State Street Research Income Trust N-PX Annual report of proxy voting record

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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number              811-4559

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

Registrant’s telephone number, including area code:		617-357-1200
Date of fiscal year end:	3/31
Date of reporting period:	7/1/03 - 6/30/04

Item 1.Proxy Voting Record.

Vote Summary Report

Jul 01, 2003 - Jun 30, 2004

State Street Research Asset Allocation Fund

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/24/04 - A	A.G. Edwards, Inc. *AGE*		281760108			05/03/04		34,800
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/20/04 - A	Abercrombie & Fitch Co. *ANF*		002896207			03/26/04		19,500
	1	Elect Directors		For	For		Mgmt
11/06/03 - A	Aeroflex, Inc. *ARXX*		007768104			10/09/03		156,800
	1	Elect Directors		For	For		Mgmt
04/22/04 - A	AGCO Corp. *AG*		001084102			03/12/04		54,800
	1	Elect Directors		For	For		Mgmt
	2	Prepare Sustainability Report		Against	Against		ShrHoldr
04/30/04 - A	Alcoa Inc. *AA*		013817101			02/02/04		22,400
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Report on Pay Disparity		Against	Against		ShrHoldr
	4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
09/09/03 - A	Alkermes, Inc. *ALKS*		01642T108			07/23/03		47,800
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Dr. Floyd E. Bloom		Withhold
	1.2	Elect Director Robert A. Breyer		For
	1.3	Elect Director Gerri Henwood		For
	1.4	Elect Director Paul J. Mitchell		For
	1.5	Elect Director Richard F. Pops		For
	1.6	Elect Director Dr. Alexander Rich		Withhold
	1.7	Elect Director Dr. Paul Schimmel		Withhold
	1.8	Elect Director Michael A. Wall		Withhold
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt

Mgmt Rec - Company Management Recommended Vote

1

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	Allergan, Inc. *AGN*		018490102			03/08/04		9,500
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Handel E. Evans		For
	1.2	Elect Director Michael R. Gallagher		For
	1.3	Elect Director Gavin S. Herbert		Withhold
	1.4	Elect Director Stephen J. Ryan		For
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
	4	Separate Chairman and CEO Positions		Against	For		ShrHoldr
04/29/04 - A	Altria Group, Inc. *MO*		02209S103			03/08/04		17,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Product Warnings for Pregnant Women		Against	Against		ShrHoldr
	4	Report on Health Risks Associated with Cigarette Filters		Against	Against		ShrHoldr
	5	Political Contributions/Activities		Against	Against		ShrHoldr
	6	Cease Use of Light and Ultra Light in Cigarette Marketing		Against	Against		ShrHoldr
	7	Place Canadian Style Warnings on Cigarette Packaging		Against	Against		ShrHoldr
	8	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/04/04 - A	Ambac Financial Group, Inc. *ABK*		023139108			03/09/04		16,350
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Amend Non-Employee Director Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/05/04 - A	Amerada Hess Corp. *AHC*		023551104			03/15/04		33,700
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Nicholas F. Brady		Withhold
	1.2	Elect Director J. Barclay Collins II		For
	1.3	Elect Director Thomas H. Kean		For
	1.4	Elect Director Frank A. Olson		For
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Establish Other Board Committee		Against	Against		ShrHoldr

2

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/26/04 - A	American Express Co. *AXP*		025816109			02/27/04		37,040
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Establish Term Limits for Directors		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/19/04 - A	American International Group, Inc. *AIG*		026874107			03/26/04		57,600
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Approve Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	6	Divest from Tobacco Equities		Against	Against		ShrHoldr
	7	Link Executive Compensation to Predatory Lending		Against	Against		ShrHoldr
06/10/04 - A	American Power Conversion Corp. *APCC*		029066107			04/14/04		98,155
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Directors		For	Split		Mgmt
	2.1	Elect Director Rodger B. Dowdell, Jr.		For
	2.2	Elect Director Emanuel E. Landsman		For
	2.3	Elect Director Neil E. Rasmussen		For
	2.4	Elect Director Ervin F. Lyon		Withhold
	2.5	Elect Director James D. Gerson		For
	2.6	Elect Director John G. Kassakian		For
	2.7	Elect Director John F. Keane, Sr.		For
	2.8	Elect Director Ellen B. Richstone		For
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/04/04 - A	American Standard Companies, Inc. *ASD*		029712106			03/10/04		3,300
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

3

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/04 - A	AmeriGroup Corp. *AGP*		03073T102			03/29/04		20,700
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
02/10/04 - A	Ameritrade Holdings Corp. *AMTD*		03074K100			12/17/03		35,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Other Business		For	Against		Mgmt
05/13/04 - A	Amgen, Inc. *AMGN*		031162100			03/19/04		25,740
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Frank J. Biondi, Jr.		For
	1.2	Elect Director Jerry D. Choate		Withhold
	1.3	Elect Director Frank C. Herringer		For
	1.4	Elect Director Gilbert S. Omenn		For
	2	Ratify Auditors		For	For		Mgmt
	3	Prepare Glass Ceiling Report		Against	Against		ShrHoldr
	4	Expense Stock Options		Against	Against		ShrHoldr
05/06/04 - A	Anadarko Petroleum Corp. *APC*		032511107			03/08/04		26,200
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Report on Greenhouse Gas Emissions		Against	Against		ShrHoldr
05/21/04 - A	Aon Corp. *AOC*		037389103			03/24/04		93,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Patrick G. Ryan		For
	1.2	Elect Director Edgar D. Jannotta		Withhold
	1.3	Elect Director Jan Kalff		Withhold
	1.4	Elect Director Lester B. Knight		For
	1.5	Elect Director J. Michael Losh		For
	1.6	Elect Director R. Eden Martin		For
	1.7	Elect Director Andrew J. McKenna		For
	1.8	Elect Director Robert S. Morrison		For
	1.9	Elect Director Richard C. Notebaert		For
	1.10	Elect Director Michael D. O’Halleran		For
	1.11	Elect Director John W. Rogers, Jr.		For
	1.12	Elect Director Gloria Santona		For
	1.13	Elect Director Carolyn Y. Woo		For
	2	Ratify Auditors		For	For		Mgmt

4

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
12/18/03 - S	Apache Corp. *APA*		037411105			10/29/03		10,400
	1	Increase Authorized Common Stock		For	For		Mgmt
03/24/04 - A	Applied Materials, Inc. *AMAT*		038222105			01/30/04		57,100
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
04/22/04 - A	Arch Coal, Inc. *ACI*		039380100			03/01/04		49,000
	1	Elect Directors		For	For		Mgmt
04/28/04 - A	August Technology Corporation *AUGT*		05106U105			03/04/04		26,700
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Amend Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
06/19/03 - A	Autodesk, Inc. *ADSK*		052769106			05/05/03		55,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Carol A. Bartz		For
	1.2	Elect Director Mark A. Bertelsen		Withhold
	1.3	Elect Director Crawford W. Beveridge		For
	1.4	Elect Director J. Hallam Dawson		For
	1.5	Elect Director Per-Kristian Halvorsen		For
	1.6	Elect Director Steven Scheid		For
	1.7	Elect Director Mary Alice Taylor		For
	1.8	Elect Director Larry W. Wangberg		For
	2	Amend Non-Employee Director Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/22/04 - A	Avery Dennison Corp. *AVY*		053611109			02/23/04		19,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	4	Amend Executive Incentive Bonus Plan		For	For		Mgmt

5

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/10/04 - A	Avocent Corporation *AVCT*		053893103			04/30/04		11,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/06/04 - A	AXIS CAPITAL HOLDINGS LTD *AXS*		G0692U109			03/31/04		41,840
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	TO AMEND THE BY-LAWS OF AXIS CAPITAL HOLDINGS LIMITED		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	TO AUTHORIZE THE BOARD OF DIRECTORS OF AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE		For	For		Mgmt
	6	TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY HOLDINGS IRELAND LIMITED		For	For		Mgmt
	7	TO AUTHORIZE AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO AUTHORIZE THE BOARD OF AXIS SPECIALTY EUROPE LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE, INDEPENDENT AUDITORS		For	For		Mgmt
	8	TO AUTHORIZE AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO VOTE TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY EUROPE LIMITED		For	For		Mgmt
	9	TO AUTHORIZE AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO AUTHORIZE THE BOARD OF AXIS RE LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE, INDEPENDENT AUDITORS		For	For		Mgmt
	10	TO AUTHORIZE AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO VOTE TO APPROVE THE FINANCIAL STATEMENTS OF AXIS RE LIMITED		For	For		Mgmt
	11	Ratify Auditors		For	For		Mgmt
	12	TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY UK LIMITED		For	For		Mgmt
	13	Ratify Auditors		For	For		Mgmt
	14	TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY UK HOLDINGS LIMITED		For	For		Mgmt
	15	Ratify Auditors		For	For		Mgmt
	16	TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY (BARBADOS) LIMITED		For	For		Mgmt

6

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/17/04 - S	Bank of America Corp. *BAC*		060505104			01/26/04		19,900
	1	Approve Merger Agreement		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Adjourn Meeting		For	Against		Mgmt
05/26/04 - A	Bank of America Corp. *BAC*		060505104			04/07/04		42,568
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Change Date of Annual Meeting		Against	Against		ShrHoldr
	4	Adopt Nomination Procedures for the Board		Against	Against		ShrHoldr
	5	Charitable Contributions		Against	Against		ShrHoldr
	6	Establish Independent Committee to Review Mutual Fund Policy		Against	Against		ShrHoldr
	7	Adopt Standards Regarding Privacy and Information Security		Against	Against		ShrHoldr
05/04/04 - A	Baxter International Inc. *BAX*		071813109			03/05/04		39,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Provide for Cumulative Voting		Against	Against		ShrHoldr
08/28/03 - S	Baytex Energy Ltd.		07317G107			07/30/03		80,000
	1	Approve the Creation of Baytex Energy Trust and Crew Energy Inc.		For	For		Mgmt
	2	Amend Baytex Energy Ltd. Stock Option Plan		For	For		Mgmt
	3	Approve Baytex Energy Trust Unit Rights Incentive Plan up to 5.8 Million Units		For	For		Mgmt
	4	Approve Crew Energy Inc. Stock Option Plan up to 417,000 Shares		For	For		Mgmt
	5	Approve Issuance of Shares in One or More Private Placements		For	For		Mgmt

7

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/17/04 - A	BAYTEX ENERGY TR *BTE.U*		073176109			04/12/04		54,300
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect John A. Brussa, W.A Blake Cassidy, Raymond T. Chan, Edward Chwyl, Dale O. Shwed and Naveen Dargan as Directors		For	For		Mgmt
	3	Ratify Deloitte & Touche LLP as Auditors.		For	For		Mgmt
04/26/04 - A	Bellsouth Corp. *BLS*		079860102			03/08/04		28,000
	1	Elect Directors		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		Mgmt
	5	Limit Executive Compensation		Against	Against		ShrHoldr
	6	Limit Executive Compensation		Against	Against		ShrHoldr
	7	Report on Political Contributions/Activities		Against	Against		ShrHoldr
06/24/03 - A	Best Buy Co., Inc. *BBY*		086516101			05/02/03		23,070
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Robert T. Blanchard		Withhold
	1.2	Elect Director Elliot S. Kaplan		For
	1.3	Elect Director Richard M. Schulze		For
	1.4	Elect Director Hatim A. Tyabji		Withhold
	2	Ratify Auditors		For	Against		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt
06/16/04 - A	BIOGEN IDEC INC *BIIB*		09062X103			04/20/04		23,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
06/06/03 - A	Biogen, Inc.		090597105			04/11/03		35,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	5	Amend Employee Stock Purchase Plan		For	For		Mgmt

