Elect Director Guy R. Henshaw	For	For
				Annual	Mgmt	1.7	Elect Director David S.P. Hopkins	For	For
				Annual	Mgmt	1.8	Elect Director Margaret L. Taylor	For	Withhold
				Annual	Mgmt	2	Increase Authorized Common Stock	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Mid Atlantic Medical Services, Inc.	NULL	59523C107	2/10/2004	Special	Mgmt	1	Approve Merger Agreement	For	For
				Special	Mgmt	2	Adjourn Meeting	For	Against
AdvancePCS	NULL	00790K109	3/22/2004	Annual	Mgmt	1	Approve Merger Agreement	For	For
				Annual	Mgmt	2.1	Elect Director T. Danny Phillips	For	Withhold
				Annual	Mgmt	2.2	Elect Director Dr. George Poste	For	For
				Annual	Mgmt	2.3	Elect Director Jean-Pierre Millon	For	Withhold
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	4	Amend Articles	For	For
				Annual	Mgmt	5	Ratify Auditors	For	For
				Annual	Mgmt	6	Adjourn Meeting	For	Against
The Bear Stearns Companies Inc.	BSC	073902108	3/31/2004	Annual	Mgmt	1.1	Elect Director James E. Cayne	For	For
				Annual	Mgmt	1.2	Elect Director Carl D. Glickman	For	For
				Annual	Mgmt	1.3	Elect Director Alan C. Greenberg	For	For
				Annual	Mgmt	1.4	Elect Director Donald J. Harrington	For	For
				Annual	Mgmt	1.5	Elect Director William L. Mack	For	For
				Annual	Mgmt	1.6	Elect Director Frank T. Nickell	For	For
				Annual	Mgmt	1.7	Elect Director Paul A. Novelly	For	For
				Annual	Mgmt	1.8	Elect Director Frederic V. Salerno	For	For
				Annual	Mgmt	1.9	Elect Director Alan D. Schwartz	For	For
				Annual	Mgmt	1.10	Elect Director Warren J. Spector	For	For
				Annual	Mgmt	1.11	Elect Director Vincent Tese	For	For
				Annual	Mgmt	2	Amend the Capital Accumulation Plan for Senior Managing Directors	For	Against
				Annual	Mgmt	3	Amend Stock Option Plan	For	Against
				Annual	Mgmt	4	Approve Restricted Stock Plan	For	Against
				Annual	Mgmt	5	Ratify Auditors	For	For
NCR Corporation	NCR	62886E108	4/28/2004	Annual	Mgmt	1.1	Elect Director Edward P. Boykin	For	For
				Annual	Mgmt	1.2	Elect Director Linda Fayne Levinson	For	For
				Annual	Mgmt	1.3	Elect Director Victor L. Lund	For	For
				Annual	Mgmt	1.4	Elect Director James M. Ringler	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Prohibit Auditor from Providing Non-Audit Services	Against	Against
				Annual	Shareholder	4	Prohibit Awards to Executives	Against	Against
The Black & Decker Corp.	BDK	091797100	4/27/2004	Annual	Mgmt	1.1	Elect Director Nolan D. Archibald	For	For
				Annual	Mgmt	1.2	Elect Director Norman R. Augustine	For	For
				Annual	Mgmt	1.3	Elect Director Barbara L. Bowles	For	For
				Annual	Mgmt	1.4	Elect Director M. Anthony Burns	For	For
				Annual	Mgmt	1.5	Elect Director Kim B. Clark	For	For
				Annual	Mgmt	1.6	Elect Director Manuel A. Fernandez	For	For
				Annual	Mgmt	1.7	Elect Director Benjamin H. Griswold, IV	For	For
				Annual	Mgmt	1.8	Elect Director Anthony Luiso	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Restricted Stock Plan	For	For
				Annual	Shareholder	4	Limit Executive Compensation	Against	Against
Paccar Inc.	PCAR	693718108	4/27/2004	Annual	Mgmt	1.1	Elect Director David K. Newbigging	For	For
				Annual	Mgmt	1.2	Elect Director Harry C. Stonecipher	For	For
				Annual	Mgmt	1.3	Elect Director Harold A. Wagner	For	For
				Annual	Mgmt	2	Increase Authorized Common Stock	For	For
				Annual	Mgmt	3	Amend Deferred Compensation Plan	For	For
				Annual	Shareholder	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
				Annual	Shareholder	5	Limit Awards to Executives	Against	Against
Boise Cascade Corp.	BCC	097383103	4/15/2004	Annual	Mgmt	1.1	Elect Director Claire S. Farley	For	For
				Annual	Mgmt	1.2	Elect Director Rakesh Gangwal	For	For
				Annual	Mgmt	1.3	Elect Director Gary G. Michael	For	For
				Annual	Mgmt	1.4	Elect Director A. William Reynolds	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Separate Chairman and CEO Positions	Against	For
J. B. Hunt Transport Services, Inc.	JBHT	445658107	4/22/2004	Annual	Mgmt	1.1	Elect Director John A. Cooper, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Wayne Garrison	For	For
				Annual	Mgmt	1.3	Elect Director Bryan Hunt	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Dow Jones & Co., Inc.	DJ	260561105	4/21/2004	Annual	Mgmt	1.1	Elect Director Irvine O. Hockaday, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Vernon E. Jordan, Jr.	For	Withhold
				Annual	Mgmt	1.3	Elect Director Lewis B. Campbell	For	For
				Annual	Mgmt	1.4	Elect Director Dieter von Holtzbrinck	For	Withhold
				Annual	Mgmt	1.5	Elect Director Elizabeth Steele	For	For
				Annual	Mgmt	2	Ratify Auditors	For	Against
				Annual	Mgmt	3	Amend Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Separate Chairman and CEO Positions	Against	For
Hibernia Corp.	HIB	428656102	4/21/2004	Annual	Mgmt	1.1	Elect Director E. R. 'Bo' Campbell	For	For
				Annual	Mgmt	1.2	Elect Director Richard W. Freeman, Jr.	For	For
				Annual	Mgmt	1.3	Elect Director Randall E. Howard	For	For
				Annual	Mgmt	1.4	Elect Director Elton R. King	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Silicon Laboratories, Inc.	SLAB	826919102	4/29/2004	Annual	Mgmt	1.1	Elect Director Daniel A. Artusi	For	For
				Annual	Mgmt	1.2	Elect Director William G. Bock	For	For
				Annual	Mgmt	1.3	Elect Director R. Ted Enloe III	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
The Lubrizol Corp.	LZ	549271104	4/26/2004	Annual	Mgmt	1.1	Elect Director James L. Hambrick	For	For
				Annual	Mgmt	1.2	Elect Director Gordon D. Harnett	For	For
				Annual	Mgmt	1.3	Elect Director Victoria F. Haynes	For	For
				Annual	Mgmt	1.4	Elect Director William P. Madar	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Associated Banc-Corp.	ASBC	045487105	4/28/2004	Annual	Mgmt	1.1	Elect Director Paul S. Beideman	For	For
				Annual	Mgmt	1.2	Elect Director Robert C. Gallagher	For	For
				Annual	Mgmt	1.3	Elect Director John C. Meng	For	For
				Annual	Mgmt	1.4	Elect Director Ruth M. Crowley	For	For
				Annual	Mgmt	2	Increase Authorized Common Stock	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Praxair, Inc.	PX	74005P104	4/27/2004	Annual	Mgmt	1.1	Elect Director Alejandro Achaval	For	For
				Annual	Mgmt	1.2	Elect Director Ronald L. Kuehn, Jr.	For	For
				Annual	Mgmt	1.3	Elect Director H. Mitchell Watson, Jr.	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Increase Authorized Common Stock	For	For
				Annual	Mgmt	4	Approve Stockholder Protection Rights Agreement	For	For
Fortune Brands, Inc.	FO	349631101	4/27/2004	Annual	Mgmt	1.1	Elect Director Anne M. Tatlock	For	Withhold
				Annual	Mgmt	1.2	Elect Director Norman H. Wesley	For	Withhold
				Annual	Mgmt	1.3	Elect Director Peter M. Wilson	For	Withhold
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
FMC Technologies, Inc.	FTI	30249U101	4/21/2004	Annual	Mgmt	1.1	Elect Director Asbjorn Larsen	For	For
				Annual	Mgmt	1.2	Elect Director Joseph H. Netherland	For	For
				Annual	Mgmt	1.3	Elect Director James R. Thompson	For	For
MDU Resources Group, Inc.	MDU	552690109	4/27/2004	Annual	Mgmt	1.1	Elect Director Dennis W. Johnson	For	For
				Annual	Mgmt	1.2	Elect Director John L. Olson	For	For
				Annual	Mgmt	1.3	Elect Director Martin A. White	For	For
				Annual	Mgmt	1.4	Elect Director John K. Wilson	For	For
				Annual	Mgmt	2	Amend Non-Employee Director Omnibus Stock Plan	For	Against
Cytec Industries Inc.	CYT	232820100	4/22/2004	Annual	Mgmt	1.1	Elect Director Chris A. Davis	For	For
				Annual	Mgmt	1.2	Elect Director William P. Powell	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Lexmark International, Inc.	LXK	529771107	4/22/2004	Annual	Mgmt	1.1	Elect Director Frank T. Cary	For	For
				Annual	Mgmt	1.2	Elect Director Paul J. Curlander	For	For
				Annual	Mgmt	1.3	Elect Director Martin D. Walker	For	For
				Annual	Mgmt	1.4	Elect Director James F. Hardymon	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
IndyMac Bancorp, Inc.	NDE	456607100	4/28/2004	Annual	Mgmt	1.1	Elect Director Michael W. Perry	For	For
				Annual	Mgmt	1.2	Elect Director Louis E. Caldera	For	For
				Annual	Mgmt	1.3	Elect Director Lyle E. Gramley	For	For
				Annual	Mgmt	1.4	Elect Director Hugh M. Grant	For	For
				Annual	Mgmt	1.5	Elect Director Patrick C. Haden	For	Withhold
				Annual	Mgmt	1.6	Elect Director Terrance G. Hodel	For	For
				Annual	Mgmt	1.7	Elect Director Robert L. Hunt II	For	For
				Annual	Mgmt	1.8	Elect Director James R. Ukropina	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Convergys Corp.	CVG	212485106	4/27/2004	Annual	Mgmt	1.1	Elect Director Zoe Baird	For	For
				Annual	Mgmt	1.2	Elect Director Roger L. Howe	For	For
				Annual	Mgmt	1.3	Elect Director Philip A. Odeen	For	For
				Annual	Mgmt	1.4	Elect Director James M. Zimmerman	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Approve Employee Stock Purchase Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
Huntington Bancshares Inc.	HBAN	446150104	4/27/2004	Annual	Mgmt	1.1	Elect Director Karen A. Holbrook	For	For
				Annual	Mgmt	1.2	Elect Director David P. Lauer	For	For
				Annual	Mgmt	1.3	Elect Director Kathleen H. Ransier	For	For
				Annual	Mgmt	1.4	Elect Director David L. Porteous	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
Zimmer Holdings Inc	ZMH	98956P102	5/10/2004	Annual	Mgmt	1.1	Elect Director Larry C. Glasscock	For	Withhold
				Annual	Mgmt	1.2	Elect Director John L. McGoldrick	For	Withhold
				Annual	Shareholder	2	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
				Annual	Shareholder	3	Ratify Auditors	Against	For
The Dun & Bradstreet Corp	DNB	26483E100	5/4/2004	Annual	Mgmt	1.1	Elect Director John W. Alden	For	For
				Annual	Mgmt	1.2	Elect Director Allan Z. Loren	For	For
				Annual	Mgmt	1.3	Elect Director Victor A. Pelson	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Textron Inc.	TXT	883203101	4/28/2004	Annual	Mgmt	1.1	Elect Director Kathleen M. Bader	For	For
				Annual	Mgmt	1.2	Elect Director R. Kerry Clark	For	For
				Annual	Mgmt	1.3	Elect Director Ivor J. Evans	For	For
				Annual	Mgmt	1.4	Elect Director Lord Powell of Bayswater KCMG	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Approve Stock-for-Salary/Bonus Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
				Annual	Shareholder	5	Report on Foreign Weapons Sales	Against	Against
				Annual	Shareholder	6	Report on Political Contributions/Activities	Against	Against
				Annual	Shareholder	7	Cease Charitable Contributions	Against	Against
PepsiAmericas, Inc.	PAS	71343P200	4/22/2004	Annual	Mgmt	1.1	Elect Director Brenda C. Barnes	For	For
				Annual	Mgmt	1.2	Elect Director Herbert M. Baum	For	For
				Annual	Mgmt	1.3	Elect Director Richard G. Cline	For	For
				Annual	Mgmt	1.4	Elect Director Pierre S. Du Pont	For	For
				Annual	Mgmt	1.5	Elect Director Archie R. Dykes	For	For
				Annual	Mgmt	1.6	Elect Director Jarobin Gilbert, Jr.	For	For
				Annual	Mgmt	1.7	Elect Director Matthew M. Mckenna	For	For
				Annual	Mgmt	1.8	Elect Director Lionel L. Nowell, III	For	For
				Annual	Mgmt	1.9	Elect Director Robert C. Pohlad	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
				Annual	Shareholder	4	Limit Awards to Executives	Against	For
				Annual	Shareholder	5	Report on Recycling Policy	Against	Against
Torchmark Corp.	TMK	891027104	4/29/2004	Annual	Mgmt	1.1	Elect Director Charles E. Adair	For	For
				Annual	Mgmt	1.2	Elect Director Joseph M. Farley	For	For
				Annual	Mgmt	1.3	Elect Director C. B. Hudson	For	For
				Annual	Mgmt	1.4	Elect Director Joseph L. Lanier, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director R. K. Richey	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Limit Executive Compensation	Against	Against
				Annual	Shareholder	4	Divest Investments in Tobacco Companies	Against	Against
Sovereign Bancorp, Inc.	SOV	845905108	4/22/2004	Annual	Mgmt	1.1	Elect Director Andrew C. Hove, Jr.	For	Withhold
				Annual	Mgmt	1.2	Elect Director Daniel K. Rothermel	For	Withhold
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Increase Authorized Common Stock	For	For
				Annual	Mgmt	4	Approve Stock Plan and Employee Stock Purchase Plan	For	Against
				Annual	Mgmt	5	Approve Bonus Plan	For	Against
Borg-Warner, Inc.	BWA	099724106	4/21/2004	Annual	Mgmt	1.1	Elect Director Jere A. Drummond	For	For
				Annual	Mgmt	1.2	Elect Director Timothy M. Manganello	For	For
				Annual	Mgmt	1.3	Elect Director Ernest J. Novak, Jr.	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Increase Authorized Common Stock	For	Against
				Annual	Mgmt	4	Ratify Auditors	For	For
GreenPoint Financial Corp.	GPT	395384100	4/30/2004	Annual	Mgmt	1.1	Elect Director Bharat B. Bhatt	For	For
				Annual	Mgmt	1.2	Elect Director J. Thomas Presby	For	For
				Annual	Mgmt	1.3	Elect Director Robert F. Vizza	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Webster Financial Corp.	WBS	947890109	4/22/2004	Annual	Mgmt	1.1	Elect Director Joel S. Becker	For	For
				Annual	Mgmt	1.2	Elect Director William T. Bromage	For	For
				Annual	Mgmt	1.3	Elect Director James C. Smith	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Pulte Homes Inc.	PHM	745867101	5/13/2004	Annual	Mgmt	1.1	Elect Director Richard J. Dugas, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director David N. McCammon	For	For
				Annual	Mgmt	1.3	Elect Director William J. Pulte	For	For
				Annual	Mgmt	1.4	Elect Director Francis J. Sehn	For	For
				Annual	Mgmt	1.5	Elect Director Michael E. Rossi	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	3	Ratify Auditor	Against	For
Protective Life Corp.	PL	743674103	5/3/2004	Annual	Mgmt	1.1	Elect Director John J. McMahon, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director James S. M. French	For	For
				Annual	Mgmt	1.3	Elect Director John D. Johns	For	For
				Annual	Mgmt	1.4	Elect Director Donald M. James	For	For
				Annual	Mgmt	1.5	Elect Director J. Gary Cooper	For	For
				Annual	Mgmt	1.6	Elect Director H. Corbin Day	For	For
				Annual	Mgmt	1.7	Elect Director W. Michael Warren, Jr.	For	For
				Annual	Mgmt	1.8	Elect Director Malcolm Portera	For	For
				Annual	Mgmt	1.9	Elect Director Thomas L. Hamby	For	For
				Annual	Mgmt	1.10	Elect Director Vanessa Leonard	For	For
				Annual	Mgmt	1.11	Elect Director William A. Terry	For	For
				Annual	Mgmt	2	Approve Outside Director Options in Lieu of Cash	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Apria Healthcare Group, Inc.	AHG	037933108	4/21/2004	Annual	Mgmt	1.1	Elect Director Vicente Anido, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director I.T. Corley	For	For
				Annual	Mgmt	1.3	Elect Director David L. Goldsmith	For	For
				Annual	Mgmt	1.4	Elect Director Lawrence M. Higby	For	For
				Annual	Mgmt	1.5	Elect Director Richard H. Koppes	For	For
