JP Morgan Mutual Fund Investment Trust N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-05526

J.P. Morgan Mutual Fund Investment Trust
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York,	NY 10036
(Address of principal executive offices)	(Zip code)

BISYS Fund Services, 3435 Stelzer Road, Columbus, OH 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-348-4782

Date of fiscal year end:	December 31
Date of reporting period:	July 1, 2003 through June 30, 2004

Item 1. Proxy Voting Record.

FORM N-Px REPORT

ICA File Number: 811-05526

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

JP Morgan Mutual Fund Investment Trust

EQUITY GROWTH FUND
3M CO
Ticker:		MMM	Security ID:	88579Y101
Meeting Date:		MAY 11, 2004	Meeting Type:	Annual
Record Date:		MAR 12, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward A. Brennan				For	For	Management
1.2	Elect Director Michael L. Eskew				For	For	Management
1.3	Elect Director W. James McNerney, Jr.				For	For	Management
1.4	Elect Director Kevin W. Sharer				For	For	Management
2	Ratify Auditors				For	For	Management
3	Increase Authorized Common Stock				For	For	Management
4	Separate Chairman and CEO Positions				Against	For	Shareholder
ADVANCE AUTO PARTS INC
Ticker:		AAP	Security ID:	00751Y106
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 30, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lawrence P. Castellani				For	For	Management
1.2	Elect Director John C. Brouillard				For	For	Management
1.3	Elect Director Gilbert T. Ray				For	For	Management
1.4	Elect Director John M. Roth				For	For	Management
1.5	Elect Director Carlos A. Saladrigas				For	For	Management
1.6	Elect Director William L. Salter				For	For	Management
1.7	Elect Director Francesca Spinelli				For	For	Management
1.8	Elect Director Nicholas F. Taubman				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Ratify Auditors				For	For	Management

1

ALTERA CORP.
Ticker:		ALTR		Security ID:	021441100
Meeting Date:		MAY 11, 2004		Meeting Type:	Annual
Record Date:		MAR 16, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John P. Daane					For	For	Management
1.2	Elect Director Robert W. Reed					For	For	Management
1.3	Elect Director Charles M. Clough					For	For	Management
1.4	Elect Director Robert J. Finocchio Jr					For	For	Management
1.5	Elect Director Kevin Mcgarity					For	For	Management
1.6	Elect Director Paul Newhagen					For	For	Management
1.7	Elect Director William E. Terry					For	For	Management
1.8	Elect Director Susan Wang					For	For	Management
2	Amend Stock Option Plan					For	For	Management
3	Amend Employee Stock Purchase Plan					For	For	Management
4	Ratify Auditors					For	For	Management
5	Approve Option Expensing					Against	Against	Shareholder
AMBAC FINANCIAL GROUP, INC.
Ticker:			ABK	Security ID:	023139108
Meeting Date:			MAY 4, 2004	Meeting Type:	Annual
Record Date:			MAR 9, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Phillip B. Lassiter					For	For	Management
1.2	Elect Director Michael A. Callen					For	For	Management
1.3	Elect Director Renso L. Caporali					For	For	Management
1.4	Elect Director Jill M. Considine					For	For	Management
1.5	Elect Director Richard Dulude					For	For	Management
1.6	Elect Director Robert J. Genader					For	For	Management
1.7	Elect Director W. Grant Gregory					For	For	Management
1.8	Elect Director Laura S. Unger					For	For	Management
1.9	Elect Director Henry D. G. Wallace					For	For	Management
2	Increase Authorized Common Stock					For	For	Management
3	Amend Non-Employee Director Omnibus Stock Plan					For	For	Management
4	Ratify Auditors					For	For	Management
AMGEN, INC.
Ticker:		AMGN		Security ID:	031162100
Meeting Date:		MAY 13, 2004		Meeting Type:	Annual
Record Date:		MAR 19, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank J. Biondi, Jr.					For	For	Management
1.2	Elect Director Jerry D. Choate					For	Withhold	Management
1.3	Elect Director Frank C. Herringer					For	For	Management
1.4	Elect Director Gilbert S. Omenn					For	For	Management
2	Ratify Auditors					For	For	Management
3	Prepare Glass Ceiling Report					Against	Against	Shareholder
4	Expense Stock Options					Against	Against	Shareholder