8

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/05/04 - A	Boston Properties Inc. *BXP*		101121101			03/17/04		15,200
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		Against	For		ShrHoldr
05/12/04 - A	Bowater Inc. *BOW*		102183100			03/15/04		16,800
	1	Elect Directors		For	For		Mgmt
04/30/04 - A	Boyd Gaming Corp. *BYD*		103304101			03/31/04		37,700
	1	Approve Merger Agreement		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Amend Omnibus Stock Plan		For	For		Mgmt
04/15/04 - A	BP PLC (Form. Bp Amoco Plc)		055622104			02/23/04		17,000
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	TO ELECT MR A BURGMANS AS A DIRECTOR		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY		For	For		Mgmt
	5	TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED AMOUNT		For	For		Mgmt
	6	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS		For	For		Mgmt
	7	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY		For	For		Mgmt
	8	TO AUTHORISE THE USE OF TREASURY SHARES FOR EMPLOYEE SHARE SCHEMES		For	For		Mgmt
	9	TO APPROVE THE DIRECTORS REMUNERATION REPORT		For	For		Mgmt
	10	TO DETERMINE THE LIMIT FOR THE AGGREGATE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS		For	For		Mgmt
	11	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE ACCOUNTS		For	For		Mgmt
	12	SPECIAL SHAREHOLDER RESOLUTION: TO INSTRUCT THE COMPANY TO PREPARE A REPORT MAKING CERTAIN DISCLOSURES ON MATTERS OF CONTROL AND RISK IN PROTECTED AND SENSITIVE AREAS		Against	Against		ShrHoldr

9

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/04/04 - A	Bristol-Myers Squibb Co. *BMY*		110122108			03/08/04		33,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	4	Cease Political Contributions/Activities		Against	Against		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	6	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic		Against	Against		ShrHoldr
	7	Require Affirmative Vote of a Majority of the Shares to Elect Directors		Against	Against		ShrHoldr
04/27/04 - A	Brooks Automation, Inc. *BRKS*		114340102			03/05/04		20,811
	1	Elect Directors		For	For		Mgmt
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
04/21/04 - A	Burlington Northern Santa Fe Corp. *BNI*		12189T104			02/27/04		17,900
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Alan L. Boeckmann		For
	1.2	Elect Director Vilma S. Martinez		Withhold
	1.3	Elect Director Marc F. Racicot		Withhold
	1.4	Elect Director Roy S. Roberts		For
	1.5	Elect Director Matthew K. Rose		For
	1.6	Elect Director Marc J. Shapiro		For
	1.7	Elect Director J.C. Watts, Jr.		For
	1.8	Elect Director Robert H. West		For
	1.9	Elect Director J. Steven Whisler		For
	1.10	Elect Director Edward E. Whitacre, Jr.		For
	1.11	Elect Director Michael B. Yanney		For
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

10

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/21/04 - A	Burlington Resources Inc. *BR*		122014103			02/23/04		28,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Barbara T. Alexander		For
	1.2	Elect Director Reuben V. Anderson		For
	1.3	Elect Director Laird I. Grant		For
	1.4	Elect Director Robert J. Harding		For
	1.5	Elect Director John T. LaMacchia		For
	1.6	Elect Director Randy L. Limbacher		For
	1.7	Elect Director James F. McDonald		For
	1.8	Elect Director Kenneth W. Orce		Withhold
	1.9	Elect Director Donald M. Roberts		For
	1.10	Elect Director James A. Runde		For
	1.11	Elect Director John F. Schwarz		For
	1.12	Elect Director Walter Scott, Jr.		Withhold
	1.13	Elect Director Bobby S. Shackouls		For
	1.14	Elect Director Steven J. Shapiro		For
	1.15	Elect Director William E. Wade, Jr.		For
	2	Approve Increase in Common Stock and a Stock Split		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
11/11/03 - A	Cache, Inc. *CACH*		127150308			09/12/03		6,143
	1	Elect Directors		For	For		Mgmt
	2	Approve Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/26/04 - A	Caesar’s Entertainment *CZR*		127687101			04/06/04		96,700
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
05/11/04 - A	Cal Dive International, Inc. *CDIS*		127914109			03/24/04		23,200
	1	Elect Directors		For	For		Mgmt

11

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/29/04 - A	Capital One Financial Corp. *COF*		14040H105			02/29/04		16,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
04/28/04 - A	Capitalsource, Inc *CSE*		14055X102			03/05/04		18,100
	1	Elect Directors		For	For		Mgmt
05/21/04 - A	Career Education Corp. *CECO*		141665109			03/23/04		64,900
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
03/22/04 - S	Caremark Rx, Inc. *CMX*		141705103			02/05/04		5,900
	1	Increase Authorized Common Stock		For	For		Mgmt
	2	Approve Issuance of Stock in Connection with Merger Agreement		For	For		Mgmt
	3	Increase Authorized Preferred Stock		For	Against		Mgmt
	4	Approve Omnibus Stock Plan		For	For		Mgmt
	5	Allow Postponement or Adjournment of Special Meeting		For	Against		Mgmt
04/22/04 - A	Carnival Corp. *CCL*		143658300			02/23/04		18,800
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS.		For	For		Mgmt
	4	TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.		For	For		Mgmt
	5	TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL PLC.		For	For		Mgmt
	6	TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.		For	For		Mgmt
	7	TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.		For	For		Mgmt

12

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/26/04 - A	Carrier Access Corp. *CACS*		144460102			04/05/04		18,670
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/20/04 - A	Cendant Corporation *CD*		151313103			02/23/04		96,600
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	5	Limit Executive Compensation		Against	Against		ShrHoldr
05/06/04 - A	CenturyTel, Inc. *CTL*		156700106			03/08/04		27,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/21/04 - A	Charter One Financial, Inc. *CF*		160903100			02/23/04		31,500
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
04/28/04 - A	ChevronTexaco Corp. *CVX*		166764100			03/01/04		15,000
	1	Elect Directors		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		Mgmt
	5	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic		Against	Against		ShrHoldr
	6	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	7	Require Affirmative Vote of a Majority of the Shares to Elect Directors		Against	Against		ShrHoldr
	8	Report on Health and Environmental Initiatives in Ecuador		Against	Against		ShrHoldr
	9	Report on Renewable Energy		Against	Against		ShrHoldr
05/27/04 - A	Chiron Corp. *CHIR*		170040109			03/29/04		20,400
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt

13

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
11/11/03 - A	Cisco Systems, Inc. *CSCO*		17275R102			09/12/03		171,420
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Report on Company Products Used by the Government to Monitor the Internet		Against	Against		ShrHoldr
	5	Report on Pay Disparity		Against	Against		ShrHoldr
05/12/04 - A	CIT GROUP INC *CIT*		125581108			03/26/04		36,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Other Business		For	Against		Mgmt
04/20/04 - A	Citigroup Inc. *C*		172967101			02/27/04		110,720
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Prohibit Awards to Executives		Against	Against		ShrHoldr
	6	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/04/04 - A	Clayton Williams Energy, Inc. *CWEI*		969490101			03/22/04		34,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/20/04 - A	CNF Inc. *CNF*		12612W104			03/01/04		30,040
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
11/05/03 - A	Coach, Inc. *COH*		189754104			09/17/03		7,080
	1	Elect Directors		For	For		Mgmt
05/18/04 - A	Comerica Inc. *CMA*		200340107			03/22/04		23,500
	1	Elect Directors		For	For		Mgmt
	2	Approve Employee Stock Purchase Plan		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt

14

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/21/04 - A	Constellation Energy Group, Inc. *CEG*		210371100			03/19/04		20,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/27/04 - A	COOPER INDUSTRIES LTD *CBE*		G24182100			03/01/04		8,900
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	APPROVE THE AMENDED AND RESTATED STOCK INCENTIVE PLAN.		For	For		Mgmt
	4	SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND ENVIRONMENTAL ISSUES RELATED TO SUSTAINABILITY.		Against	Against		ShrHoldr
	5	SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE EQUITY COMPENSATION PLANS.		Against	Against		ShrHoldr
06/05/03 - A	Coventry Health Care Inc. *CVH*		222862104			04/07/03		18,336
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/25/04 - A	Crew Energy Inc (Formerly Crew Development Corp) *CR.*		226533107			04/12/04		37,166
	1	Fix Number of Directors at Six.		For	For		Mgmt
	2	Elect Dale O. Shwed, John A. Brussa, Raymond T. Chan, Fred C. Coles, Gary J. Drummond and Dennis L. Nerland as Directors		For	For		Mgmt
	3	Ratify KPMG LLP as Auditors and Authorise Directors to Fix Remuneration.		For	For		Mgmt
06/01/04 - A/S	Crystallex International Corp.		22942F101			04/13/04		128,800
	1	Elect Robert Fung, Marc Oppenheimer, Todd Bruce, Michael Brown, C. William Longden, David Matheson, Harry Near, Johan C. van’t Hof, Armando Zullo as Directors		For	For		Mgmt
	2	Approve Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	3	Amend Share Option Incentive Plan		For	Against		Mgmt

15

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/04 - A	CVS Corporation *CVS*		126650100			03/15/04		30,500
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Limit Executive Compensation		Against	Against		ShrHoldr
04/19/04 - A	Dana Corp. *DCN*		235811106			03/01/04		29,000
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt
	4	Amend Omnibus Stock Plan		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
09/25/03 - A	Darden Restaurants, Inc. *DRI*		237194105			07/28/03		77,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/20/04 - A/S	DEFIANT ENERGY CORP *DEF.*		24476W104			04/08/04		11,700
	1	Fix Number of Directors at Five		For	For		Mgmt
	2	Elect David J. Evans, Timothy V. Dunne, Naveen Dargan, Gary R. Bugeaud, Richard M. Cooper as Directors		For	For		Mgmt
	3	Approve KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Amend Stock Option Plan		For	Against		Mgmt
	5	Amend Stock Option Plan in Anticipation of New TSX Stock Option Plan Rules.		For	Against		Mgmt
07/18/03 - A	Dell Inc. *DELL*		247025109			05/23/03		67,330
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		For	For		Mgmt
	3	Change Company Name		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt

16

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/04 - A	Denbury Resources Inc. *DNR*		247916208			03/31/04		14,400
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
06/11/03 - A	Devon Energy Corp. *DVN*		25179M103			05/05/03		41,321
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
06/08/04 - A	Devon Energy Corp. *DVN*		25179M103			04/09/04		1
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Require a Majority Vote for the Election of Directors		Against	Against		ShrHoldr
05/25/04 - A	Dollar General Corp. *DG*		256669102			03/22/04		39,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/28/04 - A	E.I. Du Pont De Nemours & Co. *DD*		263534109			03/09/04		34,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Executive Ties to Government		Against	Against		ShrHoldr
	4	Adopt and Report on a Code of Corporate Conduct		Against	Against		ShrHoldr
	5	Limit Executive Compensation		Against	Against		ShrHoldr
06/04/03 - A	Embarcadero Technologies, Inc. *EMBT*		290787100			04/17/03		84,867
	1	Elect Director Stephen R. Wong		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	Against		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
06/15/04 - A	Embarcadero Technologies, Inc. *EMBT*		290787100			04/27/04		51,517
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