				Annual	Mgmt	1.6	Elect Director Philip R. Lochner, Jr.	For	For
				Annual	Mgmt	1.7	Elect Director Jeri L. Lose	For	For
				Annual	Mgmt	1.8	Elect Director Beverly Benedict Thomas	For	For
				Annual	Mgmt	1.9	Elect Director Ralph V. Whitworth	For	For
City National Corp.	CYN	178566105	4/28/2004	Annual	Mgmt	1.1	Elect Director Russell Goldsmith	For	For
				Annual	Mgmt	1.2	Elect Director Michael L. Meyer	For	For
				Annual	Mgmt	1.3	Elect Director Ronald L. Olson	For	Withhold
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Amend Executive Incentive Bonus Plan	For	For
Ryder System, Inc.	R	783549108	5/7/2004	Annual	Mgmt	1.1	Elect Director John M. Berra	For	For
				Annual	Mgmt	1.2	Elect Director David I. Fuente	For	For
				Annual	Mgmt	1.3	Elect Director Eugene A. Renna	For	For
				Annual	Mgmt	1.4	Elect Director Abbie J. Smith	For	For
				Annual	Mgmt	1.5	Elect Director Christine A. Varney	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Pogo Producing Co.	PPP	730448107	4/27/2004	Annual	Mgmt	1.1	Elect Director Jerry M. Armstrong	For	For
				Annual	Mgmt	1.2	Elect Director Paul G. Van Wagenen	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Boston Properties Inc.	BXP	101121101	5/5/2004	Annual	Mgmt	1.1	Elect Director Mortimer B. Zuckerman	For	For
				Annual	Mgmt	1.2	Elect Director Carol B. Einiger	For	For
				Annual	Mgmt	1.3	Elect Director Alan B. Landis	For	For
				Annual	Mgmt	1.4	Elect Director Richard E. Salomon	For	For
				Annual	Shareholder	2	Declassify the Board of Directors	Against	For
Eastman Kodak Co.	EK	277461109	5/12/2004	Annual	Mgmt	1.1	Elect Director William H. Hernandez	For	For
				Annual	Mgmt	1.2	Elect Director Hector de J. Ruiz	For	For
				Annual	Mgmt	1.3	Elect Director Laura D'Andrea Tyson	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Adopt Chemical Policy	Against	Against
				Annual	Shareholder	5	Prohibit Awards to Executives	Against	Against
CarrAmerica Realty Corp.	CRE	144418100	4/29/2004	Annual	Mgmt	1.1	Elect Director Thomas A. Carr	For	For
				Annual	Mgmt	1.2	Elect Director Joan Carter	For	For
				Annual	Mgmt	1.3	Elect Director Robert E. Torray	For	For
				Annual	Mgmt	1.4	Elect Director Wesley S. Williams, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director Andrew F. Brimmer	For	For
				Annual	Mgmt	1.6	Elect Director Philip L. Hawkins	For	For
				Annual	Mgmt	1.7	Elect Director Timothy Howard	For	For
				Annual	Shareholder	2	Establish Term Limits for Directors	Against	Against
MBIA Inc.	MBI	55262C100	5/6/2004	Annual	Mgmt	1.1	Elect Director Joseph W. Brown	For	For
				Annual	Mgmt	1.2	Elect Director C. Edward Chaplin	For	For
				Annual	Mgmt	1.3	Elect Director David C. Clapp	For	For
				Annual	Mgmt	1.4	Elect Director Gary C. Dunton	For	For
				Annual	Mgmt	1.5	Elect Director Claire L. Gaudiani	For	For
				Annual	Mgmt	1.6	Elect Director Freda S. Johnson	For	For
				Annual	Mgmt	1.7	Elect Director Daniel P. Kearney	For	For
				Annual	Mgmt	1.8	Elect Director James A. Lebenthal	For	For
				Annual	Mgmt	1.9	Elect Director Debra J. Perry	For	For
				Annual	Mgmt	1.10	Elect Director John A. Rolls	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Newfield Exploration Co.	NFX	651290108	5/6/2004	Annual	Mgmt	1.1	Elect Director Joe B. Foster	For	For
				Annual	Mgmt	1.2	Elect Director David A. Trice	For	For
				Annual	Mgmt	1.3	Elect Director David F. Schaible	For	For
				Annual	Mgmt	1.4	Elect Director Charles W. Duncan, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director Howard H. Newman	For	For
				Annual	Mgmt	1.6	Elect Director Thomas G. Ricks	For	For
				Annual	Mgmt	1.7	Elect Director Dennis R. Hendrix	For	For
				Annual	Mgmt	1.8	Elect Director C.E. (chuck) Shultz	For	For
				Annual	Mgmt	1.9	Elect Director Philip J. Burguieres	For	For
				Annual	Mgmt	1.10	Elect Director Claire S. Farley	For	For
				Annual	Mgmt	1.11	Elect Director John Randolph Kemp III	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Increase Authorized Common Stock	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
Sigma-Aldrich Corp.	SIAL	826552101	5/4/2004	Annual	Mgmt	1.1	Elect Director Nina V. Fedoroff	For	For
				Annual	Mgmt	1.2	Elect Director David R. Harvey	For	For
				Annual	Mgmt	1.3	Elect Director W. Lee McCollum	For	For
				Annual	Mgmt	1.4	Elect Director William C. O'Neil, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director J. Pedro Reinhard	For	For
				Annual	Mgmt	1.6	Elect Director Jerome W. Sandweiss	For	For
				Annual	Mgmt	1.7	Elect Director D. Dean Spatz	For	For
				Annual	Mgmt	1.8	Elect Director Barrett A. Toan	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Increase Authorized Common Stock	For	For
The McClatchy Company	MNI	579489105	5/19/2004	Annual	Mgmt	1.1	Elect Director Elizabeth Ballantine	For	For
				Annual	Mgmt	1.2	Elect Director Leroy Barnes, Jr.	For	For
				Annual	Mgmt	1.3	Elect Director S. Donley Ritchey	For	For
				Annual	Mgmt	1.4	Elect Director Maggie Wilderotter	For	Withhold
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
The Timberland Co.	TBL	887100105	5/20/2004	Annual	Mgmt	1.1	Fix Number of and Elect Director Sidney W. Swartz	For	For
				Annual	Mgmt	1.2	Elect Director Jeffrey B. Swartz	For	For
				Annual	Mgmt	1.3	Elect Director John E. Beard	For	Withhold
				Annual	Mgmt	1.4	Elect Director John F. Brennan	For	For
				Annual	Mgmt	1.5	Elect Director Ian W. Diery	For	For
				Annual	Mgmt	1.6	Elect Director Irene M. Esteves	For	For
				Annual	Mgmt	1.7	Elect Director John A. Fitzsimmons	For	For
				Annual	Mgmt	1.8	Elect Director Virginia H. Kent	For	For
				Annual	Mgmt	1.9	Elect Director Bill Shore	For	For
Engelhard Corp.	EC	292845104	5/6/2004	Annual	Mgmt	1.1	Elect Director David L. Burner	For	For
				Annual	Mgmt	1.2	Elect Director James V. Napier	For	For
Fairchild Semiconductor International, Inc.	FCS	303726103	5/4/2004	Annual	Mgmt	1.1	Elect Director Kirk P. Pond	For	For
				Annual	Mgmt	1.2	Elect Director Joseph R. Martin	For	For
				Annual	Mgmt	1.3	Elect Director Charles P. Carinalli	For	For
				Annual	Mgmt	1.4	Elect Director Richard M. Cashin, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director Charles M. Clough	For	For
				Annual	Mgmt	1.6	Elect Director Robert F. Friel	For	For
				Annual	Mgmt	1.7	Elect Director Thomas L. Magnanti	For	For
				Annual	Mgmt	1.8	Elect Director Bryan R. Roub	For	For
				Annual	Mgmt	1.9	Elect Director Paul C. Schorr IV	For	For
				Annual	Mgmt	1.10	Elect Director Ronald W. Shelly	For	For
				Annual	Mgmt	1.11	Elect Director William N. Stout	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
General Growth Properties, Inc.	GGP	370021107	5/5/2004	Annual	Mgmt	1.1	Elect Director John Bucksbaum	For	For
				Annual	Mgmt	1.2	Elect Director Alan Cohen	For	For
				Annual	Mgmt	1.3	Elect Director Anthony Downs	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Questar Corp.	STR	748356102	5/18/2004	Annual	Mgmt	1.1	Elect Director Teresa Beck	For	For
				Annual	Mgmt	1.2	Elect Director R.D. Cash	For	For
				Annual	Mgmt	1.3	Elect Director Robert E. McKee III	For	Withhold
				Annual	Mgmt	1.4	Elect Director Gary G. Michael	For	For
				Annual	Mgmt	1.5	Elect Director Charles B. Stanley	For	For
				Annual	Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
ONEOK, Inc.	OKE	682680103	5/20/2004	Annual	Mgmt	1.1	Elect Director William M. Bell	For	For
				Annual	Mgmt	1.2	Elect Director Julie H. Edwards	For	For
				Annual	Mgmt	1.3	Elect Director Pattye L. Moore	For	For
				Annual	Mgmt	1.4	Elect Director J.D. Scott	For	Withhold
				Annual	Mgmt	1.5	Elect Director James C. Day	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Northeast Utilities	NU	664397106	5/11/2004	Annual	Mgmt	1.1	Elect Director Richard H. Booth	For	For
				Annual	Mgmt	1.2	Elect Director Cotton Mather Cleveland	For	For
				Annual	Mgmt	1.3	Elect Director Sanford Cloud, Jr.	For	For
				Annual	Mgmt	1.4	Elect Director James F. Cordes	For	For
				Annual	Mgmt	1.5	Elect Director E. Gail De Planque	For	For
				Annual	Mgmt	1.6	Elect Director John H. Forsgren	For	For
				Annual	Mgmt	1.7	Elect Director John G. Graham	For	For
				Annual	Mgmt	1.8	Elect Director Elizabeth T. Kennan	For	For
				Annual	Mgmt	1.9	Elect Director Robert E. Patricelli	For	For
				Annual	Mgmt	1.10	Elect Director Charles W. Shivery	For	For
				Annual	Mgmt	1.11	Elect Director John F. Swope	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Constellation Energy Group, Inc.	CEG	210371100	5/21/2004	Annual	Mgmt	1.1	Elect Director James T. Brady	For	For
				Annual	Mgmt	1.2	Elect Director James R. Curtiss	For	For
				Annual	Mgmt	1.3	Elect Director Edward J. Kelly, III	For	For
				Annual	Mgmt	1.4	Elect Director Robert J. Lawless	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Storage Technology Corp.	STK	862111200	5/20/2004	Annual	Mgmt	1.1	Elect Director James R. Adams	For	For
				Annual	Mgmt	1.2	Elect Director Charles E. Foster	For	For
				Annual	Mgmt	1.3	Elect Director Mercedes Johnson	For	For
				Annual	Mgmt	1.4	Elect Director William T. Kerr	For	For
				Annual	Mgmt	1.5	Elect Director Robert E. Lee	For	For
				Annual	Mgmt	1.6	Elect Director Patrick J. Martin	For	For
				Annual	Mgmt	1.7	Elect Director Judy C. Odom	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
				Annual	Shareholder	4	Provide for Cumulative Voting	Against	For
Old Republic International Corp.	ORI	680223104	5/28/2004	Annual	Mgmt	1.1	Elect Director Jimmy A. Dew	For	Withhold
				Annual	Mgmt	1.2	Elect Director John M. Dixon	For	Withhold
				Annual	Mgmt	1.3	Elect Director Wilbur S. Legg	For	Withhold
				Annual	Mgmt	1.4	Elect Director John W. Popp	For	Withhold
Applebee's International, Inc.	APPB	037899101	5/13/2004	Annual	Mgmt	1.1	Elect Director Jack P. Helms	For	For
				Annual	Mgmt	1.2	Elect Director Lloyd L. Hill	For	For
				Annual	Mgmt	1.3	Elect Director Burton M. Sack	For	For
				Annual	Mgmt	1.4	Elect Director Michael A. Volkema	For	For
				Annual	Mgmt	1.5	Elect Director Steven K. Lumpkin	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Approve Employee Stock Purchase Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For
				Annual	Shareholder	5	Report on Genetically Modified Organisms	Against	Against
Vishay Intertechnology, Inc.	VSH	928298108	5/12/2004	Annual	Mgmt	1.1	Elect Director Dr. Felix Zandman	For	Withhold
				Annual	Mgmt	1.2	Elect Director Philippe Gazeau	For	Withhold
				Annual	Mgmt	1.3	Elect Director Zvi Grinfas	For	For
				Annual	Mgmt	1.4	Elect Director Dr. Gerald Paul	For	Withhold
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Amend Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	4	Approve Restricted Stock Plan	For	For
Lear Corporation	LEA	521865105	5/13/2004	Annual	Mgmt	1.1	Elect Director Larry W. McCurdy	For	For
				Annual	Mgmt	1.2	Elect Director Roy E. Parrott	For	For
				Annual	Mgmt	1.3	Elect Director Richard F. Wallman	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
Caesar's Entertainment	CZR	127687101	5/26/2004	Annual	Mgmt	1.1	Elect Director A. Steven Crown	For	For
				Annual	Mgmt	1.2	Elect Director Gilbert L. Shelton	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
Anthem Inc.	ATH	03674B104	5/17/2004	Annual	Mgmt	1.1	Elect Director Victor S. Liss	For	For
				Annual	Mgmt	1.2	Elect Director James W. McDowell, Jr.	For	For
				Annual	Mgmt	1.3	Elect Director George A. Schaefer, Jr.	For	For
				Annual	Mgmt	1.4	Elect Director Jackie M. Ward	For	For
Mack-Cali Realty Corp.	CLI	554489104	5/20/2004	Annual	Mgmt	1.1	Elect Director Alan S. Bernikow	For	For
				Annual	Mgmt	1.2	Elect Director Martin D. Gruss	For	For
				Annual	Mgmt	1.3	Elect Director Vincent Tese	For	For
				Annual	Mgmt	1.4	Elect Director Roy J. Zuckerberg	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Adopt a Policy Governing Related Party Transactions	Against	Against
Astoria Financial Corp.	AF	046265104	5/19/2004	Annual	Mgmt	1.1	Elect Director John J. Conefry, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Lawrence W. Peters	For	For
				Annual	Mgmt	1.3	Elect Director Thomas V. Powderly	For	For
				Annual	Mgmt	2	Amend Executive Incentive Bonus Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Foot Locker Inc	FL	344849104	5/26/2004	Annual	Mgmt	1.1	Elect Director James E. Preston	For	For
				Annual	Mgmt	1.2	Elect Director Matthew D. Serra	For	For
				Annual	Mgmt	1.3	Elect Director Christopher A. Sinclair	For	For
				Annual	Mgmt	1.4	Elect Director Dona D. Young	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Mohawk Industries, Inc.	MHK	608190104	5/19/2004	Annual	Mgmt	1.1	Elect Director Leo Benatar	For	For
				Annual	Mgmt	1.2	Elect Director Phyllis O. Bonanno	For	For
				Annual	Mgmt	1.3	Elect Director David L. Kolb	For	For
				Annual	Mgmt	1.4	Elect Director W. Christopher Wellborn	For	For
Borders Group, Inc.	BGP	099709107	5/20/2004	Annual	Mgmt	1.1	Elect Director Joel J. Cohen	For	For
				Annual	Mgmt	1.2	Elect Director Robert F. Diromualdo	For	For
				Annual	Mgmt	1.3	Elect Director Gregory P. Josefowicz	For	For
				Annual	Mgmt	1.4	Elect Director Amy B. Lane	For	For
				Annual	Mgmt	1.5	Elect Director Victor L. Lund	For	For
				Annual	Mgmt	1.6	Elect Director Dr. Edna Greene Medford	For	For
				Annual	Mgmt	1.7	Elect Director George R. Mrkonic	For	For
				Annual	Mgmt	1.8	Elect Director Lawrence I. Pollock	For	For
				Annual	Mgmt	1.9	Elect Director Beth M. Pritchard	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Harte-Hanks, Inc.	HHS	416196103	5/18/2004	Annual	Mgmt	1.1	Elect Director Larry Franklin	For	For
				Annual	Mgmt	1.2	Elect Director William F. Farley	For	For
				Annual	Mgmt	1.3	Elect Director William K. Gayden	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
Watson Pharmaceuticals, Inc.	WPI	942683103	5/17/2004	Annual	Mgmt	1.1	Elect Director Allen Chao, Ph.D.	For	For
				Annual	Mgmt	1.2	Elect Director Michel J. Feldman	For	For
				Annual	Mgmt	1.3	Elect Director Fred G. Weiss	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Review Executive Compensation	Against	Against
Phelps Dodge Corp.	PD	717265102	5/28/2004	Annual	Mgmt	1.1	Elect Director Marie L. Knowles	For	For
				Annual	Mgmt	1.2	Elect Director Jon C. Madonna	For	For
				Annual	Mgmt	1.3	Elect Director Gordon R. Parker	For	For
				Annual	Mgmt	1.4	Elect Director Robert D. Johnson	For	For
				Annual	Shareholder	2	Cease Charitable Contributions	Against	Against
Federated Department Stores, Inc.	FD	31410H101	5/21/2004	Annual	Mgmt	1.1	Elect Director Sara Levinson	For	Withhold
				Annual	Mgmt	1.2	Elect Director Joseph Neubauer	For	Withhold
				Annual	Mgmt	1.3	Elect Director Joseph A. Pichler	For	Withhold
				Annual	Mgmt	1.4	Elect Director Karl M. von der Heyden	For	Withhold