2

ANTHEM INC.
Ticker:		ATH	Security ID:	03674B104
Meeting Date:		JUN 28, 2004	Meeting Type:	Special
Record Date:		MAY 10, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition				For	For	Management
2	Change Company Name				For	For	Management
BIOGEN IDEC INC
Ticker:		BIIB	Security ID:	09062X103
Meeting Date:		JUN 16, 2004	Meeting Type:	Annual
Record Date:		APR 20, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan Belzer				For	For	Management
1.2	Elect Director Mary L. Good				For	For	Management
1.3	Elect Director James C. Mullen				For	For	Management
1.4	Elect Director Bruce R. Ross				For	For	Management
2	Ratify Auditors				For	For	Management
CARDINAL HEALTH, INC.
Ticker:		CAH	Security ID:	14149Y108
Meeting Date:		NOV 5, 2003	Meeting Type:	Annual
Record Date:		SEP 8, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dave Bing				For	For	Management
1.2	Elect Director John F. Finn				For	For	Management
1.3	Elect Director John F. Havens				For	For	Management
1.4	Elect Director David W. Raisbeck				For	For	Management
1.5	Elect Director Robert D. Walter				For	For	Management
CAREER EDUCATION CORP.
Ticker:		CECO	Security ID:	141665109
Meeting Date:		MAY 21, 2004	Meeting Type:	Annual
Record Date:		MAR 23, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas B. Lally				For	For	Management
1.2	Elect Director John M. Larson				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Increase Authorized Common Stock				For	For	Management
4	Ratify Auditors				For	For	Management

3

CDW CORP.
Ticker:		CDWC	Security ID:	12512N105
Meeting Date:		MAY 20, 2004	Meeting Type:	Annual
Record Date:		APR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michelle L. Collins				For	For	Management
1.2	Elect Director Casey G. Cowell				For	For	Management
1.3	Elect Director John A. Edwardson				For	For	Management
1.4	Elect Director Daniel S. Goldin				For	For	Management
1.5	Elect Director Donald P. Jacobs				For	For	Management
1.6	Elect Director Michael P. Krasny				For	For	Management
1.7	Elect Director Terry L. Lengfelder				For	For	Management
1.8	Elect Director Susan D. Wellington				For	For	Management
1.9	Elect Director Brian E. Williams				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan				For	Against	Management
CISCO SYSTEMS, INC.
Ticker:		CSCO	Security ID:	17275R102
Meeting Date:		NOV 11, 2003	Meeting Type:	Annual
Record Date:		SEP 12, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carol A. Bartz				For	For	Management
1.2	Elect Director Larry R. Carter				For	For	Management
1.3	Elect Director John T. Chambers				For	For	Management
1.4	Elect Director Dr. James F. Gibbons				For	For	Management
1.5	Elect Director Dr. John L. Hennessy				For	For	Management
1.6	Elect Director Roderick C. McGeary				For	For	Management
1.7	Elect Director James C. Morgan				For	For	Management
1.8	Elect Director John P. Morgridge				For	For	Management
1.9	Elect Director Donald T. Valentine				For	For	Management
1.10	Elect Director Steven M. West				For	For	Management
1.11	Elect Director Jerry Yang				For	For	Management
2	Amend Employee Stock Purchase Plan				For	Against	Management
3	Ratify Auditors				For	For	Management
4	Report on Company Products Used by the Government to Monitor the Internet				Against	Against	Shareholder
5	Report on Pay Disparity				Against	Against	Shareholder
CITIGROUP INC.
Ticker:		C	Security ID:	172967101
Meeting Date:		APR 20, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Michael Armstrong				For	For	Management
1.2	Elect Director Alain J.P. Belda				For	For	Management
1.3	Elect Director George David				For	For	Management
1.4	Elect Director Kenneth T. Derr				For	For	Management
1.5	Elect Director John M. Deutch				For	For	Management
1.6	Elect Director Roberto Hernandez Ramirez				For	For	Management
1.7	Elect Director Ann Dibble Jordan				For	For	Management
1.8	Elect Director Dudley C. Mecum				For	For	Management
1.9	Elect Director Richard D. Parsons				For	For	Management
1.10	Elect Director Andrall E. Pearson				For	For	Management
1.11	Elect Director Charles Prince				For	For	Management
1.12	Elect Director Robert E. Rubin				For	For	Management
1.13	Elect Director Franklin A. Thomas				For	For	Management
1.14	Elect Director Sanford I. Weill				For	For	Management
1.15	Elect Director Robert B. Willumstad				For	For	Management
2	Ratify Auditors				For	For	Management
3	Limit Executive Compensation				Against	Against	Shareholder
4	Report on Political Contributions/Activities				Against	Against	Shareholder
5	Prohibit Awards to Executives				Against	Against	Shareholder
6	Separate Chairman and CEO Positions				Against	For	Shareholder

