State Street Research Equity Trust NPX 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 811-4624

State Street Research Equity Trust
(exact name of registrant as specified in charter)

One Financial Center, Boston, MA			02111-2690
(eddress 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:	06/30

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 Global Resources Fund

Mtg
Date/Type

Company/
Ballot Issues

Security

Mgmt
Rec

Vote
Cast

Record
Date

Prpnent

Shares
Voted

06/03/03 - S

3TEC Energy Corporation

88575R308

04/11/03

223,300

Approve Merger Agreement

For

Mgmt

04/22/04 - A

Alcan Inc. *AL.*

013716105

03/03/04

7,296

Elect Directors

For

Split

Mgmt

1.1

Elect Director R. Berger

Withhold

1.2

Elect Director L.D. Desautels

For

1.3

Elect Director T. Engen

For

1.4

Elect Director L.Y. Fortier

For

1.5

Elect Director J.P. Jacamon

For

1.6

Elect Director W.R. Loomis

For

1.7

Elect Director Y. Mansion

For

1.8

Elect Director C. Morin-Postel

For

1.9

Elect Director J.E. Newall

For

1.10

Elect Director G. Saint-Pierre

For

1.11

Elect Director G. Schulmeyer

For

1.12

Elect Director P.M. Tellier

For

1.13

Elect Director M.K. Wong

For

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

04/22/04 - A

Arch Coal, Inc. *ACI*

039380100

03/01/04

611,200

Elect Directors

For

Mgmt

06/22/04 - A

AXMIN INC.(formerly ASQUITH RES INC)

05461V102

05/14/04

1,290,500

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Elect Jean Claude Gandur, Michael P. Martineau, Jonathan J. Forster, Michael S. Ebsary, Robert W. Jackson, Edward J. Reeve, Robert L. Shirriff, and Anthony Walsh as Directors

For

Mgmt

03/24/04 - S

BADGER INCOME FUND (formerly Badger Daylighting Inc.) *BAD.U*

056904105

02/13/04

375,000

Approve Conversion to an Income Fund

For

Mgmt

Approve the Long Term Incentive Plan

For

Mgmt

Mgmt Rec - Company Management Recommended Vote

08/28/03 - S

Baytex Energy Ltd.

07317G107

07/30/03

1,142,748

Approve the Creation of Baytex Energy Trust and Crew Energy Inc.

For

Mgmt

Amend Baytex Energy Ltd. Stock Option Plan

For

Mgmt

Approve Baytex Energy Trust Unit Rights Incentive Plan up to 5.8 Million Units

For

Mgmt

Approve Crew Energy Inc. Stock Option Plan up to 417,000 Shares

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

05/17/04 - A

BAYTEX ENERGY TR *BTE.U*

073176109

04/12/04

1,192,748

Fix Number of Directors

For

Mgmt

Elect John A. Brussa, W.A Blake Cassidy, Raymond T. Chan, Edward Chwyl, Dale O. Shwed and Naveen Dargan as Directors

For

Mgmt

Ratify Deloitte & Touche LLP as Auditors.

For

Mgmt

05/26/04 - A/S

Bce Inc. *BCE.*

05534B109

04/05/04

710

Management Proposals

Elect Directors

For

Mgmt

Appoint Deloitte & Touche LLP as Auditors

For

Mgmt

Shareholder Proposals

Disclose Director Nominee Directorships for Past Five Years

For

ShrHoldr

Prohibit CEO from Sitting on Other Boards

Against

ShrHoldr

Disclose Total Value of Pension Benefits of Senior Executives

Against

ShrHoldr

Adopt By-Law Providing that Insiders Give Notice of Stock Trades and Stock Option Exercises

Against

ShrHoldr

Prohibit Auditors from Providing Non-Audit Services

Against

ShrHoldr

01/22/04 - A

BJ Services Company *BJS*

055482103

12/05/03

50,000

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Shareholder Proposal

Report on Foreign Operations Risk

Against

ShrHoldr

05/11/04 - A

Cal Dive International, Inc. *CDIS*

127914109

03/24/04

100,000

Elect Directors

For

Mgmt

05/04/04 - A/S

CASE RES INC *CAZ*

14745A108

03/26/04

1,800,000

Elect Gordon W. Cameron, Larry A. Shaw, Werner A. Siemens, and A. Jeffery Tonken as Directors

For

Mgmt

Appoint Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

06/09/04 - A/S

Cavell Energy Corp *KVL*

149600108

04/30/04

293,700

Elect David J. Evans, Henry J. Knowles, Bryan H. Lawrence, Murray D. McCartney, Glen A. Volk and Stanley H. Wong as Directors

For

Against

Mgmt

Ratify KPMG LLP as Auditors

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Amend Stock Option Plan to Increase Shares Reserved Thereunder

For

Against

Mgmt

06/09/03 - A

Cequel Energy Inc(formerly ARGONAUTS GROUP LTD) *CQL*

15670Q109

05/08/03

83,200

Elect Donald F. Archibald, Fred C. Coles, Geoffrey A. Cumming, Douglas A. Dafoe and Max Muselius as Directors

For

Mgmt

Ratify Deloitte & Touche LLP as Auditors

For

Mgmt

06/28/04 - A/S

Cequel Energy Inc(formerly ARGONAUTS GROUP LTD) *CQL*

15670Q109

05/28/04

55,800

Approve Plan of Arrangement with Progress Energy Under Section 193 of the Business Corporations Act (Alberta)

For

Mgmt

Approve Stock Option Plan for Cyries Energy Inc.

For

Against

Mgmt

Approve Stock Option Plan for ProEx Energy Inc

For

Against

Mgmt

Approve Performance Unit Plan for Progress Energy Trust

For

Mgmt

Approve Issuance of Trust Units of the Trust in Private Placement

For

Mgmt

Approve Issuance of Shares of Cyries, Warrants and Performance Shares in Private Placements

For

Mgmt

Approve Issuance of Shares of ProEx, Warrants and Performance Shares in Private Placements

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Elect Donald F. Archibald, Fredric C. Coles, Geoffrey A. Cumming, Douglas A. Dafoe, Max Muselius as Directors

For

Mgmt

Ratify Deloitte & Touche as Auditors

For

Mgmt

06/06/03 - A

Chesapeake Energy Corp. *CHK*

165167107

04/09/03

164,800

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Against

Mgmt

05/04/04 - A

Clayton Williams Energy, Inc. *CWEI*

969490101

03/22/04

321,130

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

06/02/04 - A/S

CLEAR ENERGY INC *CEN.*

184549103

04/23/04

10,966

Elect Jeffrey Boyce, Charles Berard, Larry Macdonald and W. Peter Comber as Directors

For

Mgmt

Appoint Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

05/10/04 - A

Comstock Resources, Inc. *CRK*

205768203

04/12/04

120,300

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/25/04 - A

Crew Energy Inc (Formerly Crew Development Corp) *CR.*

226533107

04/12/04

502,215

Fix Number of Directors at Six.

For

Mgmt

Elect Dale O. Shwed, John A. Brussa, Raymond T. Chan, Fred C. Coles, Gary J. Drummond and Dennis L. Nerland as Directors

For

Mgmt

Ratify KPMG LLP as Auditors and Authorise Directors to Fix Remuneration.

For

Mgmt

06/26/03 - A/S

Crystallex International Corp.

22942F101

04/28/03

400

Elect Robert Fung, Marc Oppenheimer, Michael Brown, William Longden, David Matheson, Harry Near, Armado Zullo as Directors

For

Mgmt

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Change Location of Registered Office

For

Mgmt

Reconfirm Shareholder Rights Plan (Poison Pill)

For

Against

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Approve Issuance Of Up to One Million Shares to Satisfy Legal Expenses

For

Mgmt

06/01/04 - A/S

Crystallex International Corp.

22942F101

04/13/04

183,800

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

Mgmt

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Share Option Incentive Plan

For

Against

Mgmt

05/20/04 - A/S

DEFIANT ENERGY CORP *DEF.*

24476W104

04/08/04

137,800

Fix Number of Directors at Five

For

Mgmt

Elect David J. Evans, Timothy V. Dunne, Naveen Dargan, Gary R. Bugeaud, Richard M. Cooper as Directors

For

Mgmt

Approve KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Amend Stock Option Plan in Anticipation of New TSX Stock Option Plan Rules.