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Amend Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Declassify the Board of Directors	Against	For
Westwood One, Inc.	WON	961815107	5/13/2004	Annual	Mgmt	1.1	Elect Director Norman J. Pattiz	For	For
				Annual	Mgmt	1.2	Elect Director Mel Karmazin	For	For
				Annual	Mgmt	1.3	Elect Director Joseph B. Smith	For	For
				Annual	Mgmt	1.4	Elect Director Dennis F. Holt	For	For
				Annual	Mgmt	1.5	Elect Director Shane Coppola	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Coventry Health Care Inc.	CVH	222862104	6/3/2004	Annual	Mgmt	1.1	Elect Director L. Dale Crandall	For	For
				Annual	Mgmt	1.2	Elect Director Robert W. Morey	For	For
				Annual	Mgmt	1.3	Elect Director Elizabeth E. Tallett	For	For
				Annual	Mgmt	1.4	Elect Director Allen F. Wise	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Polycom, Inc.	PLCM	73172K104	6/2/2004	Annual	Mgmt	1.1	Elect Director Betsy S. Atkins	For	For
				Annual	Mgmt	1.2	Elect Director John Seely Brown	For	For
				Annual	Mgmt	1.3	Elect Director Robert C. Hagerty	For	For
				Annual	Mgmt	1.4	Elect Director John A. Kelley, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director Michael R. Kourey	For	For
				Annual	Mgmt	1.6	Elect Director Stanley J. Meresman	For	For
				Annual	Mgmt	1.7	Elect Director William A. Owens	For	Withhold
				Annual	Mgmt	1.8	Elect Director Durk I. Jager	For	For
				Annual	Mgmt	1.9	Elect Director Thomas G. Stemberg	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
Rent-A-Center, Inc.	RCII	76009N100	5/19/2004	Annual	Mgmt	1.1	Elect Director Mitchell E. Fadel	For	For
				Annual	Mgmt	1.2	Elect Director Peter P. Copses	For	For
			��	Annual	Mgmt	1.3	Elect Director Mary Elizabeth Burton	For	For
				Annual	Mgmt	2	Increase Authorized Common Stock	For	For
PacifiCare Health Systems, Inc.	PHS	695112102	5/20/2004	Annual	Mgmt	1.1	Elect Director Aida Alvarez	For	For
				Annual	Mgmt	1.2	Elect Director Bradley C. Call	For	For
				Annual	Mgmt	1.3	Elect Director Terry O. Hartshorn	For	Withhold
				Annual	Mgmt	1.4	Elect Director Dominic Ng	For	For
				Annual	Mgmt	1.5	Elect Director Howard G. Phanstiel	For	For
				Annual	Mgmt	1.6	Elect Director Warren E. Pinckert Ii	For	For
				Annual	Mgmt	1.7	Elect Director David A. Reed	For	For
				Annual	Mgmt	1.8	Elect Director Charles R. Rinehart	For	For
				Annual	Mgmt	1.9	Elect Director Linda Rosenstock	For	For
				Annual	Mgmt	1.10	Elect Director Lloyd E. Ross	For	For
				Annual	Mgmt	2	Amend Employee Stock Purchase Plan	For	For
				Annual	Mgmt	3	Ratify Auditors	For	For
SEI Investment Company	SEIC	784117103	5/25/2004	Annual	Mgmt	1.1	Elect Director Alfred P. West, Jr.	For	Withhold
				Annual	Mgmt	1.2	Elect Director William M. Doran	For	Withhold
				Annual	Mgmt	1.3	Elect Director Howard D. Ross	For	For
				Annual	Mgmt	1.4	Elect Director Thomas W. Smith	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
CENTERPOINT ENERGY INC	CNP	15189T107	6/3/2004	Annual	Mgmt	1.1	Elect Director Robert T. O'Connell	For	For
				Annual	Mgmt	1.2	Elect Director Milton Carroll	For	For
				Annual	Mgmt	1.3	Elect Director John T. Cater	For	For
				Annual	Mgmt	1.4	Elect Director Michael E. Shannon	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Limit Awards to Executives	Against	Against
				Annual	Shareholder	4	Declassify the Board of Directors	Against	For
				Annual	Mgmt	5	Other Business	For	Against
Countrywide Financial Corp.	CFC	222372104	6/16/2004	Annual	Mgmt	1.1	Elect Director Henry G. Cisneros	For	For
				Annual	Mgmt	1.2	Elect Director Robert J. Donato	For	For
				Annual	Mgmt	1.3	Elect Director Michael E. Dougherty	For	For
				Annual	Mgmt	1.4	Elect Director Martin R. Melone	For	For
				Annual	Mgmt	1.5	Elect Director Harley W. Snyder	For	For
				Annual	Mgmt	2	Amend Omnibus Stock Plan	For	For
Saks Incorporated	SKS	79377W108	6/8/2004	Annual	Mgmt	1.1	Elect Director Stanton J. Bluestone	For	Withhold
				Annual	Mgmt	1.2	Elect Director Robert B. Carter	For	For
				Annual	Mgmt	1.3	Elect Director Julius W. Erving	For	Withhold
				Annual	Mgmt	1.4	Elect Director Donald E. Hess	For	Withhold
				Annual	Mgmt	1.5	Elect Director George L. Jones	For	Withhold
				Annual	Mgmt	1.6	Elect Director Stephen I. Sadove	For	Withhold
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Shareholder	4	Declassify the Board of Directors	Against	For
				Annual	Shareholder	5	Provide for Cumulative Voting	Against	For
Foundry Networks, Inc.	FDRY	35063R100	6/1/2004	Annual	Mgmt	1.1	Elect Director Bobby R. Johnson, Jr.	For	For
				Annual	Mgmt	1.2	Elect Director Andrew K. Ludwick	For	For
				Annual	Mgmt	1.3	Elect Director Alfred J. Amoroso	For	For
				Annual	Mgmt	1.4	Elect Director C. Nicholas Keating, Jr.	For	For
				Annual	Mgmt	1.5	Elect Director J. Steven Young	For	Withhold
				Annual	Mgmt	1.6	Elect Director Alan L. Earhart	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Vornado Realty Trust	VNO	929042109	5/27/2004	Annual	Mgmt	1.1	Elect Trustee Robert P. Kogod	For	For
				Annual	Mgmt	1.2	Elect Trustee David Mandelbaum	For	For
				Annual	Mgmt	1.3	Elect Trustee Richard R. West	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
Reliant Energy Inc.	RRI	75952B105	6/2/2004	Annual	Mgmt	1.1	Elect Director Laree E. Perez	For	For
				Annual	Mgmt	1.2	Elect Director William L. Transier	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Adopt Executive Retention Ratio	Against	Against
SUPERVALU Inc.	SVU	868536103	5/26/2004	Annual	Mgmt	1.1	Elect Director Charles M. Lillis	For	For
				Annual	Mgmt	1.2	Elect Director Jeffrey Noodle	For	For
				Annual	Mgmt	1.3	Elect Director Steven S. Rogers	For	For
				Annual	Mgmt	1.4	Elect Director Ronald E. Daly	For	For
				Annual	Mgmt	1.5	Elect Director Marissa Peterson	For	For
				Annual	Mgmt	2	Ratify Auditors	For	For
				Annual	Shareholder	3	Require Affirmative Vote of the Majority of the Shares to Elect Directors	Against	Against
The J. M. Smucker Co.	SJM	832696405	6/17/2004	Special	Mgmt	1	Approve Merger Agreement	For	For
				Special	Mgmt	2	Adjourn Meeting	For	Against
Renal Care Group, Inc.	RCI	759930100	6/9/2004	Annual	Mgmt	1.1	Elect Director Joseph C. Hutts	For	For
				Annual	Mgmt	1.2	Elect Director Harry R. Jacobson, M.D.	For	For
				Annual	Mgmt	1.3	Elect Director Thomas A. Lowery, M.D.	For	For
				Annual	Mgmt	2	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	3	Amend Non-Employee Director Stock Option Plan	For	For
				Annual	Mgmt	4	Increase Authorized Common Stock	For	For
Claire	CLE	179584107	6/23/2004	Annual	Mgmt	1.1	Elect Director Marla L. Schaefer	For	Withhold
				Annual	Mgmt	1.2	Elect Director E. Bonnie Schaefer	For	Withhold
				Annual	Mgmt	1.3	Elect Director Ira D. Kaplan	For	Withhold
				Annual	Mgmt	1.4	Elect Director Bruce G. Miller	For	For
				Annual	Mgmt	1.5	Elect Director Steven H. Tishman	For	For
				Annual	Mgmt	1.6	Elect Director Todd D. Jick	For	For
				Annual	Mgmt	1.7	Elect Director Ann Spector Leiff	For	For
				Annual	Shareholder	2	Adopt MacBride Principles	Against	For
Telephone and Data Systems, Inc.	TDS	879433100	6/29/2004	Annual	Mgmt	1	Declassify the Board of Directors	For	For
				Annual	Mgmt	2.1	Elect Director K.A. Mundt	For	For
				Annual	Mgmt	2.2	Elect Director M.H. Saranow	For	For
				Annual	Mgmt	2.3	Elect Director K.A. Mundt	For	For
				Annual	Mgmt	2.4	Elect Director M.L. Solomon	For	For
				Annual	Mgmt	2.5	Elect Director H.S. Wander	For	For
				Annual	Mgmt	2.6	Elect Director M.H. Saranow	For	For
				Annual	Mgmt	3	Approve Omnibus Stock Plan	For	For
				Annual	Mgmt	4	Ratify Auditors	For	For

BALANCED PORTFOLIO

Issuer of Portfolio Security	Ticker	Cusip	Shareholder Meeting Date	Meeting Type	Who Proposed Matter: (M)anage- Ment/ (S)hare- holder	Ballot Item Number	Summary of Matter Voted On	Vote For or Against Management	Fund's Vote For or Against, or Abstain; For of Withhold Regarding Election of Directors
Dell Inc.	DELL	247025109	7/18/2003	Annual	Mgmt	1.1	Elect Director Michael A. Miles	For	For
					Mgmt	1.2	Elect Director Alex J. Mandl	For	For
					Mgmt	1.3	Elect Director Morton L. Topfer	For	For
					Mgmt	2	Declassify the Board of Directors	For	For
					Mgmt	3	Change Company Name	For	For
					Mgmt	4	Approve Executive Incentive Bonus Plan	For	For
Mylan Laboratories Inc.	MYL	628530107	7/25/2003	Annual	Mgmt	1.1	Elect Director Milan Puskar	For	For
					Mgmt	1.2	Elect Director Robert J. Coury	For	For
					Mgmt	1.3	Elect Director Wendy Cameron	For	For
					Mgmt	1.4	Elect Director Laurence S. DeLynn	For	For
					Mgmt	1.5	Elect Director John C. Gaisford, M.D.	For	For
					Mgmt	1.6	Elect Director Douglas J. Leech	For	Withhold
					Mgmt	1.7	Elect Director Joseph C. Maroon, M.D.	For	For
					Mgmt	1.8	Elect Director Patricia A. Sunseri	For	For
					Mgmt	1.9	Elect Director C.B. Todd	For	For
					Mgmt	1.10	Elect Director Randall L. Vanderveen, Ph.D.	For	For
					Mgmt	1.11	Elect Director Stuart A. Williams, Esq.	For	For
					Mgmt	2	Increase Authorized Common Stock	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
Computer Sciences Corporation	CSC	205363104	8/11/2003	Annual	Mgmt	1.1	Elect Director Irving W. Bailey, II	For	For
					Mgmt	1.2	Elect Director Stephen L. Baum	For	For
					Mgmt	1.3	Elect Director Rodney F. Chase	For	For
					Mgmt	1.4	Elect Director Van B. Honeycutt	For	For
					Mgmt	1.5	Elect Director William R. Hoover	For	For
					Mgmt	1.6	Elect Director Leon J. Level	For	For
					Mgmt	1.7	Elect Director Thomas A. McDonnell	For	For
					Mgmt	1.8	Elect Director F. Warren McFarlan	For	For
					Mgmt	1.9	Elect Director James R. Mellor	For	For
					Mgmt	1.10	Elect Director William P. Rutledge	For	For
Centex Corp.	CTX	152312104	7/17/2003	Annual	Mgmt	1.1	Elect Director Dan W. Cook III	For	For
					Mgmt	1.2	Elect Director Thomas J. Falk	For	For
					Mgmt	1.3	Elect Director Laurence E. Hirsch	For	For
					Mgmt	1.4	Elect Director Thomas M. Schoewe	For	For
					Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	Against
					Mgmt	4	Ratify Auditors	For	For
Electronic Arts, Inc.	ERTS	285512109	7/31/2003	Annual	Mgmt	1.1	Elect Director M. Richard Asher	For	For
					Mgmt	1.2	Elect Director William J. Byron	For	For
					Mgmt	1.3	Elect Director Leonard S. Coleman	For	For
					Mgmt	1.4	Elect Director Gary M. Kusin	For	For
					Mgmt	1.5	Elect Director Gregory B. Maffei	For	For
					Mgmt	1.6	Elect Director Timothy Mott	For	For
					Mgmt	1.7	Elect Director Lawrence F. Probst III	For	For
					Mgmt	1.8	Elect Director Linda J. Srere	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Amend Employee Stock Purchase Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
Xilinx, Inc.	XLNX	983919101	8/7/2003	Annual	Mgmt	1.1	Elect Director Willem P. Roelandts	For	For
					Mgmt	1.2	Elect Director John L. Doyle	For	For
					Mgmt	1.3	Elect Director Jerald G. Fishman	For	For
					Mgmt	1.4	Elect Director Philip T. Gianos	For	For
					Mgmt	1.5	Elect Director William G. Howard, Jr.	For	For
					Mgmt	1.6	Elect Director Harold E. Hughes, Jr.	For	For
					Mgmt	1.7	Elect Director Richard W. Sevcik	For	For
					Mgmt	1.8	Elect Director Elizabeth Vanderslice	For	For
					Mgmt	2	Ratify Auditors	For	For
Forest Laboratories, Inc.	FRX	345838106	8/11/2003	Annual	Mgmt	1.1	Elect Director Howard Solomon	For	Withhold
					Mgmt	1.2	Elect Director William J. Candee, III	For	For
					Mgmt	1.3	Elect Director George S. Cohan	For	For
					Mgmt	1.4	Elect Director Dan L. Goldwasser	For	For
					Mgmt	1.5	Elect Director Lester B. Salans, M.D.	For	For
					Mgmt	1.6	Elect Director Kenneth E. Goodman	For	Withhold
					Mgmt	1.7	Elect Director Phillip M. Satow	For	Withhold
					Mgmt	2	Increase Authorized Common Stock	For	Against
					Mgmt	3	Ratify Auditors	For	For
Tektronix, Inc.	TEK	879131100	9/25/2003	Annual	Mgmt	1.1	Elect Director Gerry B. Cameron	For	For
					Mgmt	1.2	Elect Director Cyril J. Yansouni	For	For
					Shareholder	2	Refrain from Doing Business in China	Against	Against
Zimmer Holdings Inc	ZMH	98956P102	7/22/2003	Special	Mgmt	1	Issue Shares in Connection with an Acquisition	For	For
QLogic Corp.	QLGC	747277101	8/26/2003	Annual	Mgmt	1.1	Elect Director H.K. Desai	For	For
					Mgmt	1.2	Elect Director Larry R. Carter	For	For
					Mgmt	1.3	Elect Director James R. Fiebiger	For	For
					Mgmt	1.4	Elect Director Balakrishnan S. Iyer	For	For
					Mgmt	1.5	Elect Director Carol L. Miltner	For	For
					Mgmt	1.6	Elect Director George D. Wells	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
FedEx Corporation	FDX	31428X106	9/29/2003	Annual	Mgmt	1.1	Elect Director August A. Busch IV	For	For
					Mgmt	1.2	Elect Director John A. Edwardson	For	For
					Mgmt	1.3	Elect Director George J. Mitchell	For	Withhold
					Mgmt	1.4	Elect Director Joshua I. Smith	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Shareholder	4	Declassify the Board of Directors	Against	For
UTStarcom, Inc.	UTSI	918076100	9/24/2003	Special	Mgmt	1	Increase Authorized Common Stock	For	For
National Semiconductor Corp.	NSM	637640103	9/26/2003	Annual	Mgmt	1.1	Elect Director Brian L. Halla	For	For
					Mgmt	1.2	Elect Director Steven R. Appleton	For	For
					Mgmt	1.3	Elect Director Gary P. Arnold	For	Withhold
					Mgmt	1.4	Elect Director Richard J. Danzig	For	For
					Mgmt	1.5	Elect Director Robert J. Frankenberg	For	For
					Mgmt	1.6	Elect Director E. Floyd Kvamme	For	For
					Mgmt	1.7	Elect Director Modesto A. Maidique	For	For
					Mgmt	1.8	Elect Director Edward R. Mccracken	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Employee Stock Purchase Plan	For	For
Oracle Corp.	ORCL	68389X105	10/13/2003	Annual	Mgmt	1.1	Elect Director Lawrence J. Ellison	For	For
					Mgmt	1.2	Elect Director Donald L. Lucas	For	For
					Mgmt	1.3	Elect Director Michael J. Boskin	For	For
					Mgmt	1.4	Elect Director Jeffrey O. Henley	For	For
					Mgmt	1.5	Elect Director Jack F. Kemp	For	For
					Mgmt	1.6	Elect Director Jeffrey Berg	For	For
					Mgmt	1.7	Elect Director Safra Catz	For	For
					Mgmt	1.8	Elect Director Hector Garcia-Molina	For	For
					Mgmt	1.9	Elect Director Joseph A. Grundfest	For	For
					Mgmt	1.10	Elect Director H. Raymond Bingham	For	For
					Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Mgmt	4	Amend Non-Employee Director Omnibus Stock Plan	For	For
					Shareholder	5	Implement China Principles	Against	Against
Cisco Systems, Inc.	CSCO	17275R102	11/11/2003	Annual	Mgmt	1.1	Elect Director Carol A. Bartz	For	For
					Mgmt	1.2	Elect Director Larry R. Carter	For	For
					Mgmt	1.3	Elect Director John T. Chambers	For	For
					Mgmt	1.4	Elect Director Dr. James F. Gibbons	For	For
					Mgmt	1.5	Elect Director Dr. John L. Hennessy	For	For
					Mgmt	1.6	Elect Director Roderick C. McGeary	For	For
					Mgmt	1.7	Elect Director James C. Morgan	For	For