17

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/24/04 - A/S	Endev Energy Inc (Formerly Flock Resources Ltd) *ENE*		29258V109			05/06/04		231,700
	1	Fix Number of Directors at five		For	For		Mgmt
	2	Elect John F. Driscoll, John A. Brussa, Jeffery E. Errico, Richard J. Zarzeczny, and John Nestor as Directors		For	Withhold		Mgmt
	3	Appoint Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Amend Stock Option Plan		For	Against		Mgmt
	5	Other Business		For	Against		Mgmt
05/04/04 - A	EOG Resources, Inc. *EOG*		26875P101			03/08/04		24,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Other Business		For	Against		Mgmt
05/28/04 - A	Eon Labs, Inc. *ELAB*		29412E100			04/01/04		4,800
	1	Elect Directors		For	Withhold		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Other Business		For	Against		Mgmt
02/05/04 - A	ESCO Technologies Inc. *ESE*		296315104			12/03/03		9,215
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/13/04 - A/S	ESPRIT EXPL LTD *EEE.*		29666K109			04/08/04		176,700
	1	Approve Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	2	Fix Number of Directors		For	For		Mgmt
	3	Elect George W. Watson, Donald R. Gardner, Kyle D. Kitawaga, John E. Panneton, D. Michael G. Stewart, Stephen J. Savidant as Directors		For	For		Mgmt
	4	Adopt New By-Law No. 1		For	For		Mgmt
08/08/03 - S	Expedia Inc		302125109			06/25/03		7,142
	1	Approve Merger Agreement		For	For		Mgmt

18

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/05/04 - A	Expeditors International Of Washington, Inc. *EXPD*		302130109			03/10/04		13,300
	1	Elect Directors		For	For		Mgmt
05/26/04 - A	Exxon Mobil Corp. *XOM*		30231G102			04/05/04		52,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Non-Employee Director Restricted Stock Plan		For	For		Mgmt
	4	Affirm Political Nonpartisanship		Against	Against		ShrHoldr
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	6	Report on Equatorial Guinea		Against	Against		ShrHoldr
	7	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	8	Prohibit Awards to Executives		Against	Against		ShrHoldr
	9	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	10	Amend EEO Statement to Include Reference to Sexual Orientation		Against	Against		ShrHoldr
	11	Report on Climate Change Research		Against	Against		ShrHoldr
05/04/04 - A	Fairchild Semiconductor International, Inc. *FCS*		303726103			03/10/04		45,600
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/25/04 - A	Fannie Mae *FNM*		313586109			04/06/04		21,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Provide for Cumulative Voting		Against	Against		ShrHoldr
05/21/04 - A	Federated Department Stores, Inc. *FD*		31410H101			04/02/04		24,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Declassify the Board of Directors		Against	For		ShrHoldr
03/17/04 - S	FleetBoston Financial Corp.		339030108			01/26/04		32,900
	1	Approve Merger Agreement		For	For		Mgmt
	2	Adjourn Meeting		For	Against		Mgmt

19

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/27/04 - A	FMC Corp. *FMC*		302491303			03/01/04		19,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/06/04 - A	Fording Canadian Coal Trust (Formerly FORDING INC) *FDG.U*		345425102			03/31/04		1,000
	1	Elect Trustee Lloyd I. Barber		For	For		Mgmt
	2	Elect Trustee Michael A. Grandin		For	For		Mgmt
	3	Elect Trustee Michael S. Parrett		For	For		Mgmt
	4	Elect Trustee Harry G. Schaefer		For	For		Mgmt
	5	Elect Trustee Peter Valentine		For	For		Mgmt
	6	Elect Trustee Robert J. Wright		For	For		Mgmt
	7	Elect Trustee John B. ZaoZirny		For	For		Mgmt
	8	Elect Directors		For	Split		Mgmt
	8.1	Elect Director Dawn L. Farrell		For
	8.2	Elect Director Michael A. Grandin		For
	8.3	Elect Director Norman B. Keevil		Withhold
	8.4	Elect Director Richard T. Mahler		For
	8.5	Elect Director Thomas J. O’Neil		For
	8.6	Elect Director Michael S. Parrett		For
	8.7	Elect Director Harry G. Schaefer		For
	8.8	Elect Director William W. Stinson		For
	8.9	Elect Director David A. Thompson		For
	9	Approve Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
08/11/03 - A	Forest Laboratories, Inc. *FRX*		345838106			06/20/03		22,380
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Howard Solomon		For
	1.2	Elect Director William J. Candee, III		For
	1.3	Elect Director George S. Cohan		For
	1.4	Elect Director Dan L. Goldwasser		For
	1.5	Elect Director Lester B. Salans, M.D.		For
	1.6	Elect Director Kenneth E. Goodman		For
	1.7	Elect Director Phillip M. Satow		Withhold
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

20

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
12/31/03 - A	Frontline Ltd. (Formerly London & Overseas Freighters) *FRO*		G3682E127			11/27/03		32,400
	1	Accept Financial Statements and Statutory Reports (Non-Voting)		None	None		Mgmt
	2	Fix Maximum Number of Directors at Six		For	For		Mgmt
	3	Authorize Board to Fill Vacancies		For	For		Mgmt
	4	Re-Elect John Fredrisken as a Director		For	For		Mgmt
	5	Re-Elect Olav Troim as a Director		For	For		Mgmt
	6	Re-Elect Kate Blakenship as a Director		For	For		Mgmt
	7	Approve PricewaterhouseCoopers DA as Auditors and Authorize Board to Fix Their Remuneration		For	For		Mgmt
04/16/04 - WC	Genentech, Inc. *DNA*		368710406			02/17/04		14,000
	1	Amend Articles/Bylaws/Charter-Non-Routine		For	For		Mgmt
	2	Elect Directors		For	Split		Mgmt
	2.1	Elect Director Herbert W. Boyer		Withhold
	2.2	Elect Director Arthur D. Levinson		For
	2.3	Elect Director Mark Richmond		For
	2.4	Elect Director Charles A. Sanders		For
	2.5	Elect Director William M. Burns		For
	2.6	Elect Director Erich Hunziker		For
	2.7	Elect Director Jonathan K.C. Knowles		Withhold
	3	Elect Director M. Burns		For	For		Mgmt
	4	Elect Director Erich Hunziker		For	For		Mgmt
	5	Elect Director Jonathan K.C. Knowles		For	For		Mgmt
	6	Increase Authorized Common Stock		For	For		Mgmt
	7	Approve Omnibus Stock Plan		For	Against		Mgmt
	8	Ratify Auditors		For	For		Mgmt

21

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	General Electric Co. *GE*		369604103			03/01/04		81,520
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Provide for Cumulative Voting		Against	Against		ShrHoldr
	5	Eliminate Animal Testing		Against	Against		ShrHoldr
	6	Report on Nuclear Fuel Storage Risks		Against	Against		ShrHoldr
	7	Report on PCB Clean-up		Against	Against		ShrHoldr
	8	Report on Foreign Outsourcing		Against	Against		ShrHoldr
	9	Prepare Sustainability Report		Against	Against		ShrHoldr
	10	Limit Composition of Management Development and Compensation Committee to Independent Directors		Against	Against		ShrHoldr
	11	Report on Pay Disparity		Against	Against		ShrHoldr
	12	Limit Awards to Executives		Against	Against		ShrHoldr
	13	Limit Board Service for Other Companies		Against	Against		ShrHoldr
	14	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	15	Hire Advisor/Maximize Shareholder Value		Against	Against		ShrHoldr
	16	Adopt a Retention Ratio for Executives and Directors		Against	Against		ShrHoldr
	17	Require 70% to 80% Independent Board		Against	Against		ShrHoldr
	18	Report on Political Contributions/Activities		Against	Against		ShrHoldr
06/02/04 - A	General Motors Corp. *GM*		370442105			04/05/04		6,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Prohibit Awards to Executives		Against	Against		ShrHoldr
	4	Prohibit Awards to Executives		Against	Against		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	6	Limit Composition of Committees to Independent Directors		Against	Against		ShrHoldr
	7	Report on Greenhouse Gas Emissions		Against	Against		ShrHoldr
	8	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	9	Establish Executive and Director Stock Ownership Guidelines		Against	Against		ShrHoldr
05/25/04 - A	Gilead Sciences, Inc. *GILD*		375558103			04/05/04		8,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Increase Authorized Common Stock		For	For		Mgmt
05/11/04 - A	Global Industries, Ltd. *GLBL*		379336100			04/01/04		35,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director William J. Dore		For
	1.2	Elect Director James C. Day		For
	1.3	Elect Director Edward P. Djerejian		For
	1.4	Elect Director Edgar G. Hotard		For
	1.5	Elect Director Richard A. Pattarozz		For
	1.6	Elect Director James L. Payne		For
	1.7	Elect Director Michael J. Pollock		Withhold
	1.8	Elect Director Luis K. Tellez		For

22

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A	Grant Prideco Inc *GRP*		38821G101			03/22/04		26,200
	1	Elect Directors		For	For		Mgmt
05/11/04 - A	Grey Wolf, Inc. *GW*		397888108			03/25/04		7,605
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James K. B. Nelson		Withhold
	1.2	Elect Director Robert E. Rose		For
05/18/04 - A	Guidant Corp. *GDT*		401698105			03/11/04		9,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	For		ShrHoldr
05/19/04 - A	Halliburton Co. *HAL*		406216101			03/22/04		31,800
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Review/Report on Operations in Iran		Against	Against		ShrHoldr
	4	Require Affirmative Vote of a Majority of the Shares to Elect Directors		Against	Against		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
11/12/03 - A	Harman International Industries, Inc. *HAR*		413086109			09/15/03		8,000
	1	Elect Directors		For	For		Mgmt
	2	Approve Stock Split		For	For		Mgmt
05/27/04 - A	HCA, Inc. *HCA*		404119109			04/01/04		30,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Management Stock Purchase Plan		For	For		Mgmt
04/28/04 - A	Helix Technology Corp. *HELX*		423319102			03/08/04		19,484
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Gideon Argov		For
	1.2	Elect Director Frank Gabron		Withhold
	1.3	Elect Director Robert H. Hayes		For
	1.4	Elect Director Robert J. Lepofsky		For
	1.5	Elect Director Marvin G. Schorr		For
	1.6	Elect Director Alfred Woollacott, III		For
	1.7	Elect Director Mark S. Wrighton		For
	2	Amend Omnibus Stock Plan		For	For		Mgmt