For

Against

Mgmt

05/12/04 - A

Denbury Resources Inc. *DNR*

247916208

03/31/04

273,800

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

06/11/03 - A

Devon Energy Corp. *DVN*

25179M103

05/05/03

117,534

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

06/08/04 - A

Devon Energy Corp. *DVN*

25179M103

04/09/04

294,200

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Require a Majority Vote for the Election of Directors

Against

ShrHoldr

06/24/04 - A/S

Endev Energy Inc (Formerly Flock Resources Ltd) *ENE*

29258V109

05/06/04

1,517,200

Fix Number of Directors at five

For

Mgmt

Elect John F. Driscoll, John A. Brussa, Jeffery E. Errico, Richard J. Zarzeczny, and John Nestor as Directors

For

Withhold

Mgmt

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Other Business

For

Against

Mgmt

05/13/04 - A/S

ESPRIT EXPL LTD *EEE.*

29666K109

04/08/04

2,934,100

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Fix Number of Directors

For

Mgmt

Elect George W. Watson, Donald R. Gardner, Kyle D. Kitawaga, John E. Panneton, D. Michael G. Stewart, Stephen J. Savidant as Directors

For

Mgmt

Adopt New By-Law No. 1

For

Mgmt

05/06/04 - A

Fording Canadian Coal Trust (Formerly FORDING INC) *FDG.U*

345425102

03/31/04

6,700

Elect Trustee Lloyd I. Barber

For

Mgmt

Elect Trustee Michael A. Grandin

For

Mgmt

Elect Trustee Michael S. Parrett

For

Mgmt

Elect Trustee Harry G. Schaefer

For

Mgmt

Elect Trustee Peter Valentine

For

Mgmt

Elect Trustee Robert J. Wright

For

Mgmt

Elect Trustee John B. ZaoZirny

For

Mgmt

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

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

12/31/03 - A

Frontline Ltd. (Formerly London & Overseas Freighters) *FRO*

G3682E127

11/27/03

101,510

Accept Financial Statements and Statutory Reports (Non-Voting)

None

Mgmt

Fix Maximum Number of Directors at Six

For

Mgmt

Authorize Board to Fill Vacancies

For

Mgmt

Re-Elect John Fredrisken as a Director

For

Mgmt

Re-Elect Olav Troim as a Director

For

Mgmt

Re-Elect Kate Blakenship as a Director

For

Mgmt

Approve PricewaterhouseCoopers DA as Auditors and Authorize Board to Fix Their Remuneration

For

Mgmt

04/05/04 - S

Frontline Ltd. (Formerly London & Overseas Freighters) *FRO*

G3682E127

03/05/04

192,800

Meeting for Holders of ADRs

TO APPROVE AMENDMENTS TO THE COMPANY S BYE-LAW 1, AS MORE FULLY DESCRIBED IN THE NOTICE OF MEETING.

For

Mgmt

TO APPROVE AN AMENDMENT TO THE COMPANY S BYE-LAW 47. BY THE REPLACEMENT OF THE WORDS NASDAQ STOCK MARKET BY THE WORDS NEW YORK STOCK EXCHANGE IN THE FIRST SENTENCE.

For

Mgmt

TO APPROVE AN AMENDMENT TO THE COMPANY S BYE-LAWS, AS MORE FULLY DESCRIBED IN THE NOTICE OF MEETING.

For

Mgmt

TO APPROVE AN AMENDMENT TO THE COMPANY S BYE-LAW 116. BY THE INCLUSION OF THE TERM OR PROCEEDS OF SHARE REPURCHASE THROUGHOUT.

For

Mgmt

TO APPROVE THE COMPULSORY REPURCHASE OF ALL REGISTERED SHAREHOLDINGS OF 49 OR LESS OF THE COMPANY S ORDINARY SHARES.

For

Mgmt

05/11/04 - A

Global Industries, Ltd. *GLBL*

379336100

04/01/04

165,996

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

04/29/04 - A/S

Great-West Lifeco Inc. *GWO.*

39138C106

03/10/04

3,331

Amend Articles to Decrease the Number of Directors From 22 to 21

For

Mgmt

Elect Directors

For

Split

Mgmt

2.1

Elect Directors G.S. Asper

For

2.2

Elect Directors J.W. Burns

For

2.3

Elect Directors O.T. Dackow

For

2.4

Elect Directors A. Desmarais

For

2.5

Elect Directors P. Desmarais, Jr.

Withhold

2.6

Elect Directors R. Gratton

Withhold

2.7

Elect Directors D. Johnson

For

2.8

Elect Directors K.P. Kavanagh

For

2.9

Elect Directors Peter Kruyt

For

2.10

Elect Directors J. Blair MacAulay

For

2.11

Elect Directors Hon. D.F. Mazankowski

For

2.12

Elect Directors W.T. McCallum

For

2.13

Elect Directors R.L. McFeetors

For

2.14

Elect Directors Randall L. Moffat

Withhold

2.15

Elect Directors Jerry E.A. Nickerson

For

2.16

Elect Directors David A. Nield

For

2.17

Elect Directors R.J. Orr

Withhold

2.18

Elect Directors G.F. Osbaldeston

For

2.19

Elect Directors M. Plessis-Belair

Withhold

2.20

Elect Directors G. St-Germain

For

2.21

Elect Directors G. Veilleux

For

Ratify Deloitte & Touche LLP as Auditors

For

Mgmt

05/11/04 - A

Grey Wolf, Inc. *GW*

397888108

03/25/04

471,900

Elect Directors

For

Split

Mgmt

1.1

Elect Director James K. B. Nelson

Withhold

1.2

Elect Director Robert E. Rose

For

05/19/04 - A

Halliburton Co. *HAL*

406216101

03/22/04

250,000

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Review/Report on Operations in Iran

Against

ShrHoldr

Require Affirmative Vote of a Majority of the Shares to Elect Directors

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

05/20/04 - A

Hanover Compressor Co. *HC*

410768105

03/31/04

192,158

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

04/28/04 - S

Impact Energy, Inc.

45254X105

03/29/04

600,000

Approve Plan of Arrangement with Thunder Energy Inc

For

Mgmt

09/11/03 - S

Interoil Corp. *IOL.*

460951106

08/12/03

156,500

Approve Issuance of 862,500 Shares in One or More Private Placements

For

Mgmt

Approve Issuance of 755,000 Shares in One or More Private Placements

For

Mgmt

Approve Issuance of Rights in One or More Private Placements

For

Mgmt

Approve Issuance of Rights in One or More Private Placements

For

Mgmt

Approve Issuance of 2.2 Million Shares in One or More Private Placements

For

Mgmt

Approve Issuance of 1 Million Shares in One or More Private Placements

For

Mgmt

06/29/04 - A/S

Interoil Corp. *IOL.*

460951106

05/10/04

156,500

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

Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Approve Stock Option Grant to Christian M. Vinson

For

Mgmt

Approve Stock Option Grant to Roger N. Grundy

For

Mgmt

Approve Stock Option Grant to Gaylen Byker

For

Mgmt

Approve Stock Option Grant to G. Michael Folie

For

Mgmt

Approve Stock Option Grant to Edward Speal

For

Mgmt

Approve Stock Option Grant to Phil Mulacek

For

Mgmt

06/11/04 - A

MAG SILVER CORP

55903Q104

05/05/04

714,200

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Elect Directors

For

Mgmt

Approve an amendment to the provisions governing the release of shares of the Company currently held in escrow

For

Mgmt

06/03/04 - A

MarkWest Hydrocarbon, Inc. *MWP*

570762104

04/12/04

124,320

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/18/04 - A

Massey Energy Company *MEE*

576206106

03/31/04

908,400

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

05/03/04 - A

Maverick Tube Corp. *MVK*

577914104

03/05/04

537,700

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Non-Employee Director Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

12/17/03 - S

McDermott International, Inc. *MDR*

580037109

11/07/03

458,887

Approve Proposed Settlement Agreement with The Babcock & Wilcox Company

For

Mgmt

05/13/04 - A

Methanex Corp. *MX.*

59151K108

03/22/04

50,000

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Authorize Board to Fix Remuneration of the Auditors

For

Mgmt

05/27/04 - A/S

Midnight Oil & Gas Ltd (Formerly Foothills Oil & Gas Ltd) *MOG.*

597898105

04/12/04

41,500

Elect Fred Woods, Anthony Lambert, Paul Moynihan, Jay Squiers and Chris von Vegesack as Directors

For

Mgmt

Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

06/17/04 - A/S

MUSTANG RES INC CDA

62820Q100

05/14/04

177,700

Fix Number of Directors at four

For

Mgmt

Elect Richard A.M. Todd, Donald Archibald, Bill Friley, Jr., and Kel Johnston as Directors

For

Mgmt

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Approve and Ratify Corporation’s current Stock Option Plan

For

Against

Mgmt

Approve adoption of a new Stock Option Plan to be implemented upon listing of the shares on the Toronto Stock Exchange

For

Against

Mgmt

06/01/04 - A

Nabors Industries, Ltd. *NBR*

G6359F103

04/08/04

246,500

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

SHAREHOLDER PROPOSAL TO CHANGE NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE.