4

COCA-COLA COMPANY, THE
Ticker:		KO	Security ID:	191216100
Meeting Date:		APR 21, 2004	Meeting Type:	Annual
Record Date:		FEB 23, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Herbert A. Allen				For	For	Management
1.2	Elect Director Ronald W. Allen				For	For	Management
1.3	Elect Director Cathleen P. Black				For	For	Management
1.4	Elect Director Warren E. Buffett				For	Withhold	Management
1.5	Elect Director Douglas N. Daft				For	For	Management
1.6	Elect Director Barry Diller				For	For	Management
1.7	Elect Director Donald R. Keough				For	For	Management
1.8	Elect Director Susan Bennett King				For	For	Management
1.9	Elect Director Maria Elena Lagomasino				For	For	Management
1.10	Elect Director Donald F. Mchenry				For	For	Management
1.11	Elect Director Robert L. Nardelli				For	For	Management
1.12	Elect Director Sam Nunn				For	For	Management
1.13	Elect Director J. Pedro Reinhard				For	For	Management
1.14	Elect Director James D. Robinson III				For	For	Management
1.15	Elect Director Peter V. Ueberroth				For	For	Management
1.16	Elect Director James B. Williams				For	For	Management
2	Ratify Auditors				For	For	Management
3	Report on Operational Impact of HIV/AIDS Pandemic				For	For	Shareholder
4	Report on Stock Option Distribution by Race and Gender				Against	Against	Shareholder
5	Prohibit Awards to Executives				Against	Against	Shareholder
6	Submit Executive Compensation to Vote				Against	For	Shareholder
7	Submit Executive Compensation to Vote				Against	Against	Shareholder
8	Implement China Principles				Against	Against	Shareholder
9	Separate Chairman and CEO Positions				Against	For	Shareholder
COLGATE-PALMOLIVE CO.
Ticker:		CL	Security ID:	194162103
Meeting Date:		MAY 7, 2004	Meeting Type:	Annual
Record Date:		MAR 9, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jill K. Conway				For	For	Management
1.2	Elect Director Ronald E. Ferguson				For	For	Management
1.3	Elect Director Carlos M. Gutierrez				For	For	Management
1.4	Elect Director Ellen M. Hancock				For	For	Management
1.5	Elect Director David W. Johnson				For	For	Management
1.6	Elect Director Richard J. Kogan				For	For	Management
1.7	Elect Director Delano E. Lewis				For	For	Management
1.8	Elect Director Reuben Mark				For	For	Management
1.9	Elect Director Elizabeth A. Monrad				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Executive Incentive Bonus Plan				For	For	Management
4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote				Against	For	Shareholder
5	Adopt ILO Based Code of Conduct				Against	Against	Shareholder
6	Separate Chairman and CEO Positions				Against	Against	Shareholder

5

DELL INC.
Ticker:		DELL	Security ID:	247025109
Meeting Date:		JUL 18, 2003	Meeting Type:	Annual
Record Date:		MAY 23, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael A. Miles				For	For	Management
1.2	Elect Director Alex J. Mandl				For	For	Management
1.3	Elect Director Morton L. Topfer				For	For	Management
2	Declassify the Board of Directors				For	For	Management
3	Change Company Name				For	For	Management
4	Approve Executive Incentive Bonus Plan				For	For	Management
DIRECTV GROUP, INC, THE
Ticker:		DTV	Security ID:	25459L106
Meeting Date:		JUN 2, 2004	Meeting Type:	Annual
Record Date:		APR 14, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director K. Rupert Murdoch				For	For	Management
1.2	Elect Director Neil R. Austrian				For	For	Management
1.3	Elect Director Charles R. Lee				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Approve Executive Incentive Bonus Plan				For	For	Management
4	Ratify Auditors				For	For	Management
EBAY INC.
Ticker:		EBAY	Security ID:	278642103
Meeting Date:		JUN 24, 2004	Meeting Type:	Annual
Record Date:		APR 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Philippe Bourguignon				For	For	Management
1.2	Elect Director Thomas J. Tierney				For	For	Management
1.3	Elect Director Margaret C. Whitman				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Amend Stock Option Plan				For	For	Management
4	Increase Authorized Common Stock				For	Against	Management
5	Ratify Auditors				For	For	Management
6	Expense Stock Options				Against	Against	Shareholder