					Mgmt	1.8	Elect Director John P. Morgridge	For	For
					Mgmt	1.9	Elect Director Donald T. Valentine	For	For
					Mgmt	1.10	Elect Director Steven M. West	For	For
					Mgmt	1.11	Elect Director Jerry Yang	For	For
					Mgmt	2	Amend Employee Stock Purchase Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Shareholder	4	Report on Company Products Used by the Government to Monitor the Internet	Against	Against
					Shareholder	5	Report on Pay Disparity	Against	Against
The Procter & Gamble Company	PG	742718109	10/14/2003	Annual	Mgmt	1.1	Elect Director Norman R. Augustine	For	For
					Mgmt	1.2	Elect Director A.G. Lafley	For	For
					Mgmt	1.3	Elect Director Johnathan A. Rodgers	For	For
					Mgmt	1.4	Elect Director John F. Smith, Jr.	For	For
					Mgmt	1.5	Elect Director Margaret C. Whitman	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Non-Employee Director Omnibus Stock Plan	For	Against
					Shareholder	4	Declassify the Board of Directors	Against	For
					Shareholder	5	Label Genetically Engineered Foods	Against	Against
Scientific-Atlanta, Inc.	SFA	808655104	11/7/2003	Annual	Mgmt	1.1	Elect Director Marion H. Antonini	For	For
					Mgmt	1.2	Elect Director David J. McLaughlin	For	For
					Mgmt	1.3	Elect Director James V. Napier	For	Withhold
					Mgmt	1.4	Elect Director Sam Nunn	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
KLA-Tencor Corp.	KLAC	482480100	11/5/2003	Annual	Mgmt	1.a	Elect Director H. Raymond Bingham	For	For
					Mgmt	1.b	Elect Director Robert T. Bond	For	For
					Mgmt	1.c	Elect Director Richard J. Elkus, Jr.	For	For
					Mgmt	1.d	Elect Director Michael E. Marks	For	For
					Mgmt	2	Ratify Auditors	For	For
The Clorox Company	CLX	189054109	11/19/2003	Annual	Mgmt	1.1	Elect Director Daniel Boggan, Jr.	For	For
					Mgmt	1.2	Elect Director Tully M. Friedman	For	For
					Mgmt	1.3	Elect Director Christoph Henkel	For	For
					Mgmt	1.4	Elect Director William R. Johnson	For	For
					Mgmt	1.5	Elect Director Gerald E. Johnston	For	For
					Mgmt	1.6	Elect Director Robert W. Matschullat	For	For
					Mgmt	1.7	Elect Director Gary G. Michael	For	For
					Mgmt	1.8	Elect Director Klaus Morwind	For	For
					Mgmt	1.9	Elect Director Jan L. Murley	For	For
					Mgmt	1.10	Elect Director Lary R. Scott	For	For
					Mgmt	1.11	Elect Director Michael E. Shannon	For	For
					Mgmt	1.12	Elect Director G. Craig Sullivan	For	For
					Mgmt	2	Approve Deferred Compensation Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
Global Payments, Inc.	GPN	37940X102	10/22/2003	Annual	Mgmt	1.1	Elect Director Raymond L. Killian, Jr. as Class I Director	For	For
					Mgmt	1.2	Elect Director Michael W. Trapp as Class II Director	For	For
					Mgmt	1.3	Elect Director Gerald J. Wilkins as Class II Director	For	For
					Mgmt	1.4	Elect Director Alex W. Hart as Class III Director	For	For
					Mgmt	1.5	Elect Director William I. Jacobs as Class III Director	For	For
					Mgmt	1.6	Elect Director Gillian H. Denham as Class III Director	For	Withhold
					Mgmt	1.7	Elect Director Alan M. Silberstein as Class III Director	For	For
Linear Technology Corp.	LLTC	535678106	11/5/2003	Annual	Mgmt	1.1	Elect Director Robert H. Swanson, Jr.	For	Withhold
					Mgmt	1.2	Elect Director David S. Lee	For	For
					Mgmt	1.3	Elect Director Leo T. McCarthy	For	For
					Mgmt	1.4	Elect Director Richard M. Moley	For	For
					Mgmt	1.5	Elect Director Thomas S. Volpe	For	For
					Mgmt	2	Ratify Auditors	For	For
SYSCO Corporation	SYY	871829107	11/7/2003	Annual	Mgmt	1.1	Elect Director Jonathan Golden as Class II Director	For	Withhold
					Mgmt	1.2	Elect Director Joseph A. Hafner, Jr. as Class II Director	For	For
					Mgmt	1.3	Elect Director Thomas E. Lankford as Class II Director	For	Withhold
					Mgmt	1.4	Elect Director Richard J. Schnieders as Class II Director	For	Withhold
					Mgmt	1.5	Elect Director John K. Stubblefield, Jr. as Class III Director	For	For
					Mgmt	2	Increase Authorized Common Stock	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	Against
					Shareholder	4	Report on the Impact of Genetically Engineered Products	Against	Against
Harris Corp.	HRS	413875105	10/24/2003	Annual	Mgmt	1.1	Elect Director Joseph L. Dionne	For	For
					Mgmt	1.2	Elect Director David B. Rickard	For	For
					Mgmt	1.3	Elect Director Gregory T. Swienton	For	For
					Mgmt	2	Ratify Auditors	For	For
Microsoft Corp.	MSFT	594918104	11/11/2003	Annual	Mgmt	1.1	Elect Director William H. Gates, III	For	For
					Mgmt	1.2	Elect Director Steven A. Ballmer	For	For
					Mgmt	1.3	Elect Director James I. Cash, Jr., Ph.D.	For	For
					Mgmt	1.4	Elect Director Raymond V. Gilmartin	For	For
					Mgmt	1.5	Elect Director Ann McLaughlin Korologos	For	For
					Mgmt	1.6	Elect Director David F. Marquardt	For	For
					Mgmt	1.7	Elect Director Charles H. Noski	For	For
					Mgmt	1.8	Elect Director Dr. Helmut Panke	For	For
					Mgmt	1.9	Elect Director Wm. G. Reed, Jr.	For	For
					Mgmt	1.10	Elect Director Jon A. Shirley	For	Withhold
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Amend Non-Employee Director Stock Option Plan	For	For
					Shareholder	4	Refrain from Giving Charitable Contributions	Against	Against
Integrated Circuit Systems, Inc.	ICST	45811K208	10/29/2003	Annual	Mgmt	1.1	Elect Director Hock E. Tan	For	Withhold
					Mgmt	1.2	Elect Director Nam P. Suh, Ph.D.	For	For
Lancaster Colony Corp.	LANC	513847103	11/17/2003	Annual	Mgmt	1.1	Elect Director Kerrii B. Anderson	For	For
					Mgmt	1.2	Elect Director James B. Bachmann	For	For
					Mgmt	1.3	Elect Director Robert S. Hamilton	For	For
AutoZone, Inc.	AZO	053332102	12/11/2003	Annual	Mgmt	1.1	Elect Director Charles M. Elson	For	For
					Mgmt	1.2	Elect Director Marsha J. Evans	For	For
					Mgmt	1.3	Elect Director Earl G. Graves, Jr.	For	For
					Mgmt	1.4	Elect Director N. Gerry House	For	For
					Mgmt	1.5	Elect Director J.R. Hyde, III	For	For
					Mgmt	1.6	Elect Director Edward S. Lampert	For	For
					Mgmt	1.7	Elect Director W. Andrew McKenna	For	For
					Mgmt	1.8	Elect Director Steve Odland	For	For
					Mgmt	1.9	Elect Director James J. Postl	For	For
					Mgmt	2	Ratify Auditors	For	For
Fox Entertainment Group, Inc.	FOX	35138T107	11/25/2003	Annual	Mgmt	1.1	Elect Director K. Rupert Murdoch, AC	For	Withhold
					Mgmt	1.2	Elect Director Peter Chernin	For	Withhold
					Mgmt	1.3	Elect Director David F. DeVoe	For	Withhold
					Mgmt	1.4	Elect Director Arthur M. Siskind	For	Withhold
					Mgmt	1.5	Elect Director Lachlan K. Murdoch	For	Withhold
					Mgmt	1.6	Elect Director Christos M. Cotsakos	For	For
					Mgmt	1.7	Elect Director Thomas W. Jones	For	For
					Mgmt	1.8	Elect Director Peter Powers	For	For
					Mgmt	2	Ratify Auditors	For	For
General Growth Properties, Inc.	GGP	370021107	11/20/2003	Special	Mgmt	1	Approve Increase in Common Stock and a Stock Split	For	For
Apache Corp.	APA	037411105	12/18/2003	Special	Mgmt	1	Increase Authorized Common Stock	For	For
Rockwell Collins, Inc.	COL	774341101	2/10/2004	Annual	Mgmt	1.1	Elect Director Donald R. Beall	For	For
					Mgmt	1.2	Elect Director Richard J. Ferris	For	For
					Mgmt	2	Ratify Auditors	For	For
Countrywide Financial Corp.	CFC	222372104	1/9/2004	Special	Mgmt	1	Increase Authorized Common Stock	For	For
Varian Medical Systems Inc	VAR	92220P105	2/19/2004	Annual	Mgmt	1.1	Elect Director John Seely Brown	For	For
					Mgmt	1.2	Elect Director Samuel Hellman	For	For
					Mgmt	1.3	Elect Director Terry R. Lautenbach	For	For
					Mgmt	2	Amend Executive Incentive Bonus Plan	For	For
Tyson Foods, Inc.	TSN	902494103	2/6/2004	Annual	Mgmt	1.1	Elect Director Don Tyson	For	Withhold
					Mgmt	1.2	Elect Director John Tyson	For	Withhold
					Mgmt	1.3	Elect Director Leland E. Tollett	For	Withhold
					Mgmt	1.4	Elect Director Barbara A. Tyson	For	Withhold
					Mgmt	1.5	Elect Director Lloyd V. Hackley	For	For
					Mgmt	1.6	Elect Director Jim Kever	For	For
					Mgmt	1.7	Elect Director David A. Jones	For	For
					Mgmt	1.8	Elect Director Richard L. Bond	For	Withhold
					Mgmt	1.9	Elect Director Jo Ann R. Smith	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Approve Employee Stock Purchase Plan	For	Against
					Mgmt	4	Ratify Auditors	For	For
					Shareholder	5	Remove Supervoting Rights for Class B Common Stock	Against	For
					Shareholder	6	Separate Chairman and CEO Positions	Against	For
Becton, Dickinson and Company	BDX	075887109	2/11/2004	Annual	Mgmt	1.1	Elect Director Henry P. Becton, Jr.	For	For
					Mgmt	1.2	Elect Director Edward F. DeGraan	For	For
					Mgmt	1.3	Elect Director James F. Orr	For	For
					Mgmt	1.4	Elect Director Margaretha af Ugglas	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
					Shareholder	4	Provide for Cumulative Voting	Against	For
Hewlett-Packard Co.	HPQ	428236103	3/17/2004	Annual	Mgmt	1.1	Elect Director L.T. Babbio, Jr.	For	For
					Mgmt	1.2	Elect Director P.C. Dunn	For	For
					Mgmt	1.3	Elect Director C.S. Fiorina	For	For
					Mgmt	1.4	Elect Director R.A. Hackborn	For	For
					Mgmt	1.5	Elect Director G.A. Keyworth II	For	For
					Mgmt	1.6	Elect Director R.E. Knowling, Jr.	For	For
					Mgmt	1.7	Elect Director S.M. Litvack	For	Withhold
					Mgmt	1.8	Elect Director R.L. Ryan	For	For
					Mgmt	1.9	Elect Director L.S. Salhany	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
					Shareholder	4	Expense Stock Options	Against	For
The Walt Disney Company	DIS	254687106	3/3/2004	Annual	Mgmt	1.1	Elect Director John E. Bryson	For	For
					Mgmt	1.2	Elect Director John S. Chen	For	For
					Mgmt	1.3	Elect Director Michael D. Eisner	For	Withhold
					Mgmt	1.4	Elect Director Judith L. Estrin	For	For
					Mgmt	1.5	Elect Director Robert A. Iger	For	For
					Mgmt	1.6	Elect Director Aylwin B. Lewis	For	For
					Mgmt	1.7	Elect Director Monica C. Lozano	For	For
					Mgmt	1.8	Elect Director Robert W. Matschullat	For	For
					Mgmt	1.9	Elect Director George J. Mitchell	For	For
					Mgmt	1.10	Elect Director Leo J. O'Donovan, S.J.	For	For
					Mgmt	1.11	Elect Director Gary L. Wilson	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	China Principles	Against	Against
					Shareholder	4	Report on Supplier Labor Standards in China	Against	For
					Shareholder	5	Report on Amusement Park Safety	Against	Against
Centex Corp.	CTX	152312104	2/25/2004	Special	Mgmt	1	Increase Authorized Common Stock	For	For
					Mgmt	2	Approve Merger Agreement	For	For
					Mgmt	3	Approve Merger Agreement	For	For
Wm. Wrigley Jr. Co.	WWY	982526105	3/9/2004	Annual	Mgmt	1.1	Elect Director Thomas A. Knowlton	For	For
					Mgmt	1.2	Elect Director Steven B. Sample	For	For
					Mgmt	1.3	Elect Director Alex Shumate	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
Bank of America Corp.	BAC	060505104	3/17/2004	Special	Mgmt	1	Approve Merger Agreement	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Increase Authorized Common Stock	For	For
					Mgmt	4	Adjourn Meeting	For	Against
Applied Materials, Inc.	AMAT	038222105	3/24/2004	Annual	Mgmt	1.1	Elect Director Michael H. Armacost	For	For
					Mgmt	1.2	Elect Director Deborah A. Coleman	For	For
					Mgmt	1.3	Elect Director Herbert M. Dwight, Jr.	For	For
					Mgmt	1.4	Elect Director Philip V. Gerdine	For	For
					Mgmt	1.5	Elect Director Paul R. Low	For	For
					Mgmt	1.6	Elect Director Dan Maydan	For	For
					Mgmt	1.7	Elect Director Steven L. Miller	For	For
					Mgmt	1.8	Elect Director James C. Morgan	For	For
					Mgmt	1.9	Elect Director Gerhard H. Parker	For	For
					Mgmt	1.10	Elect Director Michael R. Splinter	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
The Bear Stearns Companies Inc.	BSC	073902108	3/31/2004	Annual	Mgmt	1.1	Elect Director James E. Cayne	For	For
					Mgmt	1.2	Elect Director Carl D. Glickman	For	For
					Mgmt	1.3	Elect Director Alan C. Greenberg	For	For
					Mgmt	1.4	Elect Director Donald J. Harrington	For	For
					Mgmt	1.5	Elect Director William L. Mack	For	For
					Mgmt	1.6	Elect Director Frank T. Nickell	For	For
					Mgmt	1.7	Elect Director Paul A. Novelly	For	For
					Mgmt	1.8	Elect Director Frederic V. Salerno	For	For
					Mgmt	1.9	Elect Director Alan D. Schwartz	For	For
					Mgmt	1.10	Elect Director Warren J. Spector	For	For
					Mgmt	1.11	Elect Director Vincent Tese	For	For
					Mgmt	2	Amend the Capital Accumulation Plan for Senior Managing Directors	For	Against
					Mgmt	3	Amend Stock Option Plan	For	Against
					Mgmt	4	Approve Restricted Stock Plan	For	Against
					Mgmt	5	Ratify Auditors	For	For
United Technologies Corp.	UTX	913017109	4/14/2004	Annual	Mgmt	1.1	Elect Director Betsy J. Bernard	For	For
					Mgmt	1.2	Elect Director George David	For	For
					Mgmt	1.3	Elect Director Jean-Pierre Garnier	For	For
					Mgmt	1.4	Elect Director Jamie S. Gorelick	For	For
					Mgmt	1.5	Elect Director Charles R. Lee	For	For
					Mgmt	1.6	Elect Director Richard D. McCormick	For	For
					Mgmt	1.7	Elect Director Harold McGraw III	For	For
					Mgmt	1.8	Elect Director Frank P. Popoff	For	For
					Mgmt	1.9	Elect Director H. Patrick Swygert	For	For
					Mgmt	1.10	Elect Director Andre Villeneuve	For	For
					Mgmt	1.11	Elect Director H. A. Wagner	For	For
					Mgmt	1.12	Elect Director Christine Todd Whitman	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Disclosure of Executive Compensation	Against	Against
					Shareholder	4	Develop Ethical Criteria for Military Contracts	Against	Against
					Shareholder	5	Performance-Based/Indexed Options	Against	For
					Shareholder	6	Separate Chairman and CEO Positions	Against	For
The Coca-Cola Company	KO	191216100	4/21/2004	Annual	Mgmt	1.1	Elect Director Herbert A. Allen	For	For
					Mgmt	1.2	Elect Director Ronald W. Allen	For	For
					Mgmt	1.3	Elect Director Cathleen P. Black	For	For
					Mgmt	1.4	Elect Director Warren E. Buffett	For	Withhold
					Mgmt	1.5	Elect Director Douglas N. Daft	For	For
					Mgmt	1.6	Elect Director Barry Diller	For	For
					Mgmt	1.7	Elect Director Donald R. Keough	For	For
					Mgmt	1.8	Elect Director Susan Bennett King	For	For
					Mgmt	1.9	Elect Director Maria Elena Lagomasino	For	For
					Mgmt	1.10	Elect Director Donald F. Mchenry	For	For
					Mgmt	1.11	Elect Director Robert L. Nardelli	For	For
					Mgmt	1.12	Elect Director Sam Nunn	For	For
					Mgmt	1.13	Elect Director J. Pedro Reinhard	For	For
					Mgmt	1.14	Elect Director James D. Robinson III	For	For
					Mgmt	1.15	Elect Director Peter V. Ueberroth	For	For
					Mgmt	1.16	Elect Director James B. Williams	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Report on Operational Impact of HIV/AIDS Pandemic	For	For
					Shareholder	4	Report on Stock Option Distribution by Race and Gender	Against	Against
					Shareholder	5	Prohibit Awards to Executives	Against	Against