Against

Mgmt

05/27/04 - A/S

NAV ENERGY TRUST *NVG.U*

6287ER102

04/14/04

33,766

Fix Number of Directors at Six

For

Mgmt

Elect John Brussa, James Davie, Ronald McIntosh, Johannes Nieuwenburg, Thomas Stan and Rodger Tourigny as Directors of Navigo Energy Inc

For

Mgmt

Appoint Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Increase Number of Units Issuable under Trust Unit Rights Incentive Plan

For

Against

Mgmt

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

113,000

Approve Reorganization Plan

For

Mgmt

Approve Unit Incentive Plan up to 1,235,360 Units

For

Against

Mgmt

Approve Stock Option Plan up to 1,442,000 Common Shares

For

Against

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

05/06/04 - A

Nevsun Resources Ltd. *NSU*

64156L101

03/22/04

714,800

Elect R. Stuart Angus, John A. Clarke, Clifford T. Davis, Robert J. Gayton, Gary E. German and Gerard E. Munera as Directors

For

Mgmt

Ratify KPMG LLP as Auditors

For

Mgmt

Authorize Board to Fix Remuneration of the Auditors

For

Mgmt

05/06/04 - A

Newfield Exploration Co. *NFX*

651290108

03/19/04

377,462

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Ratify Auditors

For

Mgmt

06/11/03 - A

Newpark Resources, Inc. *NR*

651718504

04/15/03

496,306

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

06/09/04 - A

Newpark Resources, Inc. *NR*

651718504

04/14/04

368,510

Elect Directors

For

Mgmt

Approve Non-Employee Director Stock Option Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/04/04 - A/S

Nexen (formerly Canadian Occidental Petroleum Ltd.) *NXY.*

65334H102

03/17/04

200,000

Management Proposals

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Adopt New By-Laws

For

Mgmt

Amend Stock Option Plan to Increase the Number of Shares Reserved

For

Mgmt

Amend Stock Option Plan to Allow for Share Appreciation Rights

For

Mgmt

Shareholder Proposals

Develop Senior Executive Compensation Plans Utilizing Performance and Time-Based Restricted Shares

Against

ShrHoldr

Issue Climate Change Risks and Liabilities Report

Against

ShrHoldr

09/18/03 - A/S

Niko Resources Ltd. *NKO.*

653905109

08/15/03

55,500

Fix Number of Directors

For

Mgmt

Elect Robert N. Ohlson, Robert R. Hobbs, Edward S. Sampson, Conrad P. Kathol, Wendell W. Robinson as Directors

For

Mgmt

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

04/22/04 - A

NOBLE CORP *NE*

G65422100

03/04/04

90,700

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/20/04 - A/S

NORTH ATLANTIC NICKEL CORP

657330106

04/21/04

600,000

Elect Jon North, Lyle R. Hepburn, Robert W. Hodder, Anthony P.L. Lloyd, and J. Scott Waldie as Directors

For

Mgmt

Reappoint Auditors

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Against

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Change Company Name

For

Mgmt

05/11/04 - A/S

Novagold Resources, Inc. *NG.*

66987E206

04/05/04

200,000

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

Increase Authorized Common Stock to One Billion Common Shares

For

Mgmt

05/12/04 - A

NS Group, Inc. *NSS*

628916108

03/04/04

100,143

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Non-Employee Director Omnibus Stock Plan

For

Mgmt

06/16/04 - A/S

Oilexco Incorporated (Formerly Triple 8 Energy Corp)

677909103

05/07/04

161,800

Fix Number of Directors at Five

For

Mgmt

Elect D.B Copeland, John F. Cowan, Arthur S. Millholland, Brian L. Ward, W. Fraser Grant as Directors

For

Mgmt

Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

05/27/04 - A/S

Olympia Energy Inc.

68147L104

04/27/04

467,400

Elect Peter M. Salamon, Ray T. Dobek, John J. Poetker, Brian J. Mellum, John J. Brown and Kenneth Faircloth as Directors

For

Abstain

Mgmt

Appoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Approve Arrangement Resolution

For

Mgmt

Approve Stock Option Plan for Accrete Energy Inc

For

Against

Mgmt

Approve Option Grants to Insiders

For

Against

Mgmt

Approve Issuance of 5,000,000 Accrete Energy Shares in Private Placement

For

Mgmt

Approve Future Issuances of Accrete Energy Shares in One or More Private Placements

For

Mgmt

05/25/04 - A

OMI Corporation - New *OMM*

Y6476W104

03/24/04

553,103

Elect Directors

For

Split

Mgmt

1.1

Elect Director Michael Klebanoff

Withhold

1.2

Elect Director Donald C. Trauscht

For

Ratify Auditors

For

Mgmt

06/29/04 - A

PATTERSON-UTI ENERGY INC. *PTEN*

703481101

05/28/04

636,204

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/06/04 - A

Peabody Energy Corp. *BTU*

704549104

03/15/04

425,000

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Require Majority of Independent Directors on Board

Against

For

ShrHoldr

05/04/04 - A

Penn Virginia Corp. *PVA*

707882106

03/09/04

250,000

Elect Directors

For

Mgmt

05/04/04 - A

PETROKAZAKHSTAN INC (Formerly Hurricane Hydrocarbons Ltd) *PKZ.*

71649P102

04/02/04

482,300

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

Mgmt

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

05/13/04 - A

Pioneer Natural Resources Co. *PXD*

723787107

03/17/04

100,000

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

06/03/03 - A

Plains Exploration & Production Co *PXP*

726505100

04/04/03

351,942

Issue Shares in Connection with an Acquisition

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/14/04 - S

Plains Exploration & Production Co *PXP*

726505100

04/12/04

9,600

Approve Merger Agreement

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/18/04 - A

Pride International, Inc. *PDE*

74153Q102

03/22/04

100,000

Elect Directors

For

Split

Mgmt

1.1

Elect Director Robert L. Barbanell

For

1.2

Elect Director Paul A. Bragg

For

1.3

Elect Director David A.B. Brown

For

1.4

Elect Director J.C. Burton

For

1.5

Elect Director Jorge E. Estrada

For

1.6

Elect Director William E. Macaulay

For

1.7

Elect Director Ralph D. Mcbride

Withhold

1.8

Elect Director David B. Robson

For

Approve Non-Employee Director Stock Option Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/13/04 - A/S

Progress Energy Ltd. *PGX.U*

742981103

04/08/04

306,700

Fix Number of Directors at Six

For

Mgmt

Elect John M. Stewart, David D. Johnson, John A. Brussa, Frederick C. Coles, Gary E. Perron and Terrance D. Svarich as Directors

For

Mgmt

Approve KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan to Increase Shares Reserved Thereunder

For

Against

Mgmt

Amend Stock Option Plan to Convert to Rolling Plan

For

Against

��

Mgmt

06/28/04 - A/S

Progress Energy Ltd. *PGX.U*

742981103

05/28/04

306,700

Approve Plan of Arrangement with Cequel Energy

For

Mgmt

Approve Stock Option Plan for Cyries Energy

For

Against

Mgmt

Approve Stock Option Plan for ProEx Energy

For

Against

Mgmt

Approve a Performance Unit Incentive Plan for Progress Energy Trust

For

Mgmt

Approve Issuance of Trust Units of Trust in Private Placement

For

Mgmt

Approve Issuance of Shares of Cyries, Warrants and Performance Shares in Private Placements

For

Mgmt

Approve Issuance of Shares of ProEx, Warrants and Performance Shares in Private Placements

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

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

Mgmt

Ratify KPMG LLP as Auditors

For

Mgmt

09/03/03 - S

Purcell Energy Ltd *PEL.*

745910109

08/04/03

735,620

Approve Issuance of Shares in a Private Placement

For

Mgmt

Elect Owen C. Pinnell and Harry B. Wheeler as Directors

For

Mgmt

06/16/04 - A/S

QUEST CAP CORP NEW *QC.A*

74835U109

05/05/04

61,000

Fix Number of Directors at nine

For

Mgmt

Elect Directors

For

Mgmt

Appoint Auditors

For

Mgmt

Authorize Board to Fix Remuneration of the Auditors

For

Mgmt

Amend Notice of Articles to delete certain Pre-Existing Company Provisions

For

Mgmt

Increase Authorized Capital to an unlimited number of Class A Shares, Class B Shares, First Preferred Shares and Second Preferred Shares

For

Mgmt

Adopt New Articles of Association/Charter

For

Against

Mgmt

Amend Articles relating to the rights, privileges, restrictions and conditions attaching to the Class A Shares and the Class B Shares

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Other Business

For

Against

Mgmt

06/01/04 - A/S

RADIUS EXPLORATIONS LTD

749957106

04/02/04

569,700

Approve Amalgamation Agreement with PilaGold Inc.