23

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/17/04 - A	Hewlett-Packard Co. *HPQ*		428236103			01/20/04		51,800
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director L.T. Babbio, Jr.		For
	1.2	Elect Director P.C. Dunn		For
	1.3	Elect Director C.S. Fiorina		For
	1.4	Elect Director R.A. Hackborn		For
	1.5	Elect Director G.A. Keyworth II		For
	1.6	Elect Director R.E. Knowling, Jr.		For
	1.7	Elect Director S.M. Litvack		Withhold
	1.8	Elect Director R.L. Ryan		For
	1.9	Elect Director L.S. Salhany		For
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Expense Stock Options		Against	Against		ShrHoldr
02/12/04 - A	Hillenbrand Industries, Inc. *HB*		431573104			12/17/03		27,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Ray J. Hillenbrand as Class II Director		Withhold
	1.2	Elect Director Anne Griswold Peirce as Class II Director		For
	1.3	Elect Director Peter H. Soderberg as Class II Director		For
	2	Elect Director Joanne C. Smith as Class III Director		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/27/04 - A	Home Depot, Inc. (The) *HD*		437076102			03/29/04		34,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Establish Term Limits for Directors		Against	Against		ShrHoldr
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	5	Performance- Based/Indexed Options		Against	For		ShrHoldr
	6	Adopt ILO Based Code of Conduct		Against	Against		ShrHoldr
	7	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	8	Require Affirmative Vote of the Majority of the Shares to Elect Directors		Against	Against		ShrHoldr

24

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/26/04 - A	Honeywell International, Inc. *HON*		438516106			02/27/04		37,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr
	4	Amend Vote Requirements to Amend Articles/Bylaws/Charter		Against	For		ShrHoldr
	5	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	6	Report on Pay Disparity		Against	Against		ShrHoldr
	7	Provide for Cumulative Voting		Against	Against		ShrHoldr
08/21/03 - A	Hudson River Bancorp, Inc. *HRBT*		444128102			06/30/03		21,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
06/23/04 - A	IAC / INTERACTIVECORP *IACI*		45840Q101			04/29/04		87,969
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Richard N. Barton		For
	1.2	Elect Director Robert R. Bennett		Withhold
	1.3	Elect Director Edgar Bronfman, Jr.		Withhold
	1.4	Elect Director Barry Diller		For
	1.5	Elect Director Victor A. Kaufman		For
	1.6	Elect Director Donald R. Keough		For
	1.7	Elect Director Marie-Josee Kravis		For
	1.8	Elect Director John C. Malone		For
	1.9	Elect Director Steven Rattner		For
	1.10	Elect Director Gen. H.N. Schwarzkopf		For
	1.11	Elect Director Alan G. Spoon		For
	1.12	Elect Director Diane Von Furstenberg		For
	2	Ratify Auditors		For	For		Mgmt
04/28/04 - S	Impact Energy, Inc.		45254X105			03/29/04		52,500
	1	Approve Plan of Arrangement with Thunder Energy Inc		For	For		Mgmt

25

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast		Record Date	Prpnent	Shares Voted
02/27/04 - A	Integrated Silicon Solution, Inc. *ISSI*		45812P107				12/31/03		20,050
	1	Elect Directors		For	For	��		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/19/04 - A	Intel Corp. *INTC*		458140100				03/22/04		109,430
	1	Elect Directors		For	For			Mgmt
	2	Ratify Auditors		For	For			Mgmt
	3	Approve Omnibus Stock Plan		For	For			Mgmt
	4	Expense Stock Options		Against	For			ShrHoldr
	5	Limit/Prohibit Awards to Executives		Against	For			ShrHoldr
	6	Performance- Based/Indexed Options		Against	For			ShrHoldr
03/02/04 - A	International Game Technology *IGT*		459902102				01/02/04		57,900
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director G. Thomas Baker		For
	1.2	Elect Director Neil Barsky		For
	1.3	Elect Director Robert A. Bittman		For
	1.4	Elect Director Richard R. Burt		For
	1.5	Elect Director Leslie S. Heisz		For
	1.6	Elect Director Robert A. Mathewson		For
	1.7	Elect Director Thomas J. Matthews		For
	1.8	Elect Director Robert Miller		Withhold
	1.9	Elect Director Frederick B. Rentschler		For
	2	Amend Employee Stock Purchase Plan		For	For			Mgmt
	3	Ratify Auditors		For	For			Mgmt
05/11/04 - A	International Paper Co. *IP*		460146103				03/17/04		35,200
	1	Elect Directors		For	Split			Mgmt
	1.1	Elect Director Martha F. Brooks		For
	1.2	Elect Director James A. Henderson		For
	1.3	Elect Director Robert D. Kennedy		For
	1.4	Elect Director W. Craig McClelland		Withhold
	1.5	Elect Director Robert M. Amen		For
	2	Ratify Auditors		For	For			Mgmt
	3	Amend Omnibus Stock Plan		For	For			Mgmt
	4	Amend Omnibus Stock Plan		For	For			Mgmt
	5	Limit Executive Compensation		Against	Against			ShrHoldr

26

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
11/24/03 - A	International Rectifier Corp. *IRF*		460254105			09/26/03		21,200
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	Against		Mgmt
	4	Ratify Auditors		For	For		Mgmt
06/29/04 - A/S	Interoil Corp. *IOL.*		460951106			05/10/04		5,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Gaylen Byker		For
	1.2	Elect Director G. Michael Folie		For
	1.3	Elect Director Roger Grundy		For
	1.4	Elect Director Phil E. Mulacek		Withhold
	1.5	Elect Director Edward Speal		For
	1.6	Elect Director Christian Vinson		For
	2	Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	3	Amend Stock Option Plan		For	Against		Mgmt
	4	Approve Issuance of Shares in One or More Private Placements		For	For		Mgmt
	5	Approve Stock Option Grant to Christian M. Vinson		For	For		Mgmt
	6	Approve Stock Option Grant to Roger N. Grundy		For	For		Mgmt
	7	Approve Stock Option Grant to Gaylen Byker		For	For		Mgmt
	8	Approve Stock Option Grant to G. Michael Folie		For	For		Mgmt
	9	Approve Stock Option Grant to Edward Speal		For	For		Mgmt
	10	Approve Stock Option Grant to Phil Mulacek		For	For		Mgmt
04/29/04 - A	Invitrogen Corp. *IVGN*		46185R100			02/27/04		9,425
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Amend Employee Stock Purchase Plan		For	For		Mgmt

27

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A	ITT Industries, Inc. *ITT*		450911102			03/19/04		13,400
	1	Ratify Auditors		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
05/13/04 - A	Janus Capital Group Inc. *JNS*		47102X105			03/18/04		62,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/22/04 - A	Johnson & Johnson *JNJ*		478160104			02/24/04		24,140
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Cease Charitable Contributions		Against	Against		ShrHoldr
05/25/04 - A	JP Morgan Chase & Co. *JPM*		46625H100			04/02/04		31,300
	1	Approve Merger Agreement		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	5	Adjourn Meeting		For	Against		Mgmt
	6	Establish Term Limits for Directors		Against	Against		ShrHoldr
	7	Charitable Contributions		Against	Against		ShrHoldr
	8	Political Contributions		Against	Against		ShrHoldr
	9	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	10	Provide Adequate Disclosure for over the counter Derivatives		Against	Against		ShrHoldr
	11	Auditor Independence		Against	Against		ShrHoldr
	12	Submit Non-Employee Director Compensation to Vote		Against	Against		ShrHoldr
	13	Report on Pay Disparity		Against	Against		ShrHoldr
04/16/04 - S	Juniper Networks, Inc. *JNPR*		48203R104			03/10/04		1,400
	1	Issue Shares in Connection with an Acquisition		For	For		Mgmt
05/13/04 - A	KeyCorp *KEY*		493267108			03/16/04		42,700
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt

28

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/20/04 - A	KeySpan Corporation *KSE*		49337W100			03/22/04		31,501
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
04/29/04 - A	Kimberly-Clark Corp. *KMB*		494368103			03/01/04		18,800
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
06/02/04 - A	KIRKLANDS INC *KIRK*		497498105			04/07/04		32,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Reynolds C. Faulkner		For
	1.2	Elect Director Murray Spain		Withhold
05/12/04 - A	Knight Trading Group, Inc. *NITE*		499063105			03/19/04		67,700
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director William L. Bolster		For
	1.2	Elect Director Charles V. Doherty		For
	1.3	Elect Director Gary R. Griffith		For
	1.4	Elect Director Thomas M. Joyce		For
	1.5	Elect Director Robert M. Lazarowitz		Withhold
	1.6	Elect Director Thomas C. Lockburner		For
	1.7	Elect Director Rodger O. Riney		For
	2	Ratify Auditors		For	For		Mgmt
02/10/04 - A	Kulicke & Soffa Industries, Inc. *KLIC*		501242101			12/12/03		86,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/12/04 - A	Laboratory Corporation of America Holdings *LH*		50540R409			03/31/04		28,100
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

29

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/06/03 - A	Ladish Co., Inc. *LDSH*		505754200			05/12/03		12,762
		MANAGEMENT PROXY (WHITE CARD)
	1	Elect Directors		For	For		Mgmt
		DISSIDENT PROXY (GREEN CARD)
	1	Elect Directors (Opposition Slate)		For	DoNotVote		Mgmt
04/06/04 - A	Ladish Co., Inc. *LDSH*		505754200			03/01/04		15,095
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Lawrence W. Bianchi		For
	1.2	Elect Director James C. Hill		For
	1.3	Elect Director Leon Kranz		Withhold
	1.4	Elect Director J. Robert Peart		For
	1.5	Elect Director Bradford T. Whitmore		For
	1.6	Elect Director Kerry L. Woody		For
	2	Restore Voting Power		For	For		ShrHoldr
06/25/04 - A	Laureate Education Inc.		871399101			04/16/04		45,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
08/08/03 - S	LendingTree, Inc.		52602Q105			07/03/03		28,055
	1	Amend Charter Amendment to the Series A preferred stock		For	For		Mgmt
	2	Approve Merger Agreement		For	For		Mgmt
06/09/04 - A	Liberty Media Corp. *L*		530718105			04/21/04		126,800
	1	Elect Directors		For	For		Mgmt
	2	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/17/04 - A	Limited Brands *LTD*		532716107			03/31/04		3,700
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
05/13/04 - A	Lincoln National Corp. *LNC*		534187109			02/20/04		23,600
	1	Elect Directors		For	For		Mgmt
	2	Approve Deferred Compensation Plan		For	For		Mgmt

30

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
11/05/03 - A	Linear Technology Corp. *LLTC*		535678106			09/08/03		36,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Robert H. Swanson, Jr.		Withhold
	1.2	Elect Director David S. Lee		For
	1.3	Elect Director Leo T. McCarthy		For
	1.4	Elect Director Richard M. Moley		For
	1.5	Elect Director Thomas S. Volpe		For
	2	Ratify Auditors		For	For		Mgmt
05/28/04 - A	Lowe *LOW*		548661107			04/01/04		26,340
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Leonard L. Berry		For
	1.2	Elect Director Paul Fulton		For
	1.3	Elect Director Dawn E. Hudson		Withhold
	1.4	Elect Director Marshall O. Larsen		For
	1.5	Elect Director Robert A. Niblock		For
	1.6	Elect Director Stephen F. Page		For
	1.7	Elect Director O. Temple Sloan, Jr.		For
	1.8	Elect Director Robert L. Tillman		For
	2	Ratify Auditors		For	For		Mgmt
08/19/03 - S	Magna International Inc. *MG.A*		559222401			07/08/03		21,900
		Ballot for Holders of Class B Shares
	1	Approve Spin-Off Agreement		For	For		Mgmt
		Ballot for Holders of Class A Subordinate Shares
	1	Approve Spin-Off Agreement		For	For		Mgmt
06/26/03 - A	Mandalay Resort Group *MBG*		562567107			04/28/03		4,600
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Michael S. Ensign		Withhold
	1.2	Elect Director Glenn W. Schaeffer		For
	1.3	Elect Director Michael D. McKee		For
	2	Ratify Auditors		For	For		Mgmt