					Shareholder	6	Submit Executive Compensation to Vote	Against	For
					Shareholder	7	Submit Executive Compensation to Vote	Against	Against
					Shareholder	8	Implement China Principles	Against	Against
					Shareholder	9	Separate Chairman and CEO Positions	Against	For
Merck & Co., Inc.	MRK	589331107	4/27/2004	Annual	Mgmt	1.1	Elect Director Peter C. Wendell	For	For
					Mgmt	1.2	Elect Director William G. Bowen	For	For
					Mgmt	1.3	Elect Director William M. Daley	For	For
					Mgmt	1.4	Elect Director Thomas E. Shenk	For	For
					Mgmt	1.5	Elect Director Wendell P. Weeks	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Declassify the Board of Directors	For	For
					Shareholder	4	Prohibit Awards to Executives	Against	Against
					Shareholder	5	Develop Ethical Criteria for Patent Extension	Against	Against
					Shareholder	6	Link Executive Compensation to Social Issues	Against	Against
					Shareholder	7	Report on Political Contributions	Against	Against
					Shareholder	8	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against
Texas Instruments Inc.	TXN	882508104	4/15/2004	Annual	Mgmt	1.1	Elect Director James R. Adams	For	For
					Mgmt	1.2	Elect Director David L. Boren	For	For
					Mgmt	1.3	Elect Director Daniel A. Carp	For	For
					Mgmt	1.4	Elect Director Thomas J. Engibous	For	For
					Mgmt	1.5	Elect Director Gerald W. Fronterhouse	For	For
					Mgmt	1.6	Elect Director David R. Goode	For	For
					Mgmt	1.7	Elect Director Wayne R. Sanders	For	For
					Mgmt	1.8	Elect Director Ruth J. Simmons	For	For
					Mgmt	1.9	Elect Director Richard K. Templeton	For	For
					Mgmt	1.10	Elect Director Christine Todd Whitman	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Expense Stock Options	Against	For
Merrill Lynch & Co., Inc.	MER	590188108	4/23/2004	Annual	Mgmt	1.1	Elect Director David K. Newbigging	For	For
					Mgmt	1.2	Elect Director Joseph W. Prueher	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Restore or Provide for Cumulative Voting	Against	For
					Shareholder	4	Separate Chairman and CEO Positions	Against	For
Golden West Financial Corp.	GDW	381317106	4/27/2004	Annual	Mgmt	1.1	Elect Director Patricia A. King	For	For
					Mgmt	1.2	Elect Director Marion O. Sandler	For	For
					Mgmt	1.3	Elect Director Leslie Tang Schilling	For	For
					Mgmt	2	Increase Authorized Common Stock	For	Against
					Mgmt	3	Ratify Auditors	For	For
NCR Corporation	NCR	62886E108	4/28/2004	Annual	Mgmt	1.1	Elect Director Edward P. Boykin	For	For
					Mgmt	1.2	Elect Director Linda Fayne Levinson	For	For
					Mgmt	1.3	Elect Director Victor L. Lund	For	For
					Mgmt	1.4	Elect Director James M. Ringler	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Prohibit Auditor from Providing Non-Audit Services	Against	Against
					Shareholder	4	Prohibit Awards to Executives	Against	Against
Anheuser-Busch Companies, Inc.	BUD	035229103	4/28/2004	Annual	Mgmt	1.1	Elect Director August A. Busch III	For	For
					Mgmt	1.2	Elect Director Carlos Fernandez G.	For	For
					Mgmt	1.3	Elect Director James R. Jones	For	For
					Mgmt	1.4	Elect Director Andrew C. Taylor	For	For
					Mgmt	1.5	Elect Director Douglas A. Warner III	For	For
					Mgmt	2	Ratify Auditors	For	For
Adobe Systems Inc.	ADBE	00724F101	4/28/2004	Annual	Mgmt	1.1	Elect Director Michael R. Cannon	For	For
					Mgmt	1.2	Elect Director Bruce R. Chizen	For	For
					Mgmt	1.3	Elect Director James E. Daley	For	For
					Mgmt	1.4	Elect Director Charles M. Geschke	For	For
					Mgmt	1.5	Elect Director Delbert W. Yocam	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Shareholder	3	Expense Stock Options	Against	For
					Shareholder	4	Adopt a Plocy that will Committ Executives to Hold a Significant Percentage of their Shares	Against	For
					Mgmt	5	Ratify Auditors	For	For
Johnson & Johnson	JNJ	478160104	4/22/2004	Annual	Mgmt	1.1	Elect Director Gerard N. Burrow	For	For
					Mgmt	1.2	Elect Director Mary S. Coleman	For	For
					Mgmt	1.3	Elect Director James G. Cullen	For	For
					Mgmt	1.4	Elect Director Robert J. Darretta	For	For
					Mgmt	1.5	Elect Director M. Judah Folkman	For	For
					Mgmt	1.6	Elect Director Ann D. Jordan	For	For
					Mgmt	1.7	Elect Director Arnold G. Langbo	For	For
					Mgmt	1.8	Elect Director Susan L. Lindquist	For	For
					Mgmt	1.9	Elect Director Leo F. Mullin	For	For
					Mgmt	1.10	Elect Director Steven S Reinemund	For	For
					Mgmt	1.11	Elect Director David Satcher	For	For
					Mgmt	1.12	Elect Director Henry B. Schacht	For	For
					Mgmt	1.13	Elect Director William C. Weldon	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Cease Charitable Contributions	Against	Against
International Business Machines Corp.	IBM	459200101	4/27/2004	Annual	Mgmt	1.1	Elect Director Cathleen Black	For	For
					Mgmt	1.2	Elect Director Kenneth I. Chenault	For	For
					Mgmt	1.3	Elect Director Carlos Ghosn	For	For
					Mgmt	1.4	Elect Director Nannerl O. Keohane	For	For
					Mgmt	1.5	Elect Director Charles F. Knight	For	For
					Mgmt	1.6	Elect Director Lucio A. Noto	For	For
					Mgmt	1.7	Elect Director Samuel J. Palmisano	For	For
					Mgmt	1.8	Elect Director John B. Slaughter	For	For
					Mgmt	1.9	Elect Director Joan E. Spero	For	For
					Mgmt	1.10	Elect Director Sidney Taurel	For	For
					Mgmt	1.11	Elect Director Charles M. Vest	For	For
					Mgmt	1.12	Elect Director Lorenzo H. Zambrano	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Ratify Auditors for the Company's Business Consulting Services Unit	For	For
					Mgmt	4	Approve Executive Incentive Bonus Plan	For	For
					Shareholder	5	Provide for Cumulative Voting	Against	For
					Shareholder	6	Amend Pension and Retirement Medical Insurance Plans	Against	Against
					Shareholder	7	Submit Executive Compensation to Vote	Against	For
					Shareholder	8	Expense Stock Options	Against	For
					Shareholder	9	Limit Awards to Executives	Against	Against
					Shareholder	10	China Principles	Against	Against
					Shareholder	11	Report on Political Contributions/Activities	Against	Against
					Shareholder	12	Report on Executive Compensation	Against	Against
Bellsouth Corp.	BLS	079860102	4/26/2004	Annual	Mgmt	1.1	Elect Director James H. Blanchard	For	For
					Mgmt	1.2	Elect Director Armando M. Codina	For	For
					Mgmt	1.3	Elect Director Leo F. Mullin	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Declassify the Board of Directors	For	For
					Mgmt	4	Approve Omnibus Stock Plan	For	For
					Shareholder	5	Limit Executive Compensation	Against	Against
					Shareholder	6	Limit Executive Compensation	Against	Against
					Shareholder	7	Report on Political Contributions/Activities	Against	Against
Hershey Foods Corp.	HSY	427866108	4/28/2004	Annual	Mgmt	1.1	Elect Director J.A. Boscia	For	For
					Mgmt	1.2	Elect Director R.H. Campbell	For	For
					Mgmt	1.3	Elect Director R.F. Cavanaugh	For	For
					Mgmt	1.4	Elect Director G.P. Coughlan	For	For
					Mgmt	1.5	Elect Director H. Edelman	For	For
					Mgmt	1.6	Elect Director B.G. Hill	For	For
					Mgmt	1.7	Elect Director R.H. Lenny	For	For
					Mgmt	1.8	Elect Director M.J. Mcdonald	For	For
					Mgmt	1.9	Elect Director M.J. Toulantis	For	For
					Mgmt	2	Ratify Auditors	For	For
Burlington Resources Inc.	BR	122014103	4/21/2004	Annual	Mgmt	1.1	Elect Director Barbara T. Alexander	For	For
					Mgmt	1.2	Elect Director Reuben V. Anderson	For	For
					Mgmt	1.3	Elect Director Laird I. Grant	For	For
					Mgmt	1.4	Elect Director Robert J. Harding	For	For
					Mgmt	1.5	Elect Director John T. LaMacchia	For	For
					Mgmt	1.6	Elect Director Randy L. Limbacher	For	For
					Mgmt	1.7	Elect Director James F. McDonald	For	For
					Mgmt	1.8	Elect Director Kenneth W. Orce	For	Withhold
					Mgmt	1.9	Elect Director Donald M. Roberts	For	For
					Mgmt	1.10	Elect Director James A. Runde	For	For
					Mgmt	1.11	Elect Director John F. Schwarz	For	For
					Mgmt	1.12	Elect Director Walter Scott, Jr.	For	Withhold
					Mgmt	1.13	Elect Director Bobby S. Shackouls	For	For
					Mgmt	1.14	Elect Director Steven J. Shapiro	For	For
					Mgmt	1.15	Elect Director William E. Wade, Jr.	For	For
					Mgmt	2	Approve Increase in Common Stock and a Stock Split	For	For
					Mgmt	3	Ratify Auditors	For	For
Pfizer Inc.	PFE	717081103	4/22/2004	Annual	Mgmt	1.1	Elect Director Michael S. Brown	For	For
					Mgmt	1.2	Elect Director M. Anthony Burns	For	For
					Mgmt	1.3	Elect Director Robert N. Burt	For	For
					Mgmt	1.4	Elect Director W. Don Cornwell	For	For
					Mgmt	1.5	Elect Director William H. Gray III	For	For
					Mgmt	1.6	Elect Director Constance J. Horner	For	For
					Mgmt	1.7	Elect Director William R. Howell	For	For
					Mgmt	1.8	Elect Director Stanley O. Ikenberry	For	For
					Mgmt	1.9	Elect Director George A. Lorch	For	For
					Mgmt	1.10	Elect Director Henry A. Mckinnell	For	For
					Mgmt	1.11	Elect Director Dana G. Mead	For	For
					Mgmt	1.12	Elect Director Franklin D. Raines	For	For
					Mgmt	1.13	Elect Director Ruth J. Simmons	For	For
					Mgmt	1.14	Elect Director William C. Steere, Jr.	For	For
					Mgmt	1.15	Elect Director Jean-Paul Valles	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
					Shareholder	4	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against
					Shareholder	5	Cease Political Contributions/Activities	Against	Against
					Shareholder	6	Report on Political Contributions/Activities	Against	Against
					Shareholder	7	Establish Term Limits for Directors	Against	Against
					Shareholder	8	Report on Drug Pricing	Against	Against
					Shareholder	9	Limit Awards to Executives	Against	Against
					Shareholder	10	Amend Animal Testing Policy	Against	Against
Exelon Corp.	EXC	30161N101	4/27/2004	Annual	Mgmt	1.1	Elect Director Nicholas DeBenedictis	For	For
					Mgmt	1.2	Elect Director G. Fred Dibona, Jr.	For	For
					Mgmt	1.3	Elect Director Sue L. Gin	For	For
					Mgmt	1.4	Elect Director Edgar D. Jannotta	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
J. B. Hunt Transport Services, Inc.	JBHT	445658107	4/22/2004	Annual	Mgmt	1.1	Elect Director John A. Cooper, Jr.	For	For
					Mgmt	1.2	Elect Director Wayne Garrison	For	For
					Mgmt	1.3	Elect Director Bryan Hunt	For	For
					Mgmt	2	Ratify Auditors	For	For
Citigroup Inc.	C	172967101	4/20/2004	Annual	Mgmt	1.1	Elect Director C. Michael Armstrong	For	For
					Mgmt	1.2	Elect Director Alain J.P. Belda	For	For
					Mgmt	1.3	Elect Director George David	For	For
					Mgmt	1.4	Elect Director Kenneth T. Derr	For	For
					Mgmt	1.5	Elect Director John M. Deutch	For	For
					Mgmt	1.6	Elect Director Roberto Hernandez Ramirez	For	For
					Mgmt	1.7	Elect Director Ann Dibble Jordan	For	For
					Mgmt	1.8	Elect Director Dudley C. Mecum	For	For
					Mgmt	1.9	Elect Director Richard D. Parsons	For	For
					Mgmt	1.10	Elect Director Andrall E. Pearson	For	For
					Mgmt	1.11	Elect Director Charles Prince	For	For
					Mgmt	1.12	Elect Director Robert E. Rubin	For	For
					Mgmt	1.13	Elect Director Franklin A. Thomas	For	For
					Mgmt	1.14	Elect Director Sanford I. Weill	For	For
					Mgmt	1.15	Elect Director Robert B. Willumstad	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Limit Executive Compensation	Against	Against
					Shareholder	4	Report on Political Contributions/Activities	Against	Against
					Shareholder	5	Prohibit Awards to Executives	Against	Against
					Shareholder	6	Separate Chairman and CEO Positions	Against	For
Wachovia Corp.	WB	929903102	4/20/2004	Annual	Mgmt	1.1	Elect Director James S. Balloun	For	For
					Mgmt	1.2	Elect Director John T. Casteen, III	For	For
					Mgmt	1.3	Elect Director Joseph Neubauer	For	For
					Mgmt	1.4	Elect Director Lanty L. Smith	For	For
					Mgmt	1.5	Elect Director Dona Davis Young	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Require Two Candidates for Each Board Seat	Against	Against
					Shareholder	4	Report on Political Contributions/Activities	Against	Against
					Shareholder	5	Separate Chairman and CEO Positions	Against	For
Occidental Petroleum Corp.	OXY	674599105	4/30/2004	Annual	Mgmt	1.1	Elect Director Ronald W. Burkle	For	For
					Mgmt	1.2	Elect Director John S. Chalsty	For	For
					Mgmt	1.3	Elect Director Edward P. Djerejian	For	For
					Mgmt	1.4	Elect Director R. Chad Dreier	For	For
					Mgmt	1.5	Elect Director John E. Feick	For	For
					Mgmt	1.6	Elect Director Ray R. Irani	For	For
					Mgmt	1.7	Elect Director Dale R. Laurance	For	For
					Mgmt	1.8	Elect Director Irvin W. Maloney	For	For
					Mgmt	1.9	Elect Director Rodolfo Segovia	For	For
					Mgmt	1.10	Elect Director Aziz D. Syriani	For	For
					Mgmt	1.11	Elect Director Rosemary Tomich	For	For
					Mgmt	1.12	Elect Director Walter L. Weisman	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Amend Non-Employee Director Restricted Stock Plan	For	For
					Shareholder	4	Prohibit Awards to Executives	Against	Against
Sprint Corp.	FON	852061100	4/20/2004	Annual	Mgmt	1.1	Elect Director Gordon M. Bethune	For	For
					Mgmt	1.2	Elect Director E. Linn Draper, Jr.	For	For
					Mgmt	1.3	Elect Director Deborah A. Henretta	For	For
					Mgmt	1.4	Elect Director Linda Koch Lorimer	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Performance- Based/Indexed Options	Against	For
					Shareholder	4	Limit Executive Compensation	Against	Against
					Shareholder	5	Separate Chairman and CEO Positions	Against	For
					Shareholder	6	Report on Foreign Outsourcing	Against	Against
Silicon Laboratories, Inc.	SLAB	826919102	4/29/2004	Annual	Mgmt	1.1	Elect Director Daniel A. Artusi	For	For
					Mgmt	1.2	Elect Director William G. Bock	For	For
					Mgmt	1.3	Elect Director R. Ted Enloe III	For	For
					Mgmt	2	Ratify Auditors	For	For
MEDCO Health Solutions Inc	MHS	58405U102	4/21/2004	Annual	Mgmt	1.1	Elect Director David B. Snow, Jr.	For	For
					Mgmt	1.2	Elect Director Howard W. Barker, Jr.	For	For
					Mgmt	1.3	Elect Director Brian L. Strom, Md, Mph	For	For
					Mgmt	2	Ratify Auditors	For	For
Fortune Brands, Inc.	FO	349631101	4/27/2004	Annual	Mgmt	1.1	Elect Director Anne M. Tatlock	For	Withhold
					Mgmt	1.2	Elect Director Norman H. Wesley	For	Withhold
					Mgmt	1.3	Elect Director Peter M. Wilson	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
First Horizon National Corp	FHN	337162101	4/20/2004	Annual	Mgmt	1.1	Elect Director Robert C. Blattberg	For	For
					Mgmt	1.2	Elect Director J. Kenneth Glass	For	For
					Mgmt	1.3	Elect Director Michael D. Rose	For	For
					Mgmt	1.4	Elect Director Luke Yancy III	For	Withhold
					Mgmt	1.5	Elect Director Mary F. Sammons	For	For
					Mgmt	2	Change Company Name	For	For
					Mgmt	3	Amend Omnibus Stock Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
Louisiana-Pacific Corp	LPX	546347105	5/3/2004	Annual	Mgmt	1.1	Elect Director Dustan E. McCoy	For	For