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

05/06/04 - A/S

REAL RESOURCES LTD *RER.*

755902202

04/01/04

200,000

Elect Lowell E. Jackson, Dallas L. Droppo, Frans Burger, Martin G. Abbott, D. Nolan Blades and Robert B. Michaleski as Directors

For

Mgmt

Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

06/04/03 - A

Reliant Energy Inc. *RRI*

75952B105

04/07/03

394,800

Elect Director Joel V. Staff

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Employee Stock Purchase Plan

For

Mgmt

Other Business

For

Abstain

Mgmt

05/24/04 - A

Remington Oil & Gas Corp. *REM*

759594302

03/31/04

97,850

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Against

Mgmt

06/05/03 - A

RIO ALTO RESOURCES INTERNATIONAL INC

766893101

04/28/03

429,700

Fix Number of Directors at Five

For

Mgmt

Elect John A. Brussa, Richard T. Cones, R. James Brown and Lloyd C. Swift as Directors

For

Mgmt

Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

06/17/03 - A/S

Romarco Minerals Inc. *R.*

775903206

05/14/03

223,000

Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Elect David Beling, Diane Garrett, Leendert Krol, Ralf Langner, Don MacDonald, Joseph van Bastelaar, Robert van Doom as Directors

For

Mgmt

Amend Bylaws

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Approve Stock Option Grants to a New Director

For

Mgmt

Other Business

For

Against

Mgmt

06/24/04 - A/S

Romarco Minerals Inc. *R.*

775903206

05/18/04

223,000

Elect David C. Beling as Director

For

Mgmt

Elect Diane R. Garrett as Director

For

Mgmt

Elect Leendert G. Krol as Director

For

Mgmt

Elect Ralf O. Langner as Director

For

Withhold

Mgmt

Elect R.J. MacDonald as Director

For

Mgmt

Elect Robert van Doorn as Director

For

Mgmt

Elect Edward van Ginkel as Director

For

Mgmt

Ratify KPMG LLP as Auditors

For

Mgmt

Authorize Board to Fix Remuneration of the Auditors

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

Other Business

For

Against

Mgmt

04/23/04 - A

Rowan Companies, Inc. *RDC*

779382100

03/01/04

266,500

Elect Directors

For

Mgmt

06/05/03 - A/S

SOUTHWESTERN RESOURCES (formerly Southwestern Gold Corp). *SWG.*

845770106

04/22/03

242,800

Elect Directors

For

Mgmt

Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

06/03/04 - A/S

SOUTHWESTERN RESOURCES (formerly Southwestern Gold Corp). *SWG.*

845770106

04/21/04

40,000

Fix Number of Directors at Six

For

Mgmt

Elect Directors

For

Mgmt

Ratify Deloitte & Touche as Auditors and Authorise Directors to Fix Remuneration

For

Mgmt

Amend Company’s Notice of Articles to Delete Certain Pre-Existing Company Provisions

For

Mgmt

Amend Company’s Notice of Articles to Change Authorised Capital to an Unlimited Number of Common Shares

For

Mgmt

Adopt New Articles

For

Against

Mgmt

Approve 2:1 Stock Split

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

05/27/04 - A/S

STARPOINT ENERGY LTD *SPN.*

855568101

04/19/04

625,900

Fix Number of Directors

For

Mgmt

Elect Paul Colborne, Jim Bertram, Fred Coles, Kenney Cugnet, Ian Dundas, Robert G. Peters, James M. Pasieka as Directors

For

Mgmt

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

02/16/04 - A/S

SUNRIDGE GOLD CORP

86769Q102

01/12/04

122,100

Ratify Manning Elliot, Chartered Accountants, as Auditors

For

Mgmt

Authorize Board to Fix Remuneration of the Auditors

For

Mgmt

Fix Number of Directors at Five

For

Mgmt

Elect Craig Angus as Director

For

Mgmt

Elect Don Halliday as Director

For

Withhold

Mgmt

Elect Michael Griffiths as Director

For

Mgmt

Elect Michael Hopley as Director

For

Mgmt

Elect Doris Meyer as Director

For

Withhold

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

To Grant Proxyholder Authority to Vote at his/her Discretion on any other Business, Amendment or Variation

None

Abstain

Mgmt

05/18/04 - A/S

TEMPEST ENERGY CORP *TMY.A*

879778108

04/16/04

200,000

Meeting For Holders of Class A and Class B Shares

Fix Number of Directors at four

For

Mgmt

Elect A. Scott Dawson, Harley L. Winger, Kenneth J. Faircloth, and Kenneth S. Woolner as Directors

For

Withhold

Mgmt

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

06/02/03 - A/S

TERRAQUEST ENERGY CORP

88103P105

04/28/03

332,900

Fix Number of Directors

For

Mgmt

Elect R. James Brown, Kerry Lyons, Robert Puchniak, Lorenzo Donadeo, William Maslechko as Directors

For

Mgmt

Appoint Collins Barrow Calgary LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

02/25/04 - S

TERRAQUEST ENERGY CORP

88103P105

01/26/04

332,900

Approve Merger Agreement

For

Mgmt

Approve Stock Option Plan up to Ten Percent of Outstanding Shraes

For

Against

Mgmt

06/09/04 - A/S

Thunder Energy Inc. *THY.*

885914101

05/10/04

181,732

Fix Number of Directors at Six

For

Mgmt

Elect John Barford, Colin D. Boyer, John M. Clark, Douglas A. Dafoe, James M. Pasieka and J. W. Peltier as Directors

For

Mgmt

Ratify Ernst & Young LLP as Auditors

For

Mgmt

Amend Stock Option Plan to Increase Shares Issuable Thereunder

For

Against

Mgmt

02/11/04 - S

TMBR/Sharp Drilling, Inc.

87257P101

01/05/04

136,800

Approve Merger Agreement

For

Mgmt

Adjourn Meeting

For

Against

Mgmt

05/06/04 - A

Tom Brown, Inc.

115660201

03/09/04

130,900

Elect Directors

For

Split

Mgmt

1.1

Elect Director David M. Carmichael

For

1.2

Elect Director Henry Groppe

Withhold

1.3

Elect Director Edward W. LeBaron, Jr.

For

1.4

Elect Director James D. Lightner

For

1.5

Elect Director John C. Linehan

��

For

1.6

Elect Director Wayne W. Murdy

For

1.7

Elect Director James B. Wallace

For

1.8

Elect Director Robert H. Whilden, Jr.

For

Increase Authorized Common Stock

For

Mgmt

09/30/03 - A/S

Tullaree Capital Inc.

899400105

08/13/03

325,580

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Elect Directors

For

Split

Mgmt

2.1

Elect Director Jeffrey S. Watts

Withhold

2.2

Elect Director Michael Bapty

For

2.3

Elect Director Magaly Bianchini

For

2.4

Elect Director Cynthia Lewis

For

Approve 15:1 Reverse Stock Split

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

06/05/03 - A

Upton Resources Inc.

91685D102

05/06/03

400,000

Fix Number of Directors

For

Mgmt

Elect William Dutton, Scott Dutton, Anthony Bogert, Grant Devine, Craig Dutton, Garry Huntington, Paul Schoenhals, Ronald Woods as Directors

For

Mgmt

Appoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

05/18/04 - A

VERMILION ENERGY TR *VET.U*

923728109

04/02/04

242,600

Ratify Auditors of the Trust

For

Mgmt

Elect Larry J. Macdonald, Jeffrey S. Boyce, Claudio A. Ghersinich, Lorenzo Donadeo, Joseph F. Killi as Directors of Vermilion Resources Ltd

For

Mgmt

Amend Trust Unit Rights Incentive Plan

For

Against

Mgmt

04/29/04 - A/S

VICEROY EXPL LTD

925621104

03/29/04

18,300

Appoint Auditors and Authorize Board to Fix Remuneration of Auditors

For

Mgmt

Elect Directors

For

Split

Mgmt

2.1

Elect Director W. David Black

For

2.2

Elect Director Eric Cunningham

For

2.3

Elect Director Patrick G. Downey

Withhold

2.4

Elect Director Michael H. Halvorson

For

2.5

Elect Director Robert V. Matthews

For

2.6

Elect Director Ronald K. Netolitzky

For

Approve Stock Option Plan and ratify previously granted options

For

Against

Mgmt

Amend Articles Re: votes required for special resolutions

For

Mgmt

Approve Unlimited Capital Authorization

For

Against

Mgmt

Amend Articles

For

Against

Mgmt

Other Business

For

Abstain

Mgmt

06/18/03 - A/S

Viceroy Resource Corp.

92564C108

05/13/03

183,000

Fix Number of Directors at Ten

For

Mgmt

Elect W. David Black as a Director

For

Mgmt

Elect Michael Halvorson as a Director

For

Mgmt

Elect Ronald Netolitzky as a Director

For

Mgmt

Elect A. Murray Sinclair as a Director

For

Mgmt

Elect Michael Winn as a Director

For

Mgmt

Elect Brian Bayley as a Director

For

Mgmt

Elect Edward Mercaldo as a Director

For

Mgmt

Elect Robert Atkinson as a Director

For

Mgmt

Elect Henry Knowles as a Director

For

Mgmt

Elect Daniel Goodman as a Director

For

Mgmt

Appoint PricewaterhouseCoopers LLP as Auditors

For

Mgmt

Authorize Board to Fix Remuneration of the Auditors

For

Mgmt

Approve Arrangement Resolution

For

Mgmt

Approve Stock Option Plan

For

Against

Mgmt

Approve Private Placement

For

Mgmt

Approve Issuance of Shares in One or More Future Private Placements

For

Mgmt

Other Business (Voting)

For

Abstain

Mgmt

05/07/04 - A

Western Gas Resources, Inc. *WGR*

958259103

03/26/04

278,946

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

Ratify Auditors

For

Mgmt

11/24/03 - A/S

X-Cal Resources, Ltd. *XCL.*

98370R106

10/24/03

1,755,500

Ratify Auditors

For

Mgmt

Ratify Acts of Officers and Directors

For

Mgmt

Elect Directors

For

Split

Mgmt

3.1

Elect Director Shawn M. Kennedy

Withhold

3.2

Elect Director John M. Arnold

For

3.3

Elect Director William E. Bateman

For

3.4

Elect Director Daniel W. Kappes

For

3.5

Elect Director Derek Bartlett

For

Approve Issuance of Shares in One or More Private Placements

For

Mgmt

Amend Stock Option Plan

For

Against

Mgmt

Change Company Name to X-Cal Gold Ltd.