31

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/27/04 - A	Manpower Inc. *MAN*		56418H100			02/17/04		23,700
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
06/03/04 - A	MarkWest Hydrocarbon, Inc. *MWP*		570762104			04/12/04		9,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/18/04 - A	Massey Energy Company *MEE*		576206106			03/31/04		69,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
05/13/04 - A	Mattel, Inc. *MAT*		577081102			03/17/04		111,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Awards to Executives		Against	Against		ShrHoldr
	4	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr
05/03/04 - A	Maverick Tube Corp. *MVK*		577914104			03/05/04		85,550
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/03/04 - A	MBNA Corp. *KRB*		55262L100			02/13/04		123,700
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James H. Berick		Withhold
	1.2	Elect Director Benjamin R. Civiletti		Withhold
	1.3	Elect Director Bruce L. Hammonds		For
	1.4	Elect Director William L. Jews		For
	1.5	Elect Director Randolph D. Lerner		For
	1.6	Elect Director Stuart L. Markowitz		For
	1.7	Elect Director William B. Milstead		For
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr

32

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
12/17/03 - S	McDermott International, Inc. *MDR*		580037109			11/07/03		83,400
	1	Approve Proposed Settlement Agreement with The Babcock & Wilcox Company		For	For		Mgmt
05/20/04 - A	McDonald’s Corp. *MCD*		580135101			03/22/04		55,400
	1	Elect Directors		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		Mgmt
04/27/04 - A	MeadWestvaco Corp. *MWV*		583334107			03/01/04		34,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/27/04 - A	Medicines Company (The) *MDCO*		584688105			04/16/04		3,961
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
05/20/04 - A	MedImmune, Inc. *MEDI*		584699102			03/31/04		47,600
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
08/28/03 - A	Medtronic, Inc. *MDT*		585055106			07/03/03		42,170
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Richard H. Anderson		For
	1.2	Elect Director Michael R. Bonsignore		For
	1.3	Elect Director Gordon M. Sprenger		Withhold
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt

33

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A	Mercantile Bankshares Corp. *MRBK*		587405101			04/02/04		27,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Amend Deferred Compensation Plan		For	For		Mgmt
05/11/04 - A	MGI Pharma, Inc. *MOGN*		552880106			03/15/04		10,500
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Andrew J. Ferrara		For
	1.2	Elect Director Gilla Kaplan, Ph.D.		For
	1.3	Elect Director Edward W. Mehrer		For
	1.4	Elect Director Hugh E. Miller		For
	1.5	Elect Director Leon O. Moulder, Jr.		For
	1.6	Elect Director Lee J. Schroeder		For
	1.7	Elect Director David B. Sharrock		Withhold
	1.8	Elect Director Waneta C. Tuttle, Ph.D.		For
	1.9	Elect Director Arthur L. Weaver, M.D.		For
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/13/04 - A	MGIC Investment Corp. *MTG*		552848103			03/15/04		19,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
06/19/03 - A	Michaels Stores, Inc. *MIK*		594087108			04/28/03		21,300
	1	Elect Directors		For	For		Mgmt

34

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
11/11/03 - A	Microsoft Corp. *MSFT*		594918104			09/12/03		179,120
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director William H. Gates, III		For
	1.2	Elect Director Steven A. Ballmer		For
	1.3	Elect Director James I. Cash, Jr., Ph.D.		For
	1.4	Elect Director Raymond V. Gilmartin		For
	1.5	Elect Director Ann McLaughlin Korologos		For
	1.6	Elect Director David F. Marquardt		For
	1.7	Elect Director Charles H. Noski		For
	1.8	Elect Director Dr. Helmut Panke		For
	1.9	Elect Director Wm. G. Reed, Jr.		For
	1.10	Elect Director Jon A. Shirley		Withhold
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
		Shareholder Proposal
	4	Refrain from Giving Charitable Contributions		Against	Against		ShrHoldr
05/07/04 - A	Millennium Pharmaceuticals, Inc. *MLNM*		599902103			03/10/04		51,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/28/04 - A	Millipore Corp. *MIL*		601073109			03/05/04		11,100
	1	Elect Directors		For	For		Mgmt
04/20/04 - A	Morgan Stanley *MWD*		617446448			02/20/04		28,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr
	4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	5	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/03/04 - A	Motorola, Inc. *MOT*		620076109			03/05/04		49,700
	1	Elect Directors		For	For		Mgmt
	2	Limit Executive Compensation		Against	Against		ShrHoldr
	3	Limit Awards to Executives		Against	Against		ShrHoldr

35

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/17/04 - A/S	MUSTANG RES INC CDA		62820Q100			05/14/04		13,700
	1	Fix Number of Directors at four		For	For		Mgmt
	2	Elect Richard A.M. Todd, Donald Archibald, Bill Friley, Jr., and Kel Johnston as Directors		For	For		Mgmt
	3	Appoint Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Approve and Ratify Corporation’s current Stock Option Plan		For	Against		Mgmt
	5	Approve adoption of a new Stock Option Plan to be implemented upon listing of the shares on the Toronto Stock Exchange		For	Against		Mgmt
06/03/03 - A	Nabors Industries, Ltd. *NBR*		G6359F103			04/10/03		17,800
	1	Reelect E. Isenberg and J. Wexler as Class III Directors to Serve until the 2006 Annual General Meeting		For	For		Mgmt
	2	Appoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration		For	For		Mgmt
	3	Approve 2003 Employee Stock Plan		For	Against		Mgmt
	4	Transact Other Business (Non-Voting)		None	None		Mgmt
06/01/04 - A	Nabors Industries, Ltd. *NBR*		G6359F103			04/08/04		36,700
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	SHAREHOLDER PROPOSAL TO CHANGE NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE.		Against	Against		Mgmt
04/27/04 - A	National City Corp. *NCC*		635405103			03/05/04		24,200
	1	Elect Directors		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		Mgmt

36

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
09/26/03 - A	National Semiconductor Corp. *NSM*		637640103			08/14/03		91,979
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Brian L. Halla		For
	1.2	Elect Director Steven R. Appleton		For
	1.3	Elect Director Gary P. Arnold		Withhold
	1.4	Elect Director Richard J. Danzig		For
	1.5	Elect Director Robert J. Frankenberg		For
	1.6	Elect Director E. Floyd Kvamme		For
	1.7	Elect Director Modesto A. Maidique		For
	1.8	Elect Director Edward R. Mccracken		For
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Employee Stock Purchase Plan		For	For		Mgmt
05/27/04 - A/S	NAV ENERGY TRUST *NVG.U*		6287ER102			04/14/04		73,333
	1	Fix Number of Directors at Six		For	For		Mgmt
	2	Elect John Brussa, James Davie, Ronald McIntosh, Johannes Nieuwenburg, Thomas Stan and Rodger Tourigny as Directors of Navigo Energy Inc		For	For		Mgmt
	3	Appoint Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Increase Number of Units Issuable under Trust Unit Rights Incentive Plan		For	Against		Mgmt
	5	Authorize Various Amendments to Unit Rights Incentive Plan		For	Against		Mgmt
12/17/03 - S	Navigo Energy Inc (Formerly Ventus Energy Ltd)		63936F103			11/10/03		220,000
	1	Approve Reorganization Plan		For	For		Mgmt
	2	Approve Unit Incentive Plan up to 1,235,360 Units		For	Against		Mgmt
	3	Approve Stock Option Plan up to 1,442,000 Common Shares		For	Against		Mgmt
	4	Approve Issuance of Shares in One or More Private Placements		For	For		Mgmt
02/17/04 - A	Navistar International Corp. *NAV*		63934E108			01/05/04		7,100
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
04/28/04 - A	NCR Corporation *NCR*		62886E108			02/09/04		28,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr
	4	Prohibit Awards to Executives		Against	Against		ShrHoldr

37

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/27/04 - A	Nelnet Inc *NNI*		64031N108			04/15/04		600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/19/04 - A	New York Community Bancorp, Inc. *NYB*		649445103			03/29/04		14,602
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/12/04 - A	Newell Rubbermaid Inc. *NWL*		651229106			03/15/04		90,600
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/06/04 - A	Newfield Exploration Co. *NFX*		651290108			03/19/04		72,300
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Increase Authorized Common Stock		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
06/09/04 - A	Newpark Resources, Inc. *NR*		651718504			04/14/04		109,658
	1	Elect Directors		For	For		Mgmt
	2	Approve Non-Employee Director Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
10/15/03 - A	News Corporation Ltd.		652487703			10/13/03		31,600
	1	Elect Lachlan Murdoch as Director		For	For		Mgmt
	2	Elect Thomas Perkins as Director		For	For		Mgmt
	3	Elect Stanley Shuman as Director		For	For		Mgmt
	4	Elect Arthur Siskind as Director		For	For		Mgmt
	5	Approve Stock Option Plan Grants to Executive Directors		For	Against		Mgmt
	6	Approve Remuneration of Directors in the Amount of Up to AUD 1.85 Million		For	For		Mgmt
05/27/04 - A	Nextel Communications, Inc. *NXTL*		65332V103			04/02/04		3,098
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt

38

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
09/22/03 - A	Nike, Inc. *NKE*		654106103			07/25/03		10,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Thomas E. Clarke as Class A Director		For
	1.2	Elect Director Ralph D. DeNunzio as Class A Director		For
	1.3	Elect Director Richard K. Donahue as Class A Director		Withhold
	1.4	Elect Director Delbert J. Hayes as Class A Director		For
	1.5	Elect Director Douglas G. Houser as Class A Director		For
	1.6	Elect Director Jeanne P. Jackson as Class A Director		For
	1.7	Elect Director Philip H. Knight as Class A Director		For
	1.8	Elect Director Charles W. Robinson as Class A Director		For
	1.9	Elect Director John R. Thompson, Jr. as Class A Director		Withhold
	1.10	Elect Director Jill K. Conway as Class B Director		For
	1.11	Elect Director Alan B. Graf, Jr. as Class B Director		For
	1.12	Elect Director John E. Jaqua as Class B Director		For
	1.13	Elect Director A. Michael Spence as Class B Director		For
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt
09/18/03 - A/S	Niko Resources Ltd. *NKO.*		653905109			08/15/03		10,000
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Robert N. Ohlson, Robert R. Hobbs, Edward S. Sampson, Conrad P. Kathol, Wendell W. Robinson as Directors		For	For		Mgmt
	3	Approve Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Approve Stock Option Plan		For	Against		Mgmt
06/22/04 - A	Nordstrom, Inc. *JWN*		655664100			03/17/04		29,300
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt

39

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A/S	Novagold Resources, Inc. *NG.*		66987E206			04/05/04		100,000
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Issuance of Shares in One or More Private Placements		For	For		Mgmt
	4	Approve Stock Option Plan		For	Against		Mgmt
	5	Increase Authorized Common Stock to One Billion Common Shares		For	For		Mgmt
02/24/04 - A	Novartis AG		66987V109			01/30/04		46,430
		Meeting for Holders of ADRs
	1	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2003.		For	For		Mgmt
	2	APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS.		For	For		Mgmt
	3	APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.		For	For		Mgmt
	4	CONVERSION OF GENERAL RESERVES INTO FREE RESERVES.		For	For		Mgmt
	5	REDUCTION OF SHARE CAPITAL.		For	For		Mgmt
	6	FURTHER SHARE REPURCHASE PROGRAM.		For	For		Mgmt
	7	AMENDMENT TO THE ARTICLES OF INCORPORATION.		For	For		Mgmt
	8	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.		For	For		Mgmt
	9	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.		For	For		Mgmt
	10	ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.		For	For		Mgmt
	11	Ratify Auditors		For	For		Mgmt