					Mgmt	1.2	Elect Director Lee C. Simpson	For	Withhold
					Mgmt	1.3	Elect Director Colin D. Watson	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Amend Non-Employee Director Restricted Stock Plan	For	For
					Mgmt	4	Amend Non-Employee Director Stock Option Plan	For	For
					Mgmt	5	Amend Executive Incentive Bonus Plan	For	For
					Mgmt	6	Ratify Auditors	For	For
					Shareholder	7	Separate Chairman and CEO Positions	Against	For
					Shareholder	8	Report on Greenhouse Gas Emissions	Against	Against
Altria Group, Inc.	MO	02209S103	4/29/2004	Annual	Mgmt	1.1	Elect Director Elizabeth E. Bailey	For	For
					Mgmt	1.2	Elect Director Mathis Cabiallavetta	For	For
					Mgmt	1.3	Elect Director Louis C. Camilleri	For	For
					Mgmt	1.4	Elect Director J. Dudley Fishburn	For	For
					Mgmt	1.5	Elect Director Robert E. R. Huntley	For	For
					Mgmt	1.6	Elect Director Thomas W. Jones	For	For
					Mgmt	1.7	Elect Director Lucio A. Noto	For	For
					Mgmt	1.8	Elect Director John S. Reed	For	For
					Mgmt	1.9	Elect Director Carlos Slim Helu	For	For
					Mgmt	1.10	Elect Director Stephen M. Wolf	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Report on Product Warnings for Pregnant Women	Against	Against
					Shareholder	4	Report on Health Risks Associated with Cigarette Filters	Against	Against
					Shareholder	5	Political Contributions/Activities	Against	Against
					Shareholder	6	Cease Use of Light and Ultra Light in Cigarette Marketing	Against	Against
					Shareholder	7	Place Canadian Style Warnings on Cigarette Packaging	Against	Against
					Shareholder	8	Separate Chairman and CEO Positions	Against	For
Cytec Industries Inc.	CYT	232820100	4/22/2004	Annual	Mgmt	1.1	Elect Director Chris A. Davis	For	For
					Mgmt	1.2	Elect Director William P. Powell	For	For
					Mgmt	2	Ratify Auditors	For	For
Guidant Corp.	GDT	401698105	5/18/2004	Annual	Mgmt	1.1	Elect Director Maurice A. Cox, Jr.	For	For
					Mgmt	1.2	Elect Director Nancy-Ann Min DeParle	For	For
					Mgmt	1.3	Elect Director Ronald W. Dollens	For	For
					Mgmt	1.4	Elect Director Enrique C. Falla	For	For
					Mgmt	1.5	Elect Director Kristina M. Johnson, Ph.D.	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Expense Stock Options	Against	For
Wells Fargo & Company	WFC	949746101	4/27/2004	Annual	Mgmt	1.1	Elect Director J.A. Blanchard III	For	For
					Mgmt	1.2	Elect Director Susan E. Engel	For	For
					Mgmt	1.3	Elect Director Enrique Hernandez, Jr.	For	For
					Mgmt	1.4	Elect Director Robert L. Joss	For	For
					Mgmt	1.5	Elect Director Reatha Clark King	For	For
					Mgmt	1.6	Elect Director Richard M. Kovacevich	For	For
					Mgmt	1.7	Elect Director Richard D. McCormick	For	For
					Mgmt	1.8	Elect Director Cynthia H. Milligan	For	For
					Mgmt	1.9	Elect Director Philip J. Quigley	For	For
					Mgmt	1.10	Elect Director Donald B. Rice	For	Withhold
					Mgmt	1.11	Elect Director Judith M. Runstad	For	Withhold
					Mgmt	1.12	Elect Director Stephen W. Sanger	For	For
					Mgmt	1.13	Elect Director Susan G. Swenson	For	For
					Mgmt	1.14	Elect Director Michael W. Wright	For	Withhold
					Mgmt	2	Approve Retirement Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Shareholder	4	Expense Stock Options	Against	For
					Shareholder	5	Limit Executive Compensation	Against	Against
					Shareholder	6	Link Executive Compensation to Social Issues	Against	Against
					Shareholder	7	Report on Political Contributions/Activities	Against	Against
Genentech, Inc.	DNA	368710406	4/16/2004	Written Consent	Mgmt	1	Amend Articles/Bylaws/Charter-Non-Routine	For	For
					Mgmt	2.1	Elect Director Herbert W. Boyer	For	Withhold
					Mgmt	2.2	Elect Director Arthur D. Levinson	For	Withhold
					Mgmt	2.3	Elect Director Mark Richmond	For	For
					Mgmt	2.4	Elect Director Charles A. Sanders	For	For
					Mgmt	2.5	Elect Director William M. Burns	For	Withhold
					Mgmt	2.6	Elect Director Erich Hunziker	For	Withhold
					Mgmt	2.7	Elect Director Jonathan K.C. Knowles	For	Withhold
					Mgmt	3	Elect Director M. Burns	For	Withhold
					Mgmt	4	Elect Director Erich Hunziker	For	Withhold
					Mgmt	5	Elect Director Jonathan K.C. Knowles	For	Withhold
					Mgmt	6	Increase Authorized Common Stock	For	For
					Mgmt	7	Approve Omnibus Stock Plan	For	Against
					Mgmt	8	Ratify Auditors	For	For
Lexmark International, Inc.	LXK	529771107	4/22/2004	Annual	Mgmt	1.1	Elect Director Frank T. Cary	For	For
					Mgmt	1.2	Elect Director Paul J. Curlander	For	For
					Mgmt	1.3	Elect Director Martin D. Walker	For	For
					Mgmt	1.4	Elect Director James F. Hardymon	For	For
					Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
Washington Mutual, Inc	WM	939322103	4/20/2004	Annual	Mgmt	1.1	Elect Director Anne V. Farrell	For	For
					Mgmt	1.2	Elect Director Stephen E. Frank	For	For
					Mgmt	1.3	Elect Director Margaret Osmer Mcquade	For	For
					Mgmt	1.4	Elect Director William D. Schulte	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Limit Executive Compensation	Against	Against
Metlife, Inc	MET	59156R108	4/27/2004	Annual	Mgmt	1.1	Elect Director Curtis H. Barnette	For	For
					Mgmt	1.2	Elect Director John C. Danforth	For	Withhold
					Mgmt	1.3	Elect Director Burton A. Dole, Jr.	For	For
					Mgmt	1.4	Elect Director Harry P. Kamen	For	Withhold
					Mgmt	1.5	Elect Director Charles M. Leighton	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	4	Approve Non-Employee Director Omnibus Stock Plan	For	For
					Mgmt	5	Ratify Auditors	For	For
					Shareholder	6	Limit Executive Compensation	Against	Against
Huntington Bancshares Inc.	HBAN	446150104	4/27/2004	Annual	Mgmt	1.1	Elect Director Karen A. Holbrook	For	For
					Mgmt	1.2	Elect Director David P. Lauer	For	For
					Mgmt	1.3	Elect Director Kathleen H. Ransier	For	For
					Mgmt	1.4	Elect Director David L. Porteous	For	For
					Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
Zimmer Holdings Inc	ZMH	98956P102	5/10/2004	Annual	Mgmt	1.1	Elect Director Larry C. Glasscock	For	Withhold
					Mgmt	1.2	Elect Director John L. McGoldrick	For	Withhold
					Shareholder	2	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
					Shareholder	3	Ratify Auditors	Against	For
Ball Corp.	BLL	058498106	4/28/2004	Annual	Mgmt	1.1	Elect Director Hanno C. Fiedler	For	For
					Mgmt	1.2	Elect Director John F. Lehman	For	For
					Mgmt	1.3	Elect Director George A. Sissel	For	For
					Mgmt	1.4	Elect Director Erik H. van der Kaay	For	For
					Mgmt	2	Ratify Auditors	For	For
C. R. Bard, Inc.	BCR	067383109	4/21/2004	Annual	Mgmt	1.1	Elect Director Anthony Welters	For	For
					Mgmt	1.2	Elect Director Tony L. White	For	For
					Mgmt	1.3	Elect Director Theodore E. Martin	For	For
					Mgmt	1.4	Elect Director Timothy M. Ring	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Amend Executive Incentive Bonus Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
The McGraw-Hill Companies, Inc.	MHP	580645109	4/28/2004	Annual	Mgmt	1.1	Elect Director Pedro Aspe	For	For
					Mgmt	1.2	Elect Director Robert P. McGraw	For	For
					Mgmt	1.3	Elect Director Hilda Ochoa-Brillembourg	For	For
					Mgmt	1.4	Elect Director Edward B. Rust, Jr.	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Shareholder	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
Illinois Tool Works Inc.	ITW	452308109	5/7/2004	Annual	Mgmt	1.1	Elect Director William F. Aldinger	For	For
					Mgmt	1.2	Elect Director Michael J. Birck	For	For
					Mgmt	1.3	Elect Director Marvin D. Brailsford	For	For
					Mgmt	1.4	Elect Director James R. Cantalupo	For	For
					Mgmt	1.5	Elect Director Susan Crown	For	For
					Mgmt	1.6	Elect Director Don H. Davis, Jr.	For	For
					Mgmt	1.7	Elect Director W. James Farrell	For	For
					Mgmt	1.8	Elect Director Robert C. McCormack	For	For
					Mgmt	1.9	Elect Director Robert S. Morrison	For	For
					Mgmt	1.10	Elect Director Harold B. Smith	For	For
					Mgmt	2	Ratify Auditors	For	For
Zions Bancorporation	ZION	989701107	4/30/2004	Annual	Mgmt	1.1	Elect Director Roger B. Porter	For	For
					Mgmt	1.2	Elect Director L. E. Simmons	For	For
					Mgmt	1.3	Elect Director Steven C. Wheelwright	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Other Business	For	Against
Capital One Financial Corp.	COF	14040H105	4/29/2004	Annual	Mgmt	1.1	Elect Director W. Ronald Dietz	For	For
					Mgmt	1.2	Elect Director Lewis Hay, III	For	For
					Mgmt	1.3	Elect Director Mayo A. Shattuck, III	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
Textron Inc.	TXT	883203101	4/28/2004	Annual	Mgmt	1.1	Elect Director Kathleen M. Bader	For	For
					Mgmt	1.2	Elect Director R. Kerry Clark	For	For
					Mgmt	1.3	Elect Director Ivor J. Evans	For	For
					Mgmt	1.4	Elect Director Lord Powell of Bayswater KCMG	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Approve Stock-for-Salary/Bonus Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
					Shareholder	5	Report on Foreign Weapons Sales	Against	Against
					Shareholder	6	Report on Political Contributions/Activities	Against	Against
					Shareholder	7	Cease Charitable Contributions	Against	Against
Torchmark Corp.	TMK	891027104	4/29/2004	Annual	Mgmt	1.1	Elect Director Charles E. Adair	For	For
					Mgmt	1.2	Elect Director Joseph M. Farley	For	For
					Mgmt	1.3	Elect Director C. B. Hudson	For	For
					Mgmt	1.4	Elect Director Joseph L. Lanier, Jr.	For	For
					Mgmt	1.5	Elect Director R. K. Richey	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Limit Executive Compensation	Against	Against
					Shareholder	4	Divest Investments in Tobacco Companies	Against	Against
GreenPoint Financial Corp.	GPT	395384100	4/30/2004	Annual	Mgmt	1.1	Elect Director Bharat B. Bhatt	For	For
					Mgmt	1.2	Elect Director J. Thomas Presby	For	For
					Mgmt	1.3	Elect Director Robert F. Vizza	For	For
					Mgmt	2	Ratify Auditors	For	For
PepsiCo, Inc.	PEP	713448108	5/5/2004	Annual	Mgmt	1.1	Elect Director John F. Akers	For	For
					Mgmt	1.2	Elect Director Robert E. Allen	For	For
					Mgmt	1.3	Elect Director Ray L. Hunt	For	For
					Mgmt	1.4	Elect Director Arthur C. Martinez	For	For
					Mgmt	1.5	Elect Director Indra K. Nooyi	For	For
					Mgmt	1.6	Elect Director Franklin D. Raines	For	For
					Mgmt	1.7	Elect Director Steven S. Reinemund	For	For
					Mgmt	1.8	Elect Director Sharon Percy Rockefeller	For	For
					Mgmt	1.9	Elect Director James J. Schiro	For	For
					Mgmt	1.10	Elect Director Franklin A. Thomas	For	For
					Mgmt	1.11	Elect Director Cynthia M. Trudell	For	For
					Mgmt	1.12	Elect Director Solomon D. Trujillo	For	For
					Mgmt	1.13	Elect Director Daniel Vasella	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
					Shareholder	4	Report on Political Contributions/Activities	Against	Against
					Shareholder	5	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against
Moody's Corporation	MCO	615369105	4/27/2004	Annual	Mgmt	1.1	Elect Director Basil L. Anderson	For	For
					Mgmt	1.2	Elect Director Raymond W Mcdaniel Jr.	For	For
					Mgmt	1.3	Elect Director John Rutherfurd, Jr.	For	For
					Mgmt	1.4	Elect Director John K. Wulff	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
					Shareholder	5	Performance- Based	Against	Against
ChevronTexaco Corp.	CVX	166764100	4/28/2004	Annual	Mgmt	1.1	Elect Director Samuel H. Armacost	For	For
					Mgmt	1.2	Elect Director Robert E. Denham	For	For
					Mgmt	1.3	Elect Director Robert J. Eaton	For	For
					Mgmt	1.4	Elect Director Sam Ginn	For	For
					Mgmt	1.5	Elect Director Carla Anderson Hills	For	For
					Mgmt	1.6	Elect Director Franklyn G. Jenifer	For	For
					Mgmt	1.7	Elect Director J. Bennett Johnston	For	For
					Mgmt	1.8	Elect Director Sam Nunn	For	For
					Mgmt	1.9	Elect Director David J. O'Reilly	For	For
					Mgmt	1.10	Elect Director Peter J. Robertson	For	For
					Mgmt	1.11	Elect Director Charles R. Shoemate	For	For
					Mgmt	1.12	Elect Director Carl Ware	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Adopt Shareholder Rights Plan (Poison Pill) Policy	For	For
					Mgmt	4	Amend Omnibus Stock Plan	For	For
					Shareholder	5	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic	Against	Against
					Shareholder	6	Report on Political Contributions/Activities	Against	Against
					Shareholder	7	Require Affirmative Vote of a Majority of the Shares to Elect Directors	Against	Against
					Shareholder	8	Report on Health and Environmental Initiatives in Ecuador	Against	Against
					Shareholder	9	Report on Renewable Energy	Against	Against
Avon Products, Inc.	AVP	054303102	5/6/2004	Annual	Mgmt	1.1	Elect Director Edward T. Fogarty	For	For
					Mgmt	1.2	Elect Director Susan J. Kropf	For	For
					Mgmt	1.3	Elect Director Maria Elena Lagomasino	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Increase Authorized Common Stock	For	For
					Shareholder	4	Declassify the Board of Directors	Against	For
					Shareholder	5	Report on Feasibility of Removing Parabens from Company Products	Against	Against
					Shareholder	6	Report on Feasibility of Removing Dibutyl Phthalate from Company Products	Against	Against
Intel Corp.	INTC	458140100	5/19/2004	Annual	Mgmt	1.1	Elect Director Craig R. Barrett	For	For
					Mgmt	1.2	Elect Director Charlene Barshefsky	For	For
					Mgmt	1.3	Elect Director E. John P. Browne	For	For
					Mgmt	1.4	Elect Director Andrew S. Grove	For	For
					Mgmt	1.5	Elect Director D. James Guzy	For	Withhold
					Mgmt	1.6	Elect Director Reed E. Hundt	For	For
					Mgmt	1.7	Elect Director Paul S. Otellini	For	For
					Mgmt	1.8	Elect Director David S. Pottruck	For	For
					Mgmt	1.9	Elect Director Jane E. Shaw	For	For
					Mgmt	1.10	Elect Director John L. Thornton	For	For
					Mgmt	1.11	Elect Director David B. Yoffie	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
					Shareholder	4	Expense Stock Options	Against	For
					Shareholder	5	Limit/Prohibit Awards to Executives	Against	For
					Shareholder	6	Performance- Based/Indexed Options	Against	For
Ryder System, Inc.	R	783549108	5/7/2004	Annual	Mgmt	1.1	Elect Director John M. Berra	For	For
					Mgmt	1.2	Elect Director David I. Fuente	For	For
					Mgmt	1.3	Elect Director Eugene A. Renna	For	For
					Mgmt	1.4	Elect Director Abbie J. Smith	For	For
					Mgmt	1.5	Elect Director Christine A. Varney	For	For
					Mgmt	2	Ratify Auditors	For	For
3M CO	MMM	88579Y101	5/11/2004	Annual	Mgmt	1.1	Elect Director Edward A. Brennan	For	Withhold
					Mgmt	1.2	Elect Director Michael L. Eskew	For	For
					Mgmt	1.3	Elect Director W. James McNerney, Jr.	For	Withhold
					Mgmt	1.4	Elect Director Kevin W. Sharer	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Increase Authorized Common Stock	For	For
					Shareholder	4	Separate Chairman and CEO Positions	Against	For
Smith International, Inc.	SII	832110100	4/20/2004	Annual	Mgmt	1.1	Elect Director James R. Gibbs	For	For