For

Mgmt

Approve Continuation of Company Under Ontario Business Corporation Act

For

Mgmt

Approve Sale of Company Assets

For

Mgmt

Amend Memorandum Re: Increase Authorized Capital

For

Mgmt

05/18/04 - A

XTO ENERGY CORP *XTO*

98385X106

03/31/04

420,832

Elect Directors

For

Split

Mgmt

1.1

Elect Director Phillip R. Kevil

Withhold

1.2

Elect Director Scott G. Sherman

For

1.3

Elect Director Bob R. Simpson

For

Increase Authorized Common Stock

For

Mgmt

Vote Summary Report

Jul 01, 2003 - Jun 30, 2004

State Street Research Large-Cap Value Fund

Mtg
Date/Type

Company/
Ballot Issues

Security

Mgmt
Rec

Vote
Cast

Record
Date

Prpnent

Shares
Voted

04/30/04 - A

Alcoa Inc. *AA*

013817101

02/02/04

40,700

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Report on Pay Disparity

Against

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

04/29/04 - A

Altria Group, Inc. *MO*

02209S103

03/08/04

31,800

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Product Warnings for Pregnant Women

Against

ShrHoldr

Report on Health Risks Associated with Cigarette Filters

Against

ShrHoldr

Political Contributions/Activities

Against

ShrHoldr

Cease Use of Light and Ultra Light in Cigarette Marketing

Against

ShrHoldr

Place Canadian Style Warnings on Cigarette Packaging

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

05/05/04 - A

Amerada Hess Corp. *AHC*

023551104

03/15/04

32,100

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

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Establish Other Board Committee

Against

ShrHoldr

05/19/04 - A

American International Group, Inc. *AIG*

026874107

03/26/04

38,200

Elect Directors

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Approve Non-Employee Director Stock Option Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Political Contributions/Activities

Against

ShrHoldr

Divest from Tobacco Equities

Against

ShrHoldr

Link Executive Compensation to Predatory Lending

Against

ShrHoldr

Mgmt Rec - Company Management Recommended Vote

05/06/04 - A

Anadarko Petroleum Corp. *APC*

032511107

03/08/04

45,000

Elect Directors

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Greenhouse Gas Emissions

Against

ShrHoldr

05/21/04 - A

Aon Corp. *AOC*

037389103

03/24/04

77,200

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

Ratify Auditors

For

Mgmt

03/17/04 - S

Bank of America Corp. *BAC*

060505104

01/26/04

35,900

Approve Merger Agreement

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Adjourn Meeting

For

Against

Mgmt

05/26/04 - A

Bank of America Corp. *BAC*

060505104

04/07/04

70,895

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Change Date of Annual Meeting

Against

ShrHoldr

Adopt Nomination Procedures for the Board

Against

ShrHoldr

Charitable Contributions

Against

ShrHoldr

Establish Independent Committee to Review Mutual Fund Policy

Against

ShrHoldr

Adopt Standards Regarding Privacy and Information Security

Against

ShrHoldr

05/04/04 - A

Baxter International Inc. *BAX*

071813109

03/05/04

66,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Provide for Cumulative Voting

Against

ShrHoldr

04/26/04 - A

Bellsouth Corp. *BLS*

079860102

03/08/04

48,300

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

Limit Executive Compensation

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

04/15/04 - A

BP PLC (Form. Bp Amoco Plc)

055622104

02/23/04

29,964

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

TO ELECT MR A BURGMANS AS A DIRECTOR

For

Mgmt

Ratify Auditors

For

Mgmt

TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY

For

Mgmt

TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED AMOUNT

For

Mgmt

SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS

For

Mgmt

SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY

For

Mgmt

TO AUTHORISE THE USE OF TREASURY SHARES FOR EMPLOYEE SHARE SCHEMES

For

Mgmt

TO APPROVE THE DIRECTORS REMUNERATION REPORT

For

Mgmt

TO DETERMINE THE LIMIT FOR THE AGGREGATE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS

For

Mgmt

TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE ACCOUNTS

For

Mgmt

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

ShrHoldr

05/04/04 - A

Bristol-Myers Squibb Co. *BMY*

110122108

03/08/04

57,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Political Contributions/Activities

Against

ShrHoldr

Cease Political Contributions/Activities

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic

Against

ShrHoldr

Require Affirmative Vote of a Majority of the Shares to Elect Directors

Against

ShrHoldr

04/21/04 - A

Burlington Northern Santa Fe Corp. *BNI*

12189T104

02/27/04

31,100

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

Amend Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

06/23/03 - A

Carnival Corp. *CCL*

143658300

04/30/03

951

Ordinary Business

Elect M. Arison, R. Capen, R. Dickinson, A. Donald, P. Foschi, H. Frank, Baroness Hogg, A. Lanterman, M. Maidique, J. Parker, P. Ratcliffe, S. Subotnick, and U. Zucker as Directors

For

Mgmt

Approve Amended and Restated Carnival Corporation 2002 Stock Plan

For

Mgmt

Ratify PricewaterhouseCoopers LLP as Independent Certified Public Accountants

For

Mgmt

Ratify PricewaterhouseCoopers LLP as Independent Auditors

For

Mgmt

Authorize Audit Committee to Fix Remuneration of Auditors

For

Mgmt

Receive Accounts and Reports for P&O Princess Cruises PLC (Now Called Carnival PLC) for the Year Ended December 31, 2002

For

Mgmt

Approve Directors’ Remuneration Report of P&O Princess Cruises PLC (Now Called Carnival PLC)

For

Mgmt

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights

For

Mgmt

Special Business

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For

Mgmt

Ordinary Business

Reincorporate from Panama to a U.S. State

Against

ShrHoldr

Transact Other Business (Non-Voting)

None

Mgmt

04/22/04 - A

Carnival Corp. *CCL*

143658300

02/23/04

32,600

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS.

For

Mgmt

TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.

For

Mgmt

TO APPROVE THE DIRECTORS REMUNERATION REPORT OF CARNIVAL PLC.

For

Mgmt

TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.

For

Mgmt

TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES.

For

Mgmt

04/20/04 - A

Cendant Corporation *CD*

151313103

02/23/04

80,300

Elect Directors

For

Mgmt

Declassify the Board of Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Shareholder Proposals

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Limit Executive Compensation

Against

ShrHoldr

04/28/04 - A

ChevronTexaco Corp. *CVX*

166764100

03/01/04

26,151

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Adopt Shareholder Rights Plan (Poison Pill) Policy

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

Require Affirmative Vote of a Majority of the Shares to Elect Directors

Against

ShrHoldr

Report on Health and Environmental Initiatives in Ecuador

Against

ShrHoldr

Report on Renewable Energy

Against

ShrHoldr

04/20/04 - A

Citigroup Inc. *C*

172967101

02/27/04

107,200

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

Prohibit Awards to Executives

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

05/12/04 - A

CVS Corporation *CVS*

126650100

03/15/04

51,600

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

04/28/04 - A

E.I. Du Pont De Nemours & Co. *DD*

263534109

03/09/04

58,400

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Executive Ties to Government

Against

ShrHoldr

Adopt and Report on a Code of Corporate Conduct

Against

ShrHoldr

Limit Executive Compensation

Against

ShrHoldr

05/26/04 - A

Exxon Mobil Corp. *XOM*

30231G102

04/05/04

86,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Non-Employee Director Restricted Stock Plan

For

Mgmt

Affirm Political Nonpartisanship

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

Report on Equatorial Guinea

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Prohibit Awards to Executives

Against

ShrHoldr

Report on Stock Option Distribution by Race and Gender

Against

ShrHoldr

Amend EEO Statement to Include Reference to Sexual Orientation

Against

ShrHoldr

Report on Climate Change Research

Against

ShrHoldr

05/25/04 - A

Fannie Mae *FNM*

313586109

04/06/04

19,400

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Employee Stock Purchase Plan

For

Mgmt

Provide for Cumulative Voting

Against

ShrHoldr

05/21/04 - A

Federated Department Stores, Inc. *FD*

31410H101

04/02/04

28,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

03/17/04 - S

FleetBoston Financial Corp.