40

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/06/03 - A	Oakley, Inc. *OO*		673662102			04/07/03		54,600
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/27/04 - A/S	Olympia Energy Inc.		68147L104			04/27/04		168,800
	1	Elect Peter M. Salamon, Ray T. Dobek, John J. Poetker, Brian J. Mellum, John J. Brown and Kenneth Faircloth as Directors		For	Abstain		Mgmt
	2	Appoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	3	Approve Arrangement Resolution		For	For		Mgmt
	4	Approve Stock Option Plan for Accrete Energy Inc		For	Against		Mgmt
	5	Approve Option Grants to Insiders		For	Against		Mgmt
	6	Approve Issuance of 5,000,000 Accrete Energy Shares in Private Placement		For	For		Mgmt
	7	Approve Future Issuances of Accrete Energy Shares in One or More Private Placements		For	For		Mgmt
05/25/04 - A	OMI Corporation - New *OMM*		Y6476W104			03/24/04		8,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Michael Klebanoff		Withhold
	1.2	Elect Director Donald C. Trauscht		For
	2	Ratify Auditors		For	For		Mgmt
05/19/04 - A	ON Semiconductor Corporation *ONNN*		682189105			03/22/04		95,100
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	Against		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Amend Certificate of Designation of Preferred Stock		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
04/23/04 - A	P.F. Chang’s China Bistro Inc *PFCB*		69333Y108			02/27/04		16,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Stock Option Plan		For	For		Mgmt
	4	Adjourn Meeting		For	Against		Mgmt

41

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/14/04 - A	Pactiv Corp. *PTV*		695257105			03/19/04		58,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
06/13/03 - A	Pathmark Stores, Inc. (NEW) *PTMK*		70322A101			04/28/03		2,277
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
06/29/04 - A	PATTERSON-UTI ENERGY INC. *PTEN*		703481101			05/28/04		31,600
	1	Elect Directors		For	For		Mgmt
	2	Increase Authorized Common Stock		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
	4	Amend Omnibus Stock Plan		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
05/06/04 - A	Peabody Energy Corp. *BTU*		704549104			03/15/04		31,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
05/04/04 - A	Penn Virginia Corp. *PVA*		707882106			03/09/04		23,000
	1	Elect Directors		For	For		Mgmt
04/30/04 - A	Pentair, Inc. *PNR*		709631105			03/01/04		23,800
	1	Elect Directors		For	For		Mgmt
	2	Approve Outside Director Stock Options in Lieu of Cash		For	Against		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Employee Stock Purchase Plan		For	Against		Mgmt
	5	Approve Employee Stock Purchase Plan		For	Against		Mgmt
	6	Ratify Auditors		For	For		Mgmt
05/21/04 - A	Pepco Holdings, Inc. *POM*		713291102			03/22/04		5,300
	1	Elect Directors		For	For		Mgmt
	2	Declassify the Board of Directors		Against	For		ShrHoldr

42

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/04/04 - A	PETROKAZAKHSTAN INC (Formerly Hurricane Hydrocarbons Ltd) *PKZ.*		71649P102			04/02/04		22,800
	1	Elect Bernard F. Isautier, Louis W. MacEachern, James B.C. Doak, Askar Alshinbaev, Jacques Lefevre, Nurlan J. Kapparov, Jan Bonde Nielsen, and Jean-Paul Bisnaire as Directors		For	For		Mgmt
	2	Appoint Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
04/22/04 - A	Pfizer Inc. *PFE*		717081103			02/27/04		170,682
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic		Against	Against		ShrHoldr
	5	Cease Political Contributions/Activities		Against	Against		ShrHoldr
	6	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	7	Establish Term Limits for Directors		Against	Against		ShrHoldr
	8	Report on Drug Pricing		Against	Against		ShrHoldr
	9	Limit Awards to Executives		Against	Against		ShrHoldr
	10	Amend Animal Testing Policy		Against	Against		ShrHoldr
05/04/04 - A	Pinnacle Entertainment, Inc. *PNK*		723456109			03/31/04		38,800
	1	Elect Directors		For	For		Mgmt
05/10/04 - A	Pitney Bowes Inc. *PBI*		724479100			03/12/04		18,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Political Contributions/Activities		Against	Against		ShrHoldr
05/14/04 - A	PMC-Sierra, Inc. *PMCS*		69344F106			03/15/04		47,300
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Robert Bailey		For
	1.2	Elect Director Alexandre Balkanski		For
	1.3	Elect Director Richard Belluzzo		For
	1.4	Elect Director James Diller		Withhold
	1.5	Elect Director Jonathan Judge		For
	1.6	Elect Director William Kurtz		For
	1.7	Elect Director Frank Marshall		For
	1.8	Elect Director Lewis Wilks		For
	2	Ratify Auditors		For	For		Mgmt

43

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/27/04 - A	PNC Financial Services Group, Inc. *PNC*		693475105			02/27/04		16,500
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Paul Chellgren		For
	1.2	Elect Director Robert Clay		For
	1.3	Elect Director J. Gary Cooper		For
	1.4	Elect Director George Davidson, Jr.		For
	1.5	Elect Director Richard Kelson		Withhold
	1.6	Elect Director Bruce Lindsay		For
	1.7	Elect Director Anthony Massaro		For
	1.8	Elect Director Thomas O’Brien		For
	1.9	Elect Director Jane Pepper		For
	1.10	Elect Director James Rohr		For
	1.11	Elect Director Lorene Steffes		For
	1.12	Elect Director Dennis Strigl		For
	1.13	Elect Director Stephen Thieke		For
	1.14	Elect Director Thomas Usher		For
	1.15	Elect Director Milton Washington		For
	1.16	Elect Director Helge Wehmeier		For
04/23/04 - A	PPL Corp. *PPL*		69351T106			02/27/04		64,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/13/04 - A/S	Progress Energy Ltd. *PGX.U*		742981103			04/08/04		53,300
	1	Fix Number of Directors at Six		For	For		Mgmt
	2	Elect John M. Stewart, David D. Johnson, John A. Brussa, Frederick C. Coles, Gary E. Perron and Terrance D. Svarich as Directors		For	For		Mgmt
	3	Approve KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Amend Stock Option Plan to Increase Shares Reserved Thereunder		For	Against		Mgmt
	5	Amend Stock Option Plan to Convert to Rolling Plan		For	Against		Mgmt

44

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
06/28/04 - A/S	Progress Energy Ltd. *PGX.U*		742981103			05/28/04		53,300
	1	Approve Plan of Arrangement with Cequel Energy		For	For		Mgmt
	2	Approve Stock Option Plan for Cyries Energy		For	Against		Mgmt
	3	Approve Stock Option Plan for ProEx Energy		For	Against		Mgmt
	4	Approve a Performance Unit Incentive Plan for Progress Energy Trust		For	For		Mgmt
	5	Approve Issuance of Trust Units of Trust in Private Placement		For	For		Mgmt
	6	Approve Issuance of Shares of Cyries, Warrants and Performance Shares in Private Placements		For	For		Mgmt
	7	Approve Issuance of Shares of ProEx, Warrants and Performance Shares in Private Placements		For	For		Mgmt
	8	Amend Stock Option Plan		For	Against		Mgmt
	9	Fix Number of Directors at Six and Elect John M. Stewart, David D. Johnson, John A. Brussa, Fredric C. Coles, Gary E. Perron and Terrance D. Svarich as Directors		For	For		Mgmt
	10	Ratify KPMG LLP as Auditors		For	For		Mgmt
09/03/03 - S	Purcell Energy Ltd *PEL.*		745910109			08/04/03		68,773
	1	Approve Issuance of Shares in a Private Placement		For	For		Mgmt
	2	Elect Owen C. Pinnell and Harry B. Wheeler as Directors		For	For		Mgmt
03/02/04 - A	QUALCOMM Inc. *QCOM*		747525103			01/02/04		20,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Adelia A. Coffman		Withhold
	1.2	Elect Director Raymond V. Dittamore		For
	1.3	Elect Director Irwin Mark Jacobs		For
	1.4	Elect Director Richard Sulpizio		For
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Declassify the Board of Directors		Against	For		ShrHoldr
02/23/04 - S	R. R. Donnelley & Sons Co. *RRD*		257867101			01/15/04		36,600
	1	Issue Shares in Connection with an Acquisition		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt

45

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec		Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A	Radian Group Inc. *RDN*		750236101				03/15/04		21,700
	1	Elect Directors		For		For		Mgmt
	2	Amend Omnibus Stock Plan		For		For		Mgmt
	3	Amend Articles		For		For		Mgmt
	4	Ratify Auditors		For		For		Mgmt
05/05/04 - A	Raytheon Co. *RTN*		755111507				03/08/04		34,000
	1	Elect Directors		For		For		Mgmt
	2	Ratify Auditors		For		For		Mgmt
	3	Develop Ethical Criteria for Military Contracts		Against		Against		ShrHoldr
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against		For		ShrHoldr
	5	Declassify the Board of Directors		Against		For		ShrHoldr
	6	Implement MacBride Principles		Against		Against		ShrHoldr
	7	Expense Stock Options		Against		Against		ShrHoldr
	8	Submit Executive Pension Benefit to Vote		Against		For		ShrHoldr
	9	Limit Executive Compensation		Against		Against		ShrHoldr
05/24/04 - A	Remington Oil & Gas Corp. *REM*		759594302				03/31/04		6,600
	1	Elect Directors		For		For		Mgmt
	2	Approve Omnibus Stock Plan		For		Against		Mgmt
11/18/03 - A	Respironics, Inc. *RESP*		761230101				10/03/03		29,800
	1	Elect Directors		For		For		Mgmt
	2	Ratify Auditors		For		For		Mgmt
	3	Amend Omnibus Stock Plan		For		For		Mgmt
06/26/03 - A	Reunion Industries, Inc. *RUN*		761312107				05/15/03		595
	1	Elect Directors		For		Split		Mgmt
	1.1	Elect Director Thomas N. Amonett		Withhold
	1.2	Elect Director Charles E. Bradley, Sr.		For
	1.3	Elect Director Kimball J. Bradley		For	��
	1.4	Elect Director Thomas L. Cassidy		For
	1.5	Elect Director David E. Jackson		For
	1.6	Elect Director Joseph C. Lawyer		For
	1.7	Elect Director John G. Poole		For
	2	Other Business		For		Abstain		Mgmt