					Mgmt	1.2	Elect Director Jerry W. Neely	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
AT&T Wireless Services, Inc.	AWE	00209A106	5/19/2004	Annual	Mgmt	1	Approve Merger Agreement	For	For
					Mgmt	2.1	Elect Director Nobuharu Ono	For	For
					Mgmt	2.2	Elect Director Carolyn M. Ticknor	For	For
					Mgmt	2.3	Elect Director John D. Zeglis	For	For
					Mgmt	3	Ratify Auditors	For	For
					Shareholder	4	Limit Executive Compensation	Against	Against
					Shareholder	5	Prohibit Awards to Executives	Against	Against
					Shareholder	6	Require Affirmative Vote of a Majority of the Shares to Elect Directors	Against	Against
Entergy Corp.	ETR	29364G103	5/14/2004	Annual	Mgmt	1.1	Elect Director Maureen Scannell Bateman	For	For
					Mgmt	1.2	Elect Director W. Frank Blount	For	For
					Mgmt	1.3	Elect Director Simon D. deBree	For	For
					Mgmt	1.4	Elect Director Claiborne P. Deming	For	For
					Mgmt	1.5	Elect Director Alexis M. Herman	For	For
					Mgmt	1.6	Elect Director Donald C. Hintz	For	For
					Mgmt	1.7	Elect Director J. Wayne Leonard	For	For
					Mgmt	1.8	Elect Director Robert v.d. Luft	For	For
					Mgmt	1.9	Elect Director Kathleen A. Murphy	For	For
					Mgmt	1.10	Elect Director Paul W. Murrill	For	For
					Mgmt	1.11	Elect Director James R. Nichols	For	For
					Mgmt	1.12	Elect Director William A. Percy, II	For	For
					Mgmt	1.13	Elect Director Dennis H. Reilley	For	For
					Mgmt	1.14	Elect Director Wm. Clifford Smith	For	For
					Mgmt	1.15	Elect Director Bismark A. Steinhagen	For	For
					Mgmt	1.16	Elect Director Steven V. Wilkinson	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	Against
					Shareholder	4	Restore or Provide for Cumulative Voting	Against	For
					Shareholder	5	Prohibit Awards to Executives	Against	Against
CarrAmerica Realty Corp.	CRE	144418100	4/29/2004	Annual	Mgmt	1.1	Elect Director Thomas A. Carr	For	For
					Mgmt	1.2	Elect Director Joan Carter	For	For
					Mgmt	1.3	Elect Director Robert E. Torray	For	For
					Mgmt	1.4	Elect Director Wesley S. Williams, Jr.	For	For
					Mgmt	1.5	Elect Director Andrew F. Brimmer	For	For
					Mgmt	1.6	Elect Director Philip L. Hawkins	For	For
					Mgmt	1.7	Elect Director Timothy Howard	For	For
					Shareholder	2	Establish Term Limits for Directors	Against	Against
CVS Corporation	CVS	126650100	5/12/2004	Annual	Mgmt	1.1	Elect Director W. Don Cornwell	For	For
					Mgmt	1.2	Elect Director Thomas P. Gerrity	For	For
					Mgmt	1.3	Elect Director Stanley P. Goldstein	For	For
					Mgmt	1.4	Elect Director Marian L. Heard	For	For
					Mgmt	1.5	Elect Director William H. Joyce	For	For
					Mgmt	1.6	Elect Director Terry R. Lautenbach	For	For
					Mgmt	1.7	Elect Director Terrence Murray	For	For
					Mgmt	1.8	Elect Director Sheli Z. Rosenberg	For	For
					Mgmt	1.9	Elect Director Thomas M. Ryan	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Shareholder	4	Limit Executive Compensation	Against	Against
Newfield Exploration Co.	NFX	651290108	5/6/2004	Annual	Mgmt	1.1	Elect Director Joe B. Foster	For	For
					Mgmt	1.2	Elect Director David A. Trice	For	For
					Mgmt	1.3	Elect Director David F. Schaible	For	For
					Mgmt	1.4	Elect Director Charles W. Duncan, Jr.	For	For
					Mgmt	1.5	Elect Director Howard H. Newman	For	For
					Mgmt	1.6	Elect Director Thomas G. Ricks	For	For
					Mgmt	1.7	Elect Director Dennis R. Hendrix	For	For
					Mgmt	1.8	Elect Director C.E. (chuck) Shultz	For	For
					Mgmt	1.9	Elect Director Philip J. Burguieres	For	For
					Mgmt	1.10	Elect Director Claire S. Farley	For	For
					Mgmt	1.11	Elect Director John Randolph Kemp III	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Increase Authorized Common Stock	For	For
					Mgmt	4	Ratify Auditors	For	For
The Timberland Co.	TBL	887100105	5/20/2004	Annual	Mgmt	1.1	Fix Number of and Elect Director Sidney W. Swartz	For	For
					Mgmt	1.2	Elect Director Jeffrey B. Swartz	For	For
					Mgmt	1.3	Elect Director John E. Beard	For	Withhold
					Mgmt	1.4	Elect Director John F. Brennan	For	For
					Mgmt	1.5	Elect Director Ian W. Diery	For	For
					Mgmt	1.6	Elect Director Irene M. Esteves	For	For
					Mgmt	1.7	Elect Director John A. Fitzsimmons	For	For
					Mgmt	1.8	Elect Director Virginia H. Kent	For	For
					Mgmt	1.9	Elect Director Bill Shore	For	For
The Hartford Financial Services Group, Inc.	HIG	416515104	5/20/2004	Annual	Mgmt	1.1	Elect Director Ramani Ayer	For	For
					Mgmt	1.2	Elect Director Ronald E. Ferguson	For	For
					Mgmt	1.3	Elect Director Edward J. Kelly, III	For	For
					Mgmt	1.4	Elect Director Paul G. Kirk, Jr.	For	For
					Mgmt	1.5	Elect Director Thomas M. Marra	For	For
					Mgmt	1.6	Elect Director Gail J. McGovern	For	For
					Mgmt	1.7	Elect Director Robert W. Selander	For	For
					Mgmt	1.8	Elect Director Charles B. Strauss	For	For
					Mgmt	1.9	Elect Director H. Patrick Swygert	For	For
					Mgmt	1.10	Elect Director Gordon I. Ulmer	For	For
					Mgmt	1.11	Elect Director David K. Zwiener	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Limit Executive Compensation	Against	Against
Fairchild Semiconductor International, Inc.	FCS	303726103	5/4/2004	Annual	Mgmt	1.1	Elect Director Kirk P. Pond	For	For
					Mgmt	1.2	Elect Director Joseph R. Martin	For	For
					Mgmt	1.3	Elect Director Charles P. Carinalli	For	For
					Mgmt	1.4	Elect Director Richard M. Cashin, Jr.	For	For
					Mgmt	1.5	Elect Director Charles M. Clough	For	For
					Mgmt	1.6	Elect Director Robert F. Friel	For	For
					Mgmt	1.7	Elect Director Thomas L. Magnanti	For	For
					Mgmt	1.8	Elect Director Bryan R. Roub	For	For
					Mgmt	1.9	Elect Director Paul C. Schorr IV	For	For
					Mgmt	1.10	Elect Director Ronald W. Shelly	For	For
					Mgmt	1.11	Elect Director William N. Stout	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
Lincoln National Corp.	LNC	534187109	5/13/2004	Annual	Mgmt	1.1	Elect Director William J. Avery	For	For
					Mgmt	1.2	Elect Director Jon A. Boscia	For	For
					Mgmt	1.3	Elect Director Eric G. Johnson	For	For
					Mgmt	1.4	Elect Director Glenn F. Tilton	For	For
					Mgmt	2	Approve Deferred Compensation Plan	For	For
General Growth Properties, Inc.	GGP	370021107	5/5/2004	Annual	Mgmt	1.1	Elect Director John Bucksbaum	For	For
					Mgmt	1.2	Elect Director Alan Cohen	For	For
					Mgmt	1.3	Elect Director Anthony Downs	For	For
					Mgmt	2	Ratify Auditors	For	For
The Allstate Corp.	ALL	020002101	5/18/2004	Annual	Mgmt	1.1	Elect Director F. Duane Ackerman	For	For
					Mgmt	1.2	Elect Director James G. Andress	For	For
					Mgmt	1.3	Elect Director Edward A. Brennan	For	For
					Mgmt	1.4	Elect Director W. James Farrell	For	For
					Mgmt	1.5	Elect Director Jack M. Greenberg	For	For
					Mgmt	1.6	Elect Director Ronald T. LeMay	For	For
					Mgmt	1.7	Elect Director Edward M. Liddy	For	For
					Mgmt	1.8	Elect Director J. Christopher Reyes	For	For
					Mgmt	1.9	Elect Director H. John Riley, Jr.	For	For
					Mgmt	1.10	Elect Director Joshua I. Smith	For	For
					Mgmt	1.11	Elect Director Judith A. Sprieser	For	For
					Mgmt	1.12	Elect Director Mary Alice Taylor	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Amend Executive Incentive Bonus Plan	For	For
					Mgmt	4	Amend Executive Incentive Bonus Plan	For	For
					Shareholder	5	Provide for Cumulative Voting	Against	For
Time Warner Inc	TWX	887317105	5/21/2004	Annual	Mgmt	1.1	Elect Director James L. Barksdale	For	For
					Mgmt	1.2	Elect Director Stephen F. Bollenbach	For	For
					Mgmt	1.3	Elect Director Stephen M. Case	For	For
					Mgmt	1.4	Elect Director Frank J. Caufield	For	For
					Mgmt	1.5	Elect Director Robert C. Clark	For	For
					Mgmt	1.6	Elect Director Miles R. Gilburne	For	For
					Mgmt	1.7	Elect Director Carla A. Hills	For	For
					Mgmt	1.8	Elect Director Reuben Mark	For	For
					Mgmt	1.9	Elect Director Michael A. Miles	For	For
					Mgmt	1.10	Elect Director Kenneth J. Novack	For	For
					Mgmt	1.11	Elect Director Richard D. Parsons	For	For
					Mgmt	1.12	Elect Director R. E. Turner	For	For
					Mgmt	1.13	Elect Director Francis T. Vincent, Jr.	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Adopt China Principles	Against	Against
					Shareholder	4	Report on Pay Disparity	Against	Against
Amgen, Inc.	AMGN	031162100	5/13/2004	Annual	Mgmt	1.1	Elect Director Frank J. Biondi, Jr.	For	For
					Mgmt	1.2	Elect Director Jerry D. Choate	For	Withhold
					Mgmt	1.3	Elect Director Frank C. Herringer	For	For
					Mgmt	1.4	Elect Director Gilbert S. Omenn	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Prepare Glass Ceiling Report	Against	Against
					Shareholder	4	Expense Stock Options	Against	For
ONEOK, Inc.	OKE	682680103	5/20/2004	Annual	Mgmt	1.1	Elect Director William M. Bell	For	For
					Mgmt	1.2	Elect Director Julie H. Edwards	For	For
					Mgmt	1.3	Elect Director Pattye L. Moore	For	For
					Mgmt	1.4	Elect Director J.D. Scott	For	Withhold
					Mgmt	1.5	Elect Director James C. Day	For	For
					Mgmt	2	Ratify Auditors	For	For
McDonald's Corp.	MCD	580135101	5/20/2004	Annual	Mgmt	1.1	Elect Director Edward A. Brennan	For	For
					Mgmt	1.2	Elect Director Walter E. Massey	For	For
					Mgmt	1.3	Elect Director John W. Rogers, Jr.	For	For
					Mgmt	1.4	Elect Director Anne-Marie Slaughter	For	For
					Mgmt	1.5	Elect Director Roger W. Stone	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Amend Omnibus Stock Plan	For	For
					Mgmt	4	Approve/Amend Executive Incentive Bonus Plan	For	For
American International Group, Inc.	AIG	026874107	5/19/2004	Annual	Mgmt	1.1	Elect Director M. Bernard Aidinoff	For	For
					Mgmt	1.2	Elect Director Pei-Yuan Chia	For	For
					Mgmt	1.3	Elect Director Marshall A. Cohen	For	For
					Mgmt	1.4	Elect Director Willaim S. Cohen	For	For
					Mgmt	1.5	Elect Director Martin S. Feldstein	For	For
					Mgmt	1.6	Elect Director Ellen V. Futter	For	For
					Mgmt	1.7	Elect Director Maurice R. Greenberg	For	For
					Mgmt	1.8	Elect Director Carla A. Hills	For	For
					Mgmt	1.9	Elect Director Frank J. Hoenemeyer	For	For
					Mgmt	1.10	Elect Director Richard C. Holbrooke	For	For
					Mgmt	1.11	Elect Director Donald P. Kanak	For	For
					Mgmt	1.12	Elect Director Howard I. Smith	For	For
					Mgmt	1.13	Elect Director Martin J. Sullivan	For	For
					Mgmt	1.14	Elect Director Edmund S.W. Tse	For	For
					Mgmt	1.15	Elect Director Frank G. Zarb	For	For
					Mgmt	2	Approve Executive Incentive Bonus Plan	For	For
					Mgmt	3	Approve Non-Employee Director Stock Option Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
					Shareholder	5	Report on Political Contributions/Activities	Against	Against
					Shareholder	6	Divest from Tobacco Equities	Against	Against
					Shareholder	7	Link Executive Compensation to Predatory Lending	Against	Against
The Gillette Co.	G	375766102	5/20/2004	Annual	Mgmt	1.1	Elect Director Edward F. DeGraan	For	Withhold
					Mgmt	1.2	Elect Director Wilbur H. Gantz	For	Withhold
					Mgmt	1.3	Elect Director James M. Kilts	For	Withhold
					Mgmt	1.4	Elect Director Jorge Paulo Lemann	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Omnibus Stock Plan	For	For
					Shareholder	4	Declassify the Board of Directors	Against	For
					Shareholder	5	Prohibit Auditor from Providing Non-Audit Services	Against	Against
					Shareholder	6	Expense Stock Options	Against	For
SunGard Data Systems Inc.	SDS	867363103	5/14/2004	Annual	Mgmt	1.1	Elect Director Gregory S. Bentley	For	Withhold
					Mgmt	1.2	Elect Director Michael C. Brooks	For	For
					Mgmt	1.3	Elect Director Cristobal Conde	For	For
					Mgmt	1.4	Elect Director Ramon de Oliveira	For	For
					Mgmt	1.5	Elect Director Henry C. Duques	For	For
					Mgmt	1.6	Elect Director Albert A. Eisenstat	For	For
					Mgmt	1.7	Elect Director Bernard Goldstein	For	For
					Mgmt	1.8	Elect Director Janet Brutschea Haugen	For	For
					Mgmt	1.9	Elect Director James L. Mann	For	For
					Mgmt	1.10	Elect Director Malcolm I. Ruddock	For	For
					Mgmt	2	Ratify Auditors	For	For
Exxon Mobil Corp.	XOM	30231G102	5/26/2004	Annual	Mgmt	1.1	Elect Director Michael J. Boskin	For	For
					Mgmt	1.2	Elect Director James R. Houghton	For	For
					Mgmt	1.3	Elect Director William R. Howell	For	For
					Mgmt	1.4	Elect Director Reatha Clark King	For	For
					Mgmt	1.5	Elect Director Philip E. Lippincott	For	For
					Mgmt	1.6	Elect Director Harry J. Longwell	For	For
					Mgmt	1.7	Elect Director Henry A. McKinnell, Jr.	For	For
					Mgmt	1.8	Elect Director Marilyn Carlson Nelson	For	For
					Mgmt	1.9	Elect Director Lee R. Raymond	For	For
					Mgmt	1.10	Elect Director Walter V. Shipley	For	For
					Mgmt	1.11	Elect Director Rex W. Tillerson	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Approve Non-Employee Director Restricted Stock Plan	For	For
					Shareholder	4	Affirm Political Nonpartisanship	Against	Against
					Shareholder	5	Report on Political Contributions/Activities	Against	Against
					Shareholder	6	Report on Equatorial Guinea	Against	Against
					Shareholder	7	Separate Chairman and CEO Positions	Against	For
					Shareholder	8	Prohibit Awards to Executives	Against	Against
					Shareholder	9	Report on Stock Option Distribution by Race and Gender	Against	Against
					Shareholder	10	Amend EEO Statement to Include Reference to Sexual Orientation	Against	For
					Shareholder	11	Report on Climate Change Research	Against	Against
Radioshack Corp.	RSH	750438103	5/20/2004	Annual	Mgmt	1.1	Elect Director Frank J. Belatti	For	For
					Mgmt	1.2	Elect Director Ronald E. Elmquist	For	For
					Mgmt	1.3	Elect Director Robert S. Falcone	For	For
					Mgmt	1.4	Elect Director Daniel R. Feehan	For	For
					Mgmt	1.5	Elect Director Richard J. Hernandez	For	For
					Mgmt	1.6	Elect Director Lawrence V. Jackson	For	Withhold
					Mgmt	1.7	Elect Director Robert J. Kamerschen	For	For
					Mgmt	1.8	Elect Director H. Eugene Lockhart	For	For
					Mgmt	1.9	Elect Director Jack L. Messman	For	For
					Mgmt	1.10	Elect Director William G. Morton, Jr.	For	For
					Mgmt	1.11	Elect Director Thomas G. Plaskett	For	For
					Mgmt	1.12	Elect Director Leonard H. Roberts	For	For
					Mgmt	1.13	Elect Director Edwina D. Woodbury	For	For
					Mgmt	2	Approve Deferred Compensation Plan	For	For
					Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
Home Depot, Inc. (The)	HD	437076102	5/27/2004	Annual	Mgmt	1.1	Elect Director Gregory D. Brenneman	For	For
					Mgmt	1.2	Elect Director Richard H. Brown	For	For
					Mgmt	1.3	Elect Director John L. Clendenin	For	For
					Mgmt	1.4	Elect Director Berry R. Cox	For	For
					Mgmt	1.5	Elect Director Claudio X. Gonzalez	For	Withhold
					Mgmt	1.6	Elect Director Milledge A. Hart, III	For	For
					Mgmt	1.7	Elect Director Bonnie G. Hill	For	For
					Mgmt	1.8	Elect Director Kenneth G. Langone	For	For