339030108

01/26/04

58,300

Approve Merger Agreement

For

Mgmt

Adjourn Meeting

For

Against

Mgmt

04/28/04 - A

General Electric Co. *GE*

369604103

03/01/04

20,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Provide for Cumulative Voting

Against

ShrHoldr

Eliminate Animal Testing

Against

ShrHoldr

Report on Nuclear Fuel Storage Risks

Against

ShrHoldr

Report on PCB Clean-up

Against

ShrHoldr

Report on Foreign Outsourcing

Against

ShrHoldr

Prepare Sustainability Report

Against

ShrHoldr

Limit Composition of Management Development and Compensation Committee to Independent Directors

Against

ShrHoldr

Report on Pay Disparity

Against

ShrHoldr

Limit Awards to Executives

Against

ShrHoldr

Limit Board Service for Other Companies

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Hire Advisor/Maximize Shareholder Value

Against

ShrHoldr

Adopt a Retention Ratio for Executives and Directors

Against

ShrHoldr

Require 70% to 80% Independent Board

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

06/03/03 - A

General Motors Corp. *GM*

370442832

04/04/03

189,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Shareholder Proposals

Prohibit the Independent Accountant’s Spin-Off from Providing Consulting Services

Against

For

ShrHoldr

Report on Greenhouse Gas Emissions and Future Reductions

Against

ShrHoldr

Amend the Bylaws to Require that the Chairman be Independent

Against

ShrHoldr

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

Restore or Provide for Cumulative Voting

Against

ShrHoldr

Limit Composition of Committee(s) to Independent Directors

Against

For

ShrHoldr

Performance- Based/Indexed Options

Against

ShrHoldr

Prohibit Auditor from Providing Non-Audit Services

Against

ShrHoldr

10/03/03 - WC

General Motors Corp. *GM*

370442105

08/01/03

38,200

Amend Articles

For

Mgmt

Amend Articles

For

Mgmt

Approve Hughes Split-Off

For

Mgmt

Approve GM/News Stock Sale

For

Mgmt

Approve News Stock Acquisition

For

Mgmt

Amend Articles

For

Mgmt

10/03/03 - WC

General Motors Corp. *GM*

370442832

08/01/03

168,600

Amend Articles

For

Mgmt

Amend Articles

For

Mgmt

Approve Hughes Split-Off

For

Mgmt

Approve GM/News Stock Sale

For

Mgmt

Approve News Stock Acquisition

For

Mgmt

Amend Articles

For

Mgmt

06/02/04 - A

General Motors Corp. *GM*

370442105

04/05/04

31,000

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Prohibit Awards to Executives

Against

ShrHoldr

Prohibit Awards to Executives

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Limit Composition of Committees to Independent Directors

Against

ShrHoldr

Report on Greenhouse Gas Emissions

Against

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

Establish Executive and Director Stock Ownership Guidelines

Against

ShrHoldr

05/19/04 - A

Halliburton Co. *HAL*

406216101

03/22/04

53,100

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Review/Report on Operations in Iran

Against

ShrHoldr

Require Affirmative Vote of a Majority of the Shares to Elect Directors

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

05/27/04 - A

HCA, Inc. *HCA*

404119109

04/01/04

50,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Management Stock Purchase Plan

For

Mgmt

03/17/04 - A

Hewlett-Packard Co. *HPQ*

428236103

01/20/04

91,400

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

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Expense Stock Options

Against

ShrHoldr

05/27/04 - A

Home Depot, Inc. (The) *HD*

437076102

03/29/04

56,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Establish Term Limits for Directors

Against

ShrHoldr

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

Performance- Based/Indexed Options

Against

For

ShrHoldr

Adopt ILO Based Code of Conduct

Against

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

Require Affirmative Vote of the Majority of the Shares to Elect Directors

Against

ShrHoldr

04/26/04 - A

Honeywell International, Inc. *HON*

438516106

02/27/04

65,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

Amend Vote Requirements to Amend Articles/Bylaws/Charter

Against

For

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

Report on Pay Disparity

Against

ShrHoldr

Provide for Cumulative Voting

Against

ShrHoldr

05/11/04 - A

International Paper Co. *IP*

460146103

03/17/04

57,700

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

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

05/25/04 - A

JP Morgan Chase & Co. *JPM*

46625H100

04/02/04

51,400

Approve Merger Agreement

For

Mgmt

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Executive Incentive Bonus Plan

For

Mgmt

Adjourn Meeting

For

Against

Mgmt

Establish Term Limits for Directors

Against

ShrHoldr

Charitable Contributions

Against

ShrHoldr

Political Contributions

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Provide Adequate Disclosure for over the counter Derivatives

Against

ShrHoldr

Auditor Independence

Against

ShrHoldr

Submit Non-Employee Director Compensation to Vote

Against

ShrHoldr

Report on Pay Disparity

Against

ShrHoldr

04/29/04 - A

Kimberly-Clark Corp. *KMB*

494368103

03/01/04

32,600

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

06/18/03 - A

Liberty Media Corp. *L*

530718105

04/21/03

188,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

06/09/04 - A

Liberty Media Corp. *L*

530718105

04/21/04

208,100

Elect Directors

For

Mgmt

Amend Executive Incentive Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/13/04 - A

Mattel, Inc. *MAT*

577081102

03/17/04

80,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Limit Awards to Executives

Against

ShrHoldr

Prohibit Auditor from Providing Non-Audit Services

Against

ShrHoldr

05/03/04 - A

MBNA Corp. *KRB*

55262L100

02/13/04

100,500

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

Ratify Auditors

For

Mgmt

Expense Stock Options

Against

ShrHoldr

Require Majority of Independent Directors on Board

Against

For

ShrHoldr

05/20/04 - A

McDonald’s Corp. *MCD*

580135101

03/22/04

89,400

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Approve/Amend Executive Incentive Bonus Plan

For

Mgmt

05/20/04 - A

MedImmune, Inc. *MEDI*

584699102

03/31/04

48,800

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

11/11/03 - A

Microsoft Corp. *MSFT*

594918104

09/12/03

32,300

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

Amend Omnibus Stock Plan

For

Mgmt

Amend Non-Employee Director Stock Option Plan

For

Mgmt

Shareholder Proposal

Refrain from Giving Charitable Contributions

Against

ShrHoldr

04/20/04 - A

Morgan Stanley *MWD*

617446448

02/20/04

49,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

05/03/04 - A

Motorola, Inc. *MOT*

620076109

03/05/04

86,400

Elect Directors

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

Limit Awards to Executives

Against

ShrHoldr

04/27/04 - A

National City Corp. *NCC*

635405103

03/05/04

41,900

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Amend Executive Incentive Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/12/04 - A

Newell Rubbermaid Inc. *NWL*

651229106

03/15/04

64,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

04/22/04 - A

Pfizer Inc. *PFE*

717081103

02/27/04

62,300

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic

Against

ShrHoldr

Cease Political Contributions/Activities

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

Establish Term Limits for Directors

Against

ShrHoldr

Report on Drug Pricing

Against

ShrHoldr

Limit Awards to Executives

Against

ShrHoldr

Amend Animal Testing Policy

Against

ShrHoldr

04/27/04 - A

PNC Financial Services Group, Inc. *PNC*

693475105

02/27/04

29,600

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

59,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/05/04 - A

Raytheon Co. *RTN*

755111507

03/08/04

59,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Develop Ethical Criteria for Military Contracts

Against

ShrHoldr

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

Declassify the Board of Directors

Against

For

ShrHoldr

Implement MacBride Principles

Against

ShrHoldr

Expense Stock Options

Against

ShrHoldr

Submit Executive Pension Benefit to Vote

Against

For

ShrHoldr

Limit Executive Compensation

Against

ShrHoldr

10/30/03 - A

Sara Lee Corp. *SLE*

803111103

09/02/03

72,800

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Shareholder Proposals

Report on Charitable Contributions

Against

ShrHoldr

Implement and Monitor Code of Corporate Conduct - ILO Standards

Against

ShrHoldr

04/30/04 - A

SBC Communications Inc. *SBC*

78387G103

03/02/04

105,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Bylaws

For

Mgmt

Report on Political Contributions/Activities

Against

ShrHoldr

Change Size of Board of Directors

Against

ShrHoldr

04/27/04 - A

Schering-Plough Corp. *SGP*

806605101

03/05/04

59,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

04/13/04 - A

The Bank Of New York Co., Inc. *BK*

064057102

02/23/04

78,300

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Executive Incentive Bonus Plan

For

Mgmt

Report on Political Contributions

Against

ShrHoldr

Limit Executive Compensation

Against

ShrHoldr

Limit Composition of Committee to Independent Directors

Against

ShrHoldr

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

05/03/04 - A

The Boeing Co. *BA*

097023105

03/05/04

50,000

Elect Directors

For

Mgmt

Reduce Supermajority Vote Requirement

For

Mgmt

Ratify Auditors

For

Mgmt

Develop Ethical Criteria for Military Contracts

Against

ShrHoldr

Adopt Amended Workplace Code of Conduct

Against

For

ShrHoldr

Declassify the Board of Directors

Against

For

ShrHoldr

Amend Vote Requirements to Amend Articles/Bylaws/Charter

Against

For

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

Adopt a Policy that will Commit Executive & Directors to Hold at least 75% of their Shares