46

Mtg Date/Type	Company/ Ballot Issues			Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/23/04 - A	Rowan Companies, Inc. *RDC*			779382100			03/01/04		50,600
	1	Elect Directors			For	For		Mgmt
05/20/04 - A	Safeway Inc. *SWY*			786514208			03/25/04		34,200
	2	Ratify Auditors			For			Mgmt
	3	Declassify the Board of Directors			For			Mgmt
	4	Approve Repricing of Options			For			Mgmt
	5	Amend Bylaws to Require Independent Director as Chairman of the Board			Against			ShrHoldr
	6	Provide for Cumulative Voting			Against			ShrHoldr
	7	Report on Genetically Modified Organisms (GMO)			Against			ShrHoldr
	8	Prepare Sustainability Report			Against			ShrHoldr
	9	Report on Political Contributions			Against			ShrHoldr
	10	Expense Stock Options			Against			ShrHoldr
			Client did not hold this security as of record date.
01/26/04 - A	Sanmina-SCI Corp. *SANM*			800907107			12/01/03		90,200
	1	Elect Directors			For	For		Mgmt
	2	Ratify Auditors			For	For		Mgmt
05/06/04 - A	Sap Ag			803054204			03/30/04		54,290
		Meeting for Holders of ADRs
	1	RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF THE FISCAL YEAR 2003			For	For		Mgmt
	2	RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2003			For	For		Mgmt
	3	RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2003			For	For		Mgmt
	4	Ratify Auditors			For	For		Mgmt
	5	RESOLUTION ON ADJUSTMENTS TO SECTION 4 OF THE ARTICLES OF ASSOCIATION			For	For		Mgmt
	6	RESOLUTION ON THE AUTHORIZATION TO ACQUIRE AND USE TREASURY SHARES			For	For		Mgmt
	7	RESOLUTION ON THE AUTHORIZATION TO USE EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES			For	Against		Mgmt

47

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/30/04 - A	SBC Communications Inc. *SBC*		78387G103			03/02/04		60,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Bylaws		For	For		Mgmt
	4	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	5	Change Size of Board of Directors		Against	Against		ShrHoldr
04/27/04 - A	Schering-Plough Corp. *SGP*		806605101			03/05/04		34,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
05/04/04 - A	Sempra Energy *SRE*		816851109			03/09/04		46,600
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Declassify the Board of Directors		Against	For		ShrHoldr
	5	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	6	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr
	7	Separate Chairman and CEO Positions		Against	For		ShrHoldr
04/21/04 - A	Sigmatel Inc. *SGTL*		82661W107			03/17/04		33,500
	1	Elect Directors		For	For		Mgmt
	2	Elect Director Robert T. Derby		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
05/13/04 - A	SLM Corp. *SLM*		78442P106			03/15/04		38,100
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

48

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/12/04 - A	Smurfit - Stone Container Corp. *SSCC*		832727101			03/15/04		72,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Deferred Compensation Plan		For	For		Mgmt
	5	Submit Executive Compensation to Vote		Against	Against		ShrHoldr
06/03/04 - A/S	SOUTHWESTERN RESOURCES (formerly Southwestern Gold Corp). *SWG.*		845770106			04/21/04		15,000
	1	Fix Number of Directors at Six		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Deloitte & Touche as Auditors and Authorise Directors to Fix Remuneration		For	For		Mgmt
	4	Amend Company’s Notice of Articles to Delete Certain Pre-Existing Company Provisions		For	For		Mgmt
	5	Amend Company’s Notice of Articles to Change Authorised Capital to an Unlimited Number of Common Shares		For	For		Mgmt
	6	Adopt New Articles		For	Against		Mgmt
	7	Approve 2:1 Stock Split		For	For		Mgmt
	8	Amend Stock Option Plan		For	Against		Mgmt
05/12/04 - A	St. Jude Medical, Inc. *STJ*		790849103			03/15/04		7,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Increase Authorized Common Stock		For	For		Mgmt
	5	Limit Executive Compensation		Against	Against		ShrHoldr
06/17/04 - A	Staples, Inc. *SPLS*		855030102			04/19/04		41,700
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Amend Employee Stock Purchase Plan		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
	6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	Against		ShrHoldr
	7	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	8	Limit Executive Compensation		Against	Against		ShrHoldr
	9	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr

49

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/30/04 - A	Starbucks Corp. *SBUX*		855244109			01/26/04		31,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/27/04 - A/S	STARPOINT ENERGY LTD *SPN.*		855568101			04/19/04		30,100
	1	Fix Number of Directors		For	For		Mgmt
	2	Elect Paul Colborne, Jim Bertram, Fred Coles, Kenney Cugnet, Ian Dundas, Robert G. Peters, James M. Pasieka as Directors		For	For		Mgmt
	3	Approve Auditors and Authorize Board to Fix Remuneration of Auditors		For	For		Mgmt
	4	Amend Stock Option Plan		For	Against		Mgmt
	5	Approve Issuance of Shares in One or More Private Placements		For	For		Mgmt
05/19/04 - A	Target Corporation *TGT*		87612E106			03/22/04		45,700
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Omnibus Stock Plan		For	For		Mgmt
06/10/04 - A	Tech Data Corp. *TECD*		878237106			04/12/04		23,100
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Eliminate Class of Preferred Stock		For	For		Mgmt
10/27/03 - S	Teva Pharmaceutical Industries		881624209			09/18/03		300
	1	Elect G. Shalev as an External Director		For	For		Mgmt
	2	Approve Increase in Remuneration of Directors other than the Chairman		For	For		Mgmt

50

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/18/04 - A	Texas Capital Bancshares Inc *TCBI*		88224Q107			03/29/04		26,700
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Peter B. Bartholow		For
	1.2	Elect Director Leo Corrigan, III		For
	1.3	Elect Director James R. Erwin		Withhold
	1.4	Elect Director J. M. (jody) Grant		For
	1.5	Elect Director Frederick B. Hegi, Jr.		Withhold
	1.6	Elect Director James R. Holland, Jr.		For
	1.7	Elect Director George F. Jones, Jr.		For
	1.8	Elect Director Larry A. Makel		For
	1.9	Elect Director W.W. Mcallister III		For
	1.10	Elect Director Lee Roy Mitchell		Withhold
	1.11	Elect Director Steven P. Rosenberg		For
	1.12	Elect Director John C. Snyder		For
	1.13	Elect Director Robert W. Stallings		For
	1.14	Elect Director James C. Thompson, Jr.		Withhold
	1.15	Elect Director Ian J. Turpin		Withhold
04/15/04 - A	Texas Instruments Inc. *TXN*		882508104			02/17/04		54,700
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Expense Stock Options		Against	Against		ShrHoldr
04/28/04 - A	Textron Inc. *TXT*		883203101			03/05/04		13,000
	1	Elect Directors		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		Mgmt
	5	Report on Foreign Weapons Sales		Against	Against		ShrHoldr
	6	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	7	Cease Charitable Contributions		Against	Against		ShrHoldr
04/13/04 - A	The Bank Of New York Co., Inc. *BK*		064057102			02/23/04		45,800
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	4	Report on Political Contributions		Against	Against		ShrHoldr
	5	Limit Executive Compensation		Against	Against		ShrHoldr
	6	Limit Composition of Committee to Independent Directors		Against	Against		ShrHoldr
	7	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr

51

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/03/04 - A	The Boeing Co. *BA*		097023105			03/05/04		30,200
	1	Elect Directors		For	For		Mgmt
	2	Reduce Supermajority Vote Requirement		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Develop Ethical Criteria for Military Contracts		Against	Against		ShrHoldr
	5	Adopt Amended Workplace Code of Conduct		Against	For		ShrHoldr
	6	Declassify the Board of Directors		Against	For		ShrHoldr
	7	Amend Vote Requirements to Amend Articles/Bylaws/Charter		Against	For		ShrHoldr
	8	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
	9	Adopt a Policy that will Commit Executive & Directors to Hold at least 75% of their Shares		Against	Against		ShrHoldr
	10	Provide Employees Choice of Pension Plans at Retirement or Termination		Against	Against		ShrHoldr
11/19/03 - A	The Clorox Company *CLX*		189054109			09/22/03		16,700
	1	Elect Directors		For	For		Mgmt
	2	Approve Deferred Compensation Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

52

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/21/04 - A	The Coca-Cola Company *KO*		191216100			02/23/04		44,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director Herbert A. Allen		For
	1.2	Elect Director Ronald W. Allen		For
	1.3	Elect Director Cathleen P. Black		For
	1.4	Elect Director Warren E. Buffett		Withhold
	1.5	Elect Director Douglas N. Daft		For
	1.6	Elect Director Barry Diller		For
	1.7	Elect Director Donald R. Keough		For
	1.8	Elect Director Susan Bennett King		For
	1.9	Elect Director Maria Elena Lagomasino		For
	1.10	Elect Director Donald F. Mchenry		For
	1.11	Elect Director Robert L. Nardelli		For
	1.12	Elect Director Sam Nunn		For
	1.13	Elect Director J. Pedro Reinhard		For
	1.14	Elect Director James D. Robinson III		For
	1.15	Elect Director Peter V. Ueberroth		For
	1.16	Elect Director James B. Williams		For
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Operational Impact of HIV/AIDS Pandemic		For	For		ShrHoldr
	4	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	5	Prohibit Awards to Executives		Against	Against		ShrHoldr
	6	Submit Executive Compensation to Vote		Against	For		ShrHoldr
	7	Submit Executive Compensation to Vote		Against	Against		ShrHoldr
	8	Implement China Principles		Against	Against		ShrHoldr
	9	Separate Chairman and CEO Positions		Against	For		ShrHoldr
06/02/04 - A	The DirecTV Group, Inc *DTV*		25459L106			04/14/04		76,974
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/12/04 - A	The Gap, Inc. *GPS*		364760108			03/15/04		40,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	4	Limit Executive Compensation		Against	Against		ShrHoldr
03/31/04 - A	The Goldman Sachs Group, Inc. *GS*		38141G104			02/02/04		15,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr
05/20/04 - A	The Hartford Financial Services Group, Inc. *HIG*		416515104			03/22/04		22,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr

53

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/18/04 - A	The Interpublic Group of Companies, Inc. *IPG*		460690100			03/26/04		39,400
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director David A. Bell		For
	1.2	Elect Director Frank J. Borell		For
	1.3	Elect Director Reginald K. Brack		For
	1.4	Elect Director Jill M. Considine		For
	1.5	Elect Director Christopher J. Coughlin		For
	1.6	Elect Director John J. Donner, Jr.		For
	1.7	Elect Director Richard A. Goldstein		For
	1.8	Elect Director H. John Greenlaus		For
	1.9	Elect Director Michael I. Roth		For
	1.10	Elect Director J. Phillip Samper		Withhold
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	MacBride Principles		Against	Against		ShrHoldr
06/24/04 - A	The Kroger Co. *KR*		501044101			04/26/04		79,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr
	4	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	5	Submit Severance Agreement (Change-in-Control) to Shareholder Vote		Against	Against		ShrHoldr
05/26/04 - A	The Pepsi Bottling Group, Inc. *PBG*		713409100			03/29/04		20,600
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	Against		Mgmt
	3	Ratify Auditors		For	For		Mgmt
10/14/03 - A	The Procter & Gamble Company *PG*		742718109			08/01/03		31,640
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Non-Employee Director Omnibus Stock Plan		For	Against		Mgmt
		Shareholder Proposals
	4	Declassify the Board of Directors		Against	For		ShrHoldr
	5	Label Genetically Engineered Foods		Against	Against		ShrHoldr