					Mgmt	1.9	Elect Director Robert L. Nardelli	For	For
					Mgmt	1.10	Elect Director Roger S. Penske	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Establish Term Limits for Directors	Against	Against
					Shareholder	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
					Shareholder	5	Performance- Based/Indexed Options	Against	For
					Shareholder	6	Adopt ILO Based Code of Conduct	Against	For
					Shareholder	7	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For
					Shareholder	8	Require Affirmative Vote of the Majority of the Shares to Elect Directors	Against	Against
Nextel Communications, Inc.	NXTL	65332V103	5/27/2004	Annual	Mgmt	1.1	Elect Director Keith J. Bane	For	For
					Mgmt	1.2	Elect Director V. Janet Hill	For	For
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Amend Employee Stock Purchase Plan	For	For
Storage Technology Corp.	STK	862111200	5/20/2004	Annual	Mgmt	1.1	Elect Director James R. Adams	For	For
					Mgmt	1.2	Elect Director Charles E. Foster	For	For
					Mgmt	1.3	Elect Director Mercedes Johnson	For	For
					Mgmt	1.4	Elect Director William T. Kerr	For	For
					Mgmt	1.5	Elect Director Robert E. Lee	For	For
					Mgmt	1.6	Elect Director Patrick J. Martin	For	For
					Mgmt	1.7	Elect Director Judy C. Odom	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Approve Executive Incentive Bonus Plan	For	For
					Shareholder	4	Provide for Cumulative Voting	Against	For
Old Republic International Corp.	ORI	680223104	5/28/2004	Annual	Mgmt	1.1	Elect Director Jimmy A. Dew	For	Withhold
					Mgmt	1.2	Elect Director John M. Dixon	For	Withhold
					Mgmt	1.3	Elect Director Wilbur S. Legg	For	Withhold
					Mgmt	1.4	Elect Director John W. Popp	For	Withhold
Applebee's International, Inc.	APPB	037899101	5/13/2004	Annual	Mgmt	1.1	Elect Director Jack P. Helms	For	For
					Mgmt	1.2	Elect Director Lloyd L. Hill	For	For
					Mgmt	1.3	Elect Director Burton M. Sack	For	For
					Mgmt	1.4	Elect Director Michael A. Volkema	For	For
					Mgmt	1.5	Elect Director Steven K. Lumpkin	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
					Mgmt	3	Approve Employee Stock Purchase Plan	For	For
					Mgmt	4	Ratify Auditors	For	For
					Shareholder	5	Report on Genetically Modified Organisms	Against	Against
Lear Corporation	LEA	521865105	5/13/2004	Annual	Mgmt	1.1	Elect Director Larry W. McCurdy	For	For
					Mgmt	1.2	Elect Director Roy E. Parrott	For	For
					Mgmt	1.3	Elect Director Richard F. Wallman	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For
Northrop Grumman Corp.	NOC	666807102	5/18/2004	Annual	Mgmt	1.1	Elect Director Lewis W. Coleman	For	For
					Mgmt	1.2	Elect Director J. Michael Cook	For	For
					Mgmt	1.3	Elect Director Philip A. Odeen	For	For
					Mgmt	1.4	Elect Director Aulana L. Peters	For	For
					Mgmt	1.5	Elect Director Kevin W. Sharer	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Develop Ethical Criteria for Military Contracts	Against	Against
					Shareholder	4	Declassify the Board of Directors	Against	For
Foot Locker Inc	FL	344849104	5/26/2004	Annual	Mgmt	1.1	Elect Director James E. Preston	For	For
					Mgmt	1.2	Elect Director Matthew D. Serra	For	For
					Mgmt	1.3	Elect Director Christopher A. Sinclair	For	For
					Mgmt	1.4	Elect Director Dona D. Young	For	For
					Mgmt	2	Ratify Auditors	For	For
Harte-Hanks, Inc.	HHS	416196103	5/18/2004	Annual	Mgmt	1.1	Elect Director Larry Franklin	For	For
					Mgmt	1.2	Elect Director William F. Farley	For	For
					Mgmt	1.3	Elect Director William K. Gayden	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
Watson Pharmaceuticals, Inc.	WPI	942683103	5/17/2004	Annual	Mgmt	1.1	Elect Director Allen Chao, Ph.D.	For	For
					Mgmt	1.2	Elect Director Michel J. Feldman	For	For
					Mgmt	1.3	Elect Director Fred G. Weiss	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Review Executive Compensation	Against	Against
Wal-Mart Stores, Inc.	WMT	931142103	6/4/2004	Annual	Mgmt	1.1	Elect Director James W. Breyer	For	For
					Mgmt	1.2	Elect Director M. Michele Burns	For	For
					Mgmt	1.3	Elect Director Thomas M. Coughlin	For	For
					Mgmt	1.4	Elect Director David D. Glass	For	For
					Mgmt	1.5	Elect Director Roland A. Hernandez	For	For
					Mgmt	1.6	Elect Director Dawn G. Lepore	For	For
					Mgmt	1.7	Elect Director John D. Opie	For	For
					Mgmt	1.8	Elect Director J. Paul Reason	For	For
					Mgmt	1.9	Elect Director H. Lee Scott, Jr.	For	For
					Mgmt	1.10	Elect Director Jack C. Shewmaker	For	For
					Mgmt	1.11	Elect Director Jose H. Villarreal	For	For
					Mgmt	1.12	Elect Director John T. Walton	For	For
					Mgmt	1.13	Elect Director S. Robson Walton	For	For
					Mgmt	1.14	Elect Director Christopher J. Williams	For	For
					Mgmt	2	Approve Stock Option Plan	For	For
					Mgmt	3	Approve Stock Option Plan	For	For
					Mgmt	4	Amend Employee Stock Purchase Plan	For	For
					Mgmt	5	Ratify Auditors	For	For
					Shareholder	6	Separate Chairman and CEO Positions	Against	For
					Shareholder	7	Prepare Sustainability Report	Against	For
					Shareholder	8	Report on Stock Option Distribution by Race and Gender	Against	For
					Shareholder	9	Report on Genetically Modified Organisms (GMO)	Against	Against
					Shareholder	10	Prepare Diversity Report	Against	For
					Shareholder	11	Submit Executive Compensation to Vote	Against	For
Sotheby's Holdings Inc.	BID	835898107	5/7/2004	Annual	Mgmt	1.1	Elect Director Steven B. Dodge	For	For
					Mgmt	1.2	Elect Director S. Percy Rockefeller	For	For
					Mgmt	1.3	Elect Director Donald M. Stewart	For	For
					Mgmt	2	Ratify Auditors	For	For
Prudential Financial Inc	PRU	744320102	6/8/2004	Annual	Mgmt	1.1	Elect Director Arthur F. Ryan	For	For
					Mgmt	1.2	Elect Director Gaston Caperton	For	For
					Mgmt	1.3	Elect Director Gilbert F. Casellas	For	For
					Mgmt	1.4	Elect Director Karl J. Krapek	For	For
					Mgmt	1.5	Elect Director Ida F.S. Schmertz	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Cease Charitable Contributions	Against	Against
					Shareholder	4	Declassify the Board of Directors	Against	For
Federated Department Stores, Inc.	FD	31410H101	5/21/2004	Annual	Mgmt	1.1	Elect Director Sara Levinson	For	Withhold
					Mgmt	1.2	Elect Director Joseph Neubauer	For	Withhold
					Mgmt	1.3	Elect Director Joseph A. Pichler	For	Withhold
					Mgmt	1.4	Elect Director Karl M. von der Heyden	For	Withhold
					Mgmt	2	Ratify Auditors	For	For
					Mgmt	3	Amend Omnibus Stock Plan	For	For
					Shareholder	4	Declassify the Board of Directors	Against	For
JPMorgan Chase & Co.	JPM	46625H100	5/25/2004	Annual	Mgmt	1	Approve Merger Agreement	For	For
					Mgmt	2.1	Elect Director Hans W. Becherer	For	For
					Mgmt	2.2	Elect Director Frank A. Bennack, Jr.	For	For
					Mgmt	2.3	Elect Director John H. Biggs	For	For
					Mgmt	2.4	Elect Director Lawrence A. Bossidy	For	For
					Mgmt	2.5	Elect Director Ellen V. Futter	For	For
					Mgmt	2.6	Elect Director William H. Gray, III	For	For
					Mgmt	2.7	Elect Director William B. Harrison, Jr	For	For
					Mgmt	2.8	Elect Director Helene L. Kaplan	For	For
					Mgmt	2.9	Elect Director Lee R. Raymond	For	For
					Mgmt	2.10	Elect Director John R. Stafford	For	For
					Mgmt	3	Ratify Auditors	For	For
					Mgmt	4	Amend Executive Incentive Bonus Plan	For	For
					Mgmt	5	Adjourn Meeting	For	Against
					Shareholder	6	Establish Term Limits for Directors	Against	Against
					Shareholder	7	Charitable Contributions	Against	Against
					Shareholder	8	Political Contributions	Against	Against
					Shareholder	9	Separate Chairman and CEO Positions	Against	For
					Shareholder	10	Provide Adequate Disclosure for over the counter Derivatives	Against	Against
					Shareholder	11	Auditor Independence	Against	Against
					Shareholder	12	Submit Non-Employee Director Compensation to Vote	Against	Against
					Shareholder	13	Report on Pay Disparity	Against	Against
Bank One Corp.	NULL	06423A103	5/25/2004	Annual	Mgmt	1	Approve Merger Agreement	For	For
					Mgmt	2.1	Elect Director John H. Bryan	For	For
					Mgmt	2.2	Elect Director Stephen B. Burke	For	For
					Mgmt	2.3	Elect Director James S. Crown	For	For
					Mgmt	2.4	Elect Director James Dimon	For	For
					Mgmt	2.5	Elect Director Maureen A. Fay	For	For
					Mgmt	2.6	Elect Director Laban P. Jackson, Jr.	For	For
					Mgmt	2.7	Elect Director John W. Kessler	For	For
					Mgmt	2.8	Elect Director Robert I. Lipp	For	For
					Mgmt	2.9	Elect Director Richard A. Manoogian	For	For
					Mgmt	2.10	Elect Director David C. Novak	For	For
					Mgmt	2.11	Elect Director John W. Rogers, Jr.	For	For
					Mgmt	2.12	Elect Director Frederick P. Stratton, Jr.	For	For
					Mgmt	3	Ratify Auditors	For	For
Ingersoll-Rand Company Limited	IR	G4776G101	6/2/2004	Annual	Mgmt	1.1	Elect Director P.C. Godsoe	For	For
					Mgmt	1.2	Elect Director C.J. Horner	For	For
					Mgmt	1.3	Elect Director O.R. Smith	For	For
					Mgmt	2	ADOPTION OF AMENDED AND RESTATED INCENTIVE STOCK PLAN OF 1998.	For	For
					Mgmt	3	APPROVAL OF AMENDED AND RESTATED BYE-LAWS.	For	For
					Mgmt	4	Ratify Auditors	For	For
					Shareholder	5	SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS.	Against	For
					Shareholder	6	SHAREHOLDER PROPOSAL TO CHANGE THE COMPANY S JURISDICTION OF INCORPORATION.	Against	For
					Shareholder	7	SHAREHOLDER PROPOSAL TO REQUIRE THE SEPARATION OF THE CHIEF EXECUTIVE OFFICER AND THE CHAIR OF THE BOARD.	Against	For
Coventry Health Care Inc.	CVH	222862104	6/3/2004	Annual	Mgmt	1.1	Elect Director L. Dale Crandall	For	For
					Mgmt	1.2	Elect Director Robert W. Morey	For	For
					Mgmt	1.3	Elect Director Elizabeth E. Tallett	For	For
					Mgmt	1.4	Elect Director Allen F. Wise	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
Bank of America Corp.	BAC	060505104	5/26/2004	Annual	Mgmt	1.1	Elect Director William Barnet, III	For	For
					Mgmt	1.2	Elect Director Charles W. Coker	For	For
					Mgmt	1.3	Elect Director John T. Collins	For	For
					Mgmt	1.4	Elect Director Gary L. Countryman	For	For
					Mgmt	1.5	Elect Director Paul Fulton	For	For
					Mgmt	1.6	Elect Director Charles K. Gifford	For	For
					Mgmt	1.7	Elect Director Donald E. Guinn	For	For
					Mgmt	1.8	Elect Director James H. Hance, Jr.	For	For
					Mgmt	1.9	Elect Director Kenneth D. Lewis	For	For
					Mgmt	1.10	Elect Director Walter E. Massey	For	For
					Mgmt	1.11	Elect Director Thomas J. May	For	For
					Mgmt	1.12	Elect Director C. Steven McMillan	For	For
					Mgmt	1.13	Elect Director Eugene M. McQuade	For	For
					Mgmt	1.14	Elect Director Patricia E. Mitchell	For	For
					Mgmt	1.15	Elect Director Edward L. Romero	For	For
					Mgmt	1.16	Elect Director Thomas M. Ryan	For	For
					Mgmt	1.17	Elect Director O. Temple Sloan, Jr.	For	For
					Mgmt	1.18	Elect Director Meredith R. Spangler	For	For
					Mgmt	1.19	Elect Director Jackie M. Ward	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Change Date of Annual Meeting	Against	Against
					Shareholder	4	Adopt Nomination Procedures for the Board	Against	Against
					Shareholder	5	Charitable Contributions	Against	Against
					Shareholder	6	Establish Independent Committee to Review Mutual Fund Policy	Against	Against
					Shareholder	7	Adopt Standards Regarding Privacy and Information Security	Against	Against
Polycom, Inc.	PLCM	73172K104	6/2/2004	Annual	Mgmt	1.1	Elect Director Betsy S. Atkins	For	For
					Mgmt	1.2	Elect Director John Seely Brown	For	For
					Mgmt	1.3	Elect Director Robert C. Hagerty	For	For
					Mgmt	1.4	Elect Director John A. Kelley, Jr.	For	For
					Mgmt	1.5	Elect Director Michael R. Kourey	For	For
					Mgmt	1.6	Elect Director Stanley J. Meresman	For	For
					Mgmt	1.7	Elect Director William A. Owens	For	Withhold
					Mgmt	1.8	Elect Director Durk I. Jager	For	For
					Mgmt	1.9	Elect Director Thomas G. Stemberg	For	For
					Mgmt	2	Approve Omnibus Stock Plan	For	For
					Mgmt	3	Ratify Auditors	For	For
					Mgmt	1.1	Elect Director Mitchell E. Fadel	For	For
Rent-A-Center, Inc.	RCII	76009N100	5/19/2004	Annual	Mgmt	1.2	Elect Director Peter P. Copses	For	For
					Mgmt	1.3	Elect Director Mary Elizabeth Burton	For	For
					Mgmt	2	Increase Authorized Common Stock	For	For
Countrywide Financial Corp.	CFC	222372104	6/16/2004	Annual	Mgmt	1.1	Elect Director Henry G. Cisneros	For	For
					Mgmt	1.2	Elect Director Robert J. Donato	For	For
					Mgmt	1.3	Elect Director Michael E. Dougherty	For	For
					Mgmt	1.4	Elect Director Martin R. Melone	For	For
					Mgmt	1.5	Elect Director Harley W. Snyder	For	For
					Mgmt	2	Amend Omnibus Stock Plan	For	For
Varian Medical Systems Inc	VAR	92220P105	6/10/2004	Special	Mgmt	1	Increase Authorized Common Stock	For	For
SUPERVALU Inc.	SVU	868536103	5/26/2004	Annual	Mgmt	1.1	Elect Director Charles M. Lillis	For	For
					Mgmt	1.2	Elect Director Jeffrey Noodle	For	For
					Mgmt	1.3	Elect Director Steven S. Rogers	For	For
					Mgmt	1.4	Elect Director Ronald E. Daly	For	For
					Mgmt	1.5	Elect Director Marissa Peterson	For	For
					Mgmt	2	Ratify Auditors	For	For
					Shareholder	3	Require Affirmative Vote of the Majority of the Shares to Elect Directors	Against	Against
WellPoint Health Networks Inc.	WLP	94973H108	6/28/2004	Special	Mgmt	1	Approve Merger Agreement	For	For
Claire	CLE	179584107	6/23/2004	Annual	Mgmt	1.1	Elect Director Marla L. Schaefer	For	Withhold
					Mgmt	1.2	Elect Director E. Bonnie Schaefer	For	Withhold
					Mgmt	1.3	Elect Director Ira D. Kaplan	For	Withhold
					Mgmt	1.4	Elect Director Bruce G. Miller	For	For
					Mgmt	1.5	Elect Director Steven H. Tishman	For	For
					Mgmt	1.6	Elect Director Todd D. Jick	For	For
					Mgmt	1.7	Elect Director Ann Spector Leiff	For	For
					Shareholder	2	Adopt MacBride Principles	Against	For

HIGH YIELD PORTFOLIO

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period ended June 30, 2004 with respect to which the High Yield Portfolio was entitled to vote.

FIXED INCOME PORTFOLIO

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period ended June 30, 2004 with respect to which the Fixed Income Portfolio was entitled to vote.

GOVERNMENT SECURITIES PORTFOLIO

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period ended June 30, 2004 with respect to which the Government Securities Portfolio was entitled to vote.

MONEY MARKET PORTFOLIO

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period ended June 30, 2004 with respect to which the Money Market Portfolio was entitled to vote.

SIGNATURES

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

Registrant:	40|86 Series Trust
By (Signature and Title)*:	/s/ Gregory J. Hahn
	Gregory J. Hahn, President
	(Principal Executive Officer)
Date:	August 31, 2004

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