Against

ShrHoldr

Provide Employees Choice of Pension Plans at Retirement or Termination

Against

ShrHoldr

06/02/04 - A

The DirecTV Group, Inc *DTV*

25459L106

04/14/04

125,637

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/12/04 - A

The Gap, Inc. *GPS*

364760108

03/15/04

68,200

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

05/20/04 - A

The Hartford Financial Services Group, Inc. *HIG*

416515104

03/22/04

35,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

05/18/04 - A

The Interpublic Group of Companies, Inc. *IPG*

460690100

03/26/04

66,600

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

Approve Omnibus Stock Plan

For

Mgmt

Approve Non-Employee Director Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

MacBride Principles

Against

ShrHoldr

06/26/03 - A

The Kroger Co. *KR*

501044101

04/28/03

130,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Shareholder Proposal

Establish Other Board Committee

Against

For

ShrHoldr

06/24/04 - A

The Kroger Co. *KR*

501044101

04/26/04

131,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Against

ShrHoldr

03/03/04 - A

The Walt Disney Company *DIS*

254687106

01/16/04

111,300

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

Ratify Auditors

For

Mgmt

China Principles

Against

ShrHoldr

Report on Supplier Labor Standards in China

Against

For

ShrHoldr

Report on Amusement Park Safety

Against

ShrHoldr

06/02/04 - A

Toys ‘R’ Us, Inc. *TOY*

892335100

04/09/04

77,300

Elect Directors

For

Mgmt

Require a Majority Vote for the Election of Directors

Against

ShrHoldr

05/13/04 - A

Transocean Inc. *RIG*

G90078109

03/18/04

78,500

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT.

For

Mgmt

Ratify Auditors

For

Mgmt

03/25/04 - A

Tyco International Ltd. *TYC*

902124106

03/25/04

114,300

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

ADOPTION OF THE AMENDED AND RESTATED BYE-LAWS.

For

Mgmt

APPROVAL OF TYCO 2004 STOCK AND INCENTIVE PLAN.

For

Mgmt

SHAREHOLDER PROPOSAL REGARDING ENVIRONMENTAL REPORTING.

For

ShrHoldr

SHAREHOLDER PROPOSAL TO CHANGE TYCO S JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE.

Against

ShrHoldr

SHAREHOLDER PROPOSAL ON COMMON SENSE EXECUTIVE COMPENSATION.

Against

ShrHoldr

04/20/04 - A

U.S. Bancorp *USB*

902973304

02/26/04

97,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

Submit Executive Compensation to Vote

Against

For

ShrHoldr

Amend Vote Requirements to Amend Articles/Bylaws/Charter

Against

For

ShrHoldr

04/14/04 - A

United Technologies Corp. *UTX*

913017109

02/17/04

26,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Disclosure of Executive Compensation

Against

ShrHoldr

Develop Ethical Criteria for Military Contracts

Against

ShrHoldr

Performance-Based/Indexed Options

Against

For

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

05/24/04 - A

Unocal Corp. *UCL*

915289102

03/25/04

61,800

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Deferred Compensation Plan

For

Mgmt

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Limit Awards to Executives

Against

ShrHoldr

Establish Other Board Committee

Against

For

ShrHoldr

Report on Greenhouse Gas Emissions

Against

ShrHoldr

05/13/04 - A

UnumProvident Corporation *UNM*

91529Y106

03/26/04

54,700

Elect Directors

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Amend Employee Stock Purchase Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Require Affirmative Vote of the Majority of the Shares to Elect Directors

Against

ShrHoldr

Establish Other Board Committee

Against

For

ShrHoldr

04/28/04 - A

Verizon Communications *VZ*

92343V104

03/01/04

83,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Restore or Provide for Cumulative Voting

Against

ShrHoldr

Require Majority of Independent Directors on Board

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

Submit Executive Compensation to Vote

Against

For

ShrHoldr

Prohibit Awards to Executives

Against

ShrHoldr

Report on Stock Option Distribution by Race and Gender

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

Cease Charitable Contributions

Against

ShrHoldr

05/19/04 - A

Viacom Inc. *VIA*

925524308

03/22/04

16,900

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

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Amend Non-Employee Director Stock Option Plan

For

Mgmt

05/14/04 - A

Waste Management, Inc. *WMI*

94106L109

03/19/04

57,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

04/22/04 - A

Wyeth *WYE*

983024100

03/12/04

27,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Drug Pricing

Against

ShrHoldr

Amend Animal Testing Policy

Against

ShrHoldr

04/30/04 - A

Xl Capital Ltd (Formerly Exel Ltd.) *XL*

G98255105

03/15/04

34,100

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Vote Summary Report

Jul 01, 2003 - Jun 30, 2004

State Street Research Mid-Cap Value 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

16,500

Elect Directors

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/20/04 - A

Abercrombie & Fitch Co. *ANF*

002896207

03/26/04

132,100

Elect Directors

For

Mgmt

04/22/04 - A

AGCO Corp. *AG*

001084102

03/12/04

255,028

Elect Directors

For

Mgmt

Prepare Sustainability Report

Against

ShrHoldr

05/04/04 - A

Ambac Financial Group, Inc. *ABK*

023139108

03/09/04

122,450

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Amend Non-Employee Director Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/05/04 - A

Amerada Hess Corp. *AHC*

023551104

03/15/04

108,400

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

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Establish Other Board Committee

Against

ShrHoldr

06/10/04 - A

American Power Conversion Corp. *APCC*

029066107

04/14/04

346,100

Fix Number of Directors

For

Mgmt

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

Mgmt Rec - Company Management Recommended Vote

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

Approve Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/04/04 - A

American Standard Companies, Inc. *ASD*

029712106

03/10/04

24,400

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Ratify Auditors

For

Mgmt

05/21/04 - A

Aon Corp. *AOC*

037389103

03/24/04

319,400

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

Ratify Auditors

For

Mgmt

04/22/04 - A

Avery Dennison Corp. *AVY*

053611109

02/23/04

148,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Executive Incentive Bonus Plan

For

Mgmt

Amend Executive Incentive Bonus Plan

For

Mgmt

05/06/04 - A

AXIS CAPITAL HOLDINGS LTD *AXS*

G0692U109

03/31/04

261,900

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

TO AMEND THE BY-LAWS OF AXIS CAPITAL HOLDINGS LIMITED

For

Mgmt

Ratify Auditors

For

Mgmt

Ratify Auditors

For

Mgmt

TO AUTHORIZE THE BOARD OF DIRECTORS OF AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE

For

Mgmt

TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY HOLDINGS IRELAND LIMITED

For

Mgmt

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

Mgmt

TO AUTHORIZE AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO VOTE TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY EUROPE LIMITED

For

Mgmt

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

Mgmt

TO AUTHORIZE AXIS SPECIALTY HOLDINGS IRELAND LIMITED TO VOTE TO APPROVE THE FINANCIAL STATEMENTS OF AXIS RE LIMITED

For

Mgmt

Ratify Auditors

For

Mgmt

TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY UK LIMITED

For

Mgmt

Ratify Auditors

For

Mgmt

TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY UK HOLDINGS LIMITED

For

Mgmt

Ratify Auditors

For

Mgmt

TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY (BARBADOS) LIMITED

For

Mgmt

06/06/03 - A

Biogen, Inc.

090597105

04/11/03

123,200

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Amend Employee Stock Purchase Plan

For

Mgmt

05/05/04 - A

Boston Properties Inc. *BXP*

101121101

03/17/04

104,800

Elect Directors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

05/12/04 - A

Bowater Inc. *BOW*

102183100

03/15/04

115,300

Elect Directors

For

Mgmt

04/21/04 - A

Burlington Resources Inc. *BR*

122014103

02/23/04

90,800

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

Approve Increase in Common Stock and a Stock Split

For

Mgmt

Ratify Auditors

For

Mgmt

04/29/04 - A

Capital One Financial Corp. *COF*

14040H105

02/29/04

36,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

04/20/04 - A

Cendant Corporation *CD*

151313103

02/23/04

383,200

Elect Directors

For

Mgmt

Declassify the Board of Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Shareholder Proposals

Separate Chairman and CEO Positions

Against

For

ShrHoldr

Limit Executive Compensation

Against

ShrHoldr

05/06/04 - A

CenturyTel, Inc. *CTL*

156700106

03/08/04

203,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

04/21/04 - A

Charter One Financial, Inc. *CF*

160903100

02/23/04

234,300

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/12/04 - A

CIT GROUP INC *CIT*

125581108

03/26/04

244,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Other Business

For

Against

Mgmt

04/20/04 - A

CNF Inc. *CNF*

12612W104

03/01/04

205,300

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/18/04 - A

Comerica Inc. *CMA*

200340107

03/22/04

157,900

Elect Directors

For

Mgmt

Approve Employee Stock Purchase Plan

For

Mgmt

Approve Non-Employee Director Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

04/27/04 - A

Consol Energy, Inc. *CNX*

20854P109

03/09/04

152,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/21/04 - A

Constellation Energy Group, Inc. *CEG*

210371100

03/19/04

138,300

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

04/27/04 - A

COOPER INDUSTRIES LTD *CBE*

G24182100

03/01/04

66,600

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

APPROVE THE AMENDED AND RESTATED STOCK INCENTIVE PLAN.