54

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
11/21/03 - A	The Reader’s Digest Association, Inc. *RDA*		755267101			09/26/03		158,400
	1	Elect Directors		For	For		Mgmt
04/28/04 - A	The Sherwin-Williams Co. *SHW*		824348106			02/23/04		32,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James C. Boland		For
	1.2	Elect Director John G. Breen		For
	1.3	Elect Director Duane E. Collins		For
	1.4	Elect Director Christopher M. Connor		For
	1.5	Elect Director Daniel E. Evans		For
	1.6	Elect Director Susan J. Kropf		Withhold
	1.7	Elect Director Robert W. Mahoney		For
	1.8	Elect Director Gary E. McCullough		For
	1.9	Elect Director A. Malachi Mixon, III		For
	1.10	Elect Director Curtis E. Moll		Withhold
	1.11	Elect Director Joseph M. Scaminace		For
	1.12	Elect Director Richard K. Smucker		For
	2	Amend Bylaws		For	Against		Mgmt
	3	Amend Bylaws		For	For		Mgmt
	4	Amend Nomination Procedures for the Board		For	For		Mgmt
	5	Ratify Auditors		For	For		Mgmt
04/23/04 - A	The Stanley Works *SWK*		854616109			02/27/04		25,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Declassify the Board of Directors		Against	For		ShrHoldr

55

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/03/04 - A	The Walt Disney Company *DIS*		254687106			01/16/04		175,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director John E. Bryson		For
	1.2	Elect Director John S. Chen		For
	1.3	Elect Director Michael D. Eisner		Withhold
	1.4	Elect Director Judith L. Estrin		For
	1.5	Elect Director Robert A. Iger		For
	1.6	Elect Director Aylwin B. Lewis		For
	1.7	Elect Director Monica C. Lozano		For
	1.8	Elect Director Robert W. Matschullat		For
	1.9	Elect Director George J. Mitchell		For
	1.10	Elect Director Leo J. O’Donovan, S.J.		For
	1.11	Elect Director Gary L. Wilson		For
	2	Ratify Auditors		For	For		Mgmt
	3	China Principles		Against	Against		ShrHoldr
	4	Report on Supplier Labor Standards in China		Against	For		ShrHoldr
	5	Report on Amusement Park Safety		Against	Against		ShrHoldr
06/09/04 - A/S	Thunder Energy Inc. *THY.*		885914101			05/10/04		20,167
	1	Fix Number of Directors at Six		For	For		Mgmt
	2	Elect John Barford, Colin D. Boyer, John M. Clark, Douglas A. Dafoe, James M. Pasieka and J. W. Peltier as Directors		For	For		Mgmt
	3	Ratify Ernst & Young LLP as Auditors		For	For		Mgmt
	4	Amend Stock Option Plan to Increase Shares Issuable Thereunder		For	Against		Mgmt
07/31/03 - A	Tidewater Inc. *TDW*		886423102			06/02/03		29,200
	1	Elect Directors		For	For		Mgmt
04/20/04 - A	Timken Co. (The) *TKR*		887389104			02/20/04		41,400
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
06/02/04 - A	Toys ‘R’ Us, Inc. *TOY*		892335100			04/09/04		46,000
	1	Elect Directors		For	For		Mgmt
	2	Require a Majority Vote for the Election of Directors		Against	Against		ShrHoldr
05/13/04 - A	Transocean Inc. *RIG*		G90078109			03/18/04		96,000
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT.		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

56

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	Trex Company, Inc. *TWP*		89531P105			03/12/04		400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
03/25/04 - A	Tyco International Ltd. *TYC*		902124106			03/25/04		60,900
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	ADOPTION OF THE AMENDED AND RESTATED BYE-LAWS.		For	For		Mgmt
	4	APPROVAL OF TYCO 2004 STOCK AND INCENTIVE PLAN.		For	For		Mgmt
	5	SHAREHOLDER PROPOSAL REGARDING ENVIRONMENTAL REPORTING.		For	For		ShrHoldr
	6	SHAREHOLDER PROPOSAL TO CHANGE TYCO S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE.		Against	Against		ShrHoldr
	7	SHAREHOLDER PROPOSAL ON COMMON SENSE EXECUTIVE COMPENSATION.		Against	Against		ShrHoldr
04/20/04 - A	U.S. Bancorp *USB*		902973304			02/26/04		57,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Limit Executive Compensation		Against	Against		ShrHoldr
	4	Submit Executive Compensation to Vote		Against	For		ShrHoldr
	5	Amend Vote Requirements to Amend Articles/Bylaws/Charter		Against	For		ShrHoldr
06/08/04 - A	Union Planters Corp.		908068109			04/21/04		38,800
	1	Approve Merger Agreement		For	For		Mgmt
	2	Elect Directors		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Adjourn Meeting		For	For		Mgmt
	5	Limit Executive Compensation		Against	Against		ShrHoldr
04/28/04 - A	United Surgical Partners International Inc *USPI*		913016309			03/12/04		33,300
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt

57

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/14/04 - A	United Technologies Corp. *UTX*		913017109			02/17/04		16,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Disclosure of Executive Compensation		Against	Against		ShrHoldr
	4	Develop Ethical Criteria for Military Contracts		Against	Against		ShrHoldr
	5	Performance-Based/Indexed Options		Against	For		ShrHoldr
	6	Separate Chairman and CEO Positions		Against	For		ShrHoldr
05/19/04 - A	Universal Health Services, Inc. *UHS*		913903100			04/08/04		22,200
	1	Elect Directors		For	For		Mgmt
	2	Amend Restricted Stock Plan		For	For		Mgmt
05/12/04 - A	Univision Communications Inc. *UVN*		914906102			03/15/04		13,860
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
05/24/04 - A	Unocal Corp. *UCL*		915289102			03/25/04		37,200
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Deferred Compensation Plan		For	For		Mgmt
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	6	Limit Awards to Executives		Against	Against		ShrHoldr
	7	Establish Other Board Committee		Against	For		ShrHoldr
	8	Report on Greenhouse Gas Emissions		Against	Against		ShrHoldr
05/13/04 - A	UnumProvident Corporation *UNM*		91529Y106			03/26/04		32,700
	1	Elect Directors		For	For		Mgmt
	2	Approve Executive Incentive Bonus Plan		For	For		Mgmt
	3	Amend Employee Stock Purchase Plan		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
	5	Require Affirmative Vote of the Majority of the Shares to Elect Directors		Against	Against		ShrHoldr
	6	Establish Other Board Committee		Against	For		ShrHoldr

58

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
04/28/04 - A	Verizon Communications *VZ*		92343V104			03/01/04		49,900
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Restore or Provide for Cumulative Voting		Against	Against		ShrHoldr
	4	Require Majority of Independent Directors on Board		Against	Against		ShrHoldr
	5	Separate Chairman and CEO Positions		Against	For		ShrHoldr
	6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
	7	Submit Executive Compensation to Vote		Against	For		ShrHoldr
	8	Prohibit Awards to Executives		Against	Against		ShrHoldr
	9	Report on Stock Option Distribution by Race and Gender		Against	Against		ShrHoldr
	10	Report on Political Contributions/Activities		Against	Against		ShrHoldr
	11	Cease Charitable Contributions		Against	Against		ShrHoldr
05/19/04 - A	Viacom Inc. *VIA*		925524308			03/22/04		10,100
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director George S. Abrams		Withhold
	1.2	Elect Director David R. Andelman		For
	1.3	Elect Director Joseph A. Califano, Jr.		For
	1.4	Elect Director William S. Cohen		For
	1.5	Elect Director Philippe P. Dauman		For
	1.6	Elect Director Alan C. Greenberg		For
	1.7	Elect Director Mel Karmazin		For
	1.8	Elect Director Jan Leschly		For
	1.9	Elect Director David T. McLaughlin		For
	1.10	Elect Director Shari Redstone		Withhold
	1.11	Elect Director Sumner M. Redstone		Withhold
	1.12	Elect Director Frederic V. Salerno		Withhold
	1.13	Elect Director William Schwartz		Withhold
	1.14	Elect Director Patty Stonesifer		For
	1.15	Elect Director Robert D. Walter		For
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Amend Non-Employee Director Stock Option Plan		For	For		Mgmt

59

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
05/11/04 - A	Viad Corp. *VVI*		92552R109			03/12/04		38,900
	1	Elect Directors		For	For		Mgmt
	2	Amend Omnibus Stock Plan		For	For		Mgmt
	3	Approve Reverse Stock Split		For	For		Mgmt
	4	Ratify Auditors		For	For		Mgmt
05/12/04 - A	W-H Energy Services, Inc. *WHQ*		92925E108			03/30/04		30,101
	1	Elect Directors		For	For		Mgmt
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Approve Stock Award to Executive		For	For		Mgmt
06/06/03 - A	Wal-Mart Stores, Inc. *WMT*		931142103			04/08/03		54,770
	1	Elect Directors		For	For		Mgmt
	2	Amend Executive Incentive Bonus Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
		Shareholder Proposals
	4	Require Majority of Independent Directors on Board		Against	For		ShrHoldr
	5	Prohibit Auditor from Providing Non-Audit Services		Against	Against		ShrHoldr
	6	Performance-Based/Indexed Options		Against	Against		ShrHoldr
	7	Report on Impact of Genetically Engineered Foods		Against	Against		ShrHoldr
	8	Report on EEOC-Related Activities		Against	Against		ShrHoldr
	9	Implement and Monitor Code of Corporate Conduct - ILO Standards		Against	Against		ShrHoldr
	10	Submit Executive Compensation to Vote		Against	For		ShrHoldr
05/14/04 - A	Waste Management, Inc. *WMI*		94106L109			03/19/04		35,400
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Approve Omnibus Stock Plan		For	For		Mgmt
	4	Approve Executive Incentive Bonus Plan		For	For		Mgmt
05/07/04 - A	Western Gas Resources, Inc. *WGR*		958259103			03/26/04		5,000
	1	Elect Directors		For	Split		Mgmt
	1.1	Elect Director James A. Senty		For
	1.2	Elect Director Dean Phillips		For
	1.3	Elect Director Bill M. Sanderson		Withhold
	1.4	Elect Director Walter L. Stonehocker		Withhold
	2	Ratify Auditors		For	For		Mgmt

60

Mtg Date/Type	Company/ Ballot Issues		Security	Mgmt Rec	Vote Cast	Record Date	Prpnent	Shares Voted
03/22/04 - A	Whole Foods Market, Inc. *WFMI*		966837106			01/22/04		3,000
	1	Elect Directors		For	For		Mgmt
	2	Amend Stock Option Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote		Against	For		ShrHoldr
05/07/04 - A	WILLIS GROUP HOLDINGS LTD *WSH*		G96655108			03/09/04		21,600
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
04/22/04 - A	Wyeth *WYE*		983024100			03/12/04		14,500
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
	3	Report on Drug Pricing		Against	Against		ShrHoldr
	4	Amend Animal Testing Policy		Against	Against		ShrHoldr
04/30/04 - A	Xl Capital Ltd (Formerly Exel Ltd.) *XL*		G98255105			03/15/04		35,800
		Meeting for Holders of ADRs
	1	Elect Directors		For	For		Mgmt
	2	Ratify Auditors		For	For		Mgmt
05/21/04 - A	Yahoo!, Inc. *YHOO*		984332106			03/25/04		52,950
	1	Elect Directors		For	For		Mgmt
	2	Amend Employee Stock Purchase Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt
	4	Expense Stock Options		Against	For		ShrHoldr
05/20/04 - A	Yellow Roadway Corp. *YELL*		985577105			03/22/04		28,100
	1	Elect Directors		For	For		Mgmt
	2	Approve Omnibus Stock Plan		For	For		Mgmt
	3	Ratify Auditors		For	For		Mgmt

61

SIGNATURES

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

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

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

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