For

Mgmt

SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND ENVIRONMENTAL ISSUES RELATED TO SUSTAINABILITY.

Against

ShrHoldr

SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE EQUITY COMPENSATION PLANS.

Against

ShrHoldr

04/19/04 - A

Dana Corp. *DCN*

235811106

03/01/04

216,800

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Employee Stock Purchase Plan

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

09/25/03 - A

Darden Restaurants, Inc. *DRI*

237194105

07/28/03

296,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

06/11/03 - A

Devon Energy Corp. *DVN*

25179M103

05/05/03

69,966

Elect Directors

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

05/21/04 - A

Federated Department Stores, Inc. *FD*

31410H101

04/02/04

52,200

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

04/27/04 - A

FMC Corp. *FMC*

302491303

03/01/04

149,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

02/12/04 - A

Hillenbrand Industries, Inc. *HB*

431573104

12/17/03

126,700

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

Elect Director Joanne C. Smith as Class III Director

For

Mgmt

Ratify Auditors

For

Mgmt

05/11/04 - A

ITT Industries, Inc. *ITT*

450911102

03/19/04

91,500

Ratify Auditors

For

Mgmt

Elect Directors

For

Mgmt

05/13/04 - A

Janus Capital Group Inc. *JNS*

47102X105

03/18/04

422,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/13/04 - A

KeyCorp *KEY*

493267108

03/16/04

298,000

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Executive Incentive Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/20/04 - A

KeySpan Corporation *KSE*

49337W100

03/22/04

215,600

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

05/12/04 - A

Laboratory Corporation of America Holdings *LH*

50540R409

03/31/04

181,300

Elect Directors

For

Mgmt

Amend Employee Stock Purchase Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/13/04 - A

Lincoln National Corp. *LNC*

534187109

02/20/04

176,900

Elect Directors

For

Mgmt

Approve Deferred Compensation Plan

For

Mgmt

08/19/03 - S

Magna International Inc. *MG.A*

559222401

07/08/03

29,150

Ballot for Holders of Class B Shares

Approve Spin-Off Agreement

For

Mgmt

Ballot for Holders of Class A Subordinate Shares

Approve Spin-Off Agreement

For

Mgmt

05/13/04 - A

Mattel, Inc. *MAT*

577081102

03/17/04

456,200

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Limit Awards to Executives

Against

ShrHoldr

Prohibit Auditor from Providing Non-Audit Services

Against

ShrHoldr

04/27/04 - A

MeadWestvaco Corp. *MWV*

583334107

03/01/04

258,564

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/20/04 - A

MedImmune, Inc. *MEDI*

584699102

03/31/04

117,200

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

05/11/04 - A

Mercantile Bankshares Corp. *MRBK*

587405101

04/02/04

176,400

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Amend Deferred Compensation Plan

For

Mgmt

02/17/04 - A

Navistar International Corp. *NAV*

63934E108

01/05/04

137,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

04/28/04 - A

NCR Corporation *NCR*

62886E108

02/09/04

211,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Prohibit Auditor from Providing Non-Audit Services

Against

ShrHoldr

Prohibit Awards to Executives

Against

ShrHoldr

05/12/04 - A

Newell Rubbermaid Inc. *NWL*

651229106

03/15/04

371,000

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

05/06/04 - A

Newfield Exploration Co. *NFX*

651290108

03/19/04

150,900

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Increase Authorized Common Stock

For

Mgmt

Ratify Auditors

For

Mgmt

05/14/04 - A

Pactiv Corp. *PTV*

695257105

03/19/04

395,500

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

04/30/04 - A

Pentair, Inc. *PNR*

709631105

03/01/04

177,100

Elect Directors

For

Mgmt

Approve Outside Director Stock Options in Lieu of Cash

For

Against

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Employee Stock Purchase Plan

For

Against

Mgmt

Approve Employee Stock Purchase Plan

For

Against

Mgmt

Ratify Auditors

For

Mgmt

05/21/04 - A

Pepco Holdings, Inc. *POM*

713291102

03/22/04

136,704

Elect Directors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

05/10/04 - A

Pitney Bowes Inc. *PBI*

724479100

03/12/04

138,400

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Political Contributions/Activities

Against

ShrHoldr

04/23/04 - A

PPL Corp. *PPL*

69351T106

02/27/04

220,900

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

02/23/04 - S

R. R. Donnelley & Sons Co. *RRD*

257867101

01/15/04

272,200

Issue Shares in Connection with an Acquisition

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

05/11/04 - A

Radian Group Inc. *RDN*

750236101

03/15/04

150,100

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Amend Articles

For

Mgmt

Ratify Auditors

For

Mgmt

05/20/04 - A

Safeway Inc. *SWY*

786514208

03/25/04

230,200

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

For

Mgmt

Approve Repricing of Options

For

Mgmt

Amend Bylaws to Require Independent Director as Chairman of the Board

Against

ShrHoldr

Provide for Cumulative Voting

Against

ShrHoldr

Report on Genetically Modified Organisms (GMO)

Against

ShrHoldr

Prepare Sustainability Report

Against

ShrHoldr

Report on Political Contributions

Against

ShrHoldr

Expense Stock Options

Against

ShrHoldr

Client did not hold this security as of record date.

05/04/04 - A

Sempra Energy *SRE*

816851109

03/09/04

346,700

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Against

For

ShrHoldr

Prohibit Auditor from Providing Non-Audit Services

Against

ShrHoldr

Separate Chairman and CEO Positions

Against

For

ShrHoldr

05/12/04 - A

Smurfit - Stone Container Corp. *SSCC*

832727101

03/15/04

499,100

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Approve Omnibus Stock Plan

For

Mgmt

Approve Deferred Compensation Plan

For

Mgmt

Submit Executive Compensation to Vote

Against

ShrHoldr

06/10/04 - A

Tech Data Corp. *TECD*

878237106

04/12/04

147,000

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Eliminate Class of Preferred Stock

For

Mgmt

4/28/04 - A

Textron Inc. *TXT*

883203101

03/05/04

96,800

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Approve Stock-for-Salary/Bonus Plan

For

Mgmt

Ratify Auditors

For

Mgmt

Report on Foreign Weapons Sales

Against

ShrHoldr

Report on Political Contributions/Activities

Against

ShrHoldr

Cease Charitable Contributions

Against

ShrHoldr

05/26/04 - A

The Pepsi Bottling Group, Inc. *PBG*

713409100

03/29/04

139,900

Elect Directors

For

Mgmt

Approve Omnibus Stock Plan

For

Against

Mgmt

Ratify Auditors

For

Mgmt

11/21/03 - A

The Reader’s Digest Association, Inc. *RDA*

755267101

09/26/03

612,900

Elect Directors

For

Mgmt

04/28/04 - A

The Sherwin-Williams Co. *SHW*

824348106

02/23/04

238,900

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

Amend Bylaws

For

Against

Mgmt

Amend Bylaws

For

Mgmt

Amend Nomination Procedures for the Board

For

Mgmt

Ratify Auditors

For

Mgmt

04/23/04 - A

The Stanley Works *SWK*

854616109

02/27/04

189,700

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Declassify the Board of Directors

Against

For

ShrHoldr

04/20/04 - A

Timken Co. (The) *TKR*

887389104

02/20/04

310,000

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

05/13/04 - A

Transocean Inc. *RIG*

G90078109

03/18/04

330,300

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT.

For

Mgmt

Ratify Auditors

For

Mgmt

06/08/04 - A

Union Planters Corp.

908068109

04/21/04

251,300

Approve Merger Agreement

For

Mgmt

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

Adjourn Meeting

For

Mgmt

Limit Executive Compensation

Against

ShrHoldr

05/19/04 - A

Universal Health Services, Inc. *UHS*

913903100

04/08/04

142,100

Elect Directors

For

Mgmt

Amend Restricted Stock Plan

For

Mgmt

05/11/04 - A

Viad Corp. *VVI*

92552R109

03/12/04

290,370

Elect Directors

For

Mgmt

Amend Omnibus Stock Plan

For

Mgmt

Approve Reverse Stock Split

For

Mgmt

Ratify Auditors

For

Mgmt

05/07/04 - A

WILLIS GROUP HOLDINGS LTD *WSH*

G96655108

03/09/04

160,400

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

04/30/04 - A

Xl Capital Ltd (Formerly Exel Ltd.) *XL*

G98255105

03/15/04

124,100

Meeting for Holders of ADRs

Elect Directors

For

Mgmt

Ratify Auditors

For

Mgmt

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 Equity 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.

State Street Research Equity Trust Inactive N-PXAnnual report of proxy voting record