6

ELI LILLY AND CO.
Ticker:		LLY	Security ID:	532457108
Meeting Date:		APR 19, 2004	Meeting Type:	Annual
Record Date:		FEB 13, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven C. Beering				For	For	Management
1.2	Elect Director Winfried Bischoff				For	For	Management
1.3	Elect Director Franklyn G. Prendergast				For	For	Management
1.4	Elect Director Kathi P. Seifert				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Executive Incentive Bonus Plan				For	For	Management
4	Limit Executive Compensation				Against	Against	Shareholder
5	Report on Drug Pricing				Against	Against	Shareholder
FAMILY DOLLAR STORES, INC.
Ticker:		FDO	Security ID:	307000109
Meeting Date:		JAN 15, 2004	Meeting Type:	Annual
Record Date:		NOV 24, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard R. Levine				For	For	Management
1.2	Elect Director George R. Mahoney, Jr.				For	For	Management
1.3	Elect Director Mark R. Bernstein				For	For	Management
1.4	Elect Director Sharon Allred Decker				For	For	Management
1.5	Elect Director Edward C. Dolby				For	For	Management
1.6	Elect Director Glenn A. Eisenberg				For	For	Management
1.7	Elect Director James G. Martin				For	For	Management
2	Approve Non-Employee Director Stock Option Plan				For	For	Management
3	Ratify Auditors				For	For	Management
FIFTH THIRD BANCORP
Ticker:		FITB	Security ID:	316773100
Meeting Date:		MAR 23, 2004	Meeting Type:	Annual
Record Date:		JAN 30, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Darryl F. Allen				For	For	Management
1.2	Elect Director Allen M. Hill				For	For	Management
1.3	Elect Director Dr Mitchel D Livingston				For	For	Management
1.4	Elect Director Hendrik G. Meijer				For	For	Management
1.5	Elect Director James E. Rogers				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Adopt Sexual Orientation Non-Discrimination Policy				None	Against	Shareholder

7

FIRST DATA CORP.
Ticker:		FDC		Security ID:	319963104
Meeting Date:		OCT 28, 2003		Meeting Type:	Special
Record Date:		SEP 8, 2003
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement					For	For	Management
FOREST LABORATORIES, INC.
Ticker:		FRX		Security ID:	345838106
Meeting Date:		AUG 11, 2003		Meeting Type:	Annual
Record Date:		JUN 20, 2003
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard Solomon					For	Withhold	Management
1.2	Elect Director William J. Candee, III					For	For	Management
1.3	Elect Director George S. Cohan					For	For	Management
1.4	Elect Director Dan L. Goldwasser					For	For	Management
1.5	Elect Director Lester B. Salans, M.D.					For	For	Management
1.6	Elect Director Kenneth E. Goodman					For	Withhold	Management
1.7	Elect Director Phillip M. Satow					For	Withhold	Management
2	Increase Authorized Common Stock					For	For	Management
3	Ratify Auditors					For	For	Management
GENERAL ELECTRIC CO.
Ticker:			GE	Security ID:	369604103
Meeting Date:			APR 28, 2004	Meeting Type:	Annual
Record Date:			MAR 1, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.					For	For	Management
1.2	Elect Director Dennis D. Dammerman					For	For	Management
1.3	Elect Director Ann M. Fudge					For	For	Management
1.4	Elect Director Claudio X. Gonzalez					For	For	Management
1.5	Elect Director Jeffrey R. Immelt					For	For	Management
1.6	Elect Director Andrea Jung					For	For	Management
1.7	Elect Director Alan G. Lafley					For	For	Management
1.8	Elect Director Kenneth G. Langone					For	For	Management
1.9	Elect Director Ralph S. Larsen					For	For	Management
1.10	Elect Director Rochelle B. Lazarus					For	For	Management
1.11	Elect Director Sam Nunn					For	For	Management
1.12	Elect Director Roger S. Penske					For	For	Management
1.13	Elect Director Robert J. Swieringa					For	For	Management
1.14	Elect Director Douglas A. Warner III					For	For	Management
1.15	Elect Director Robert C. Wright					For	For	Management
2	Ratify Auditors					For	For	Management
3	Amend Omnibus Stock Plan					For	For	Management
4	Provide for Cumulative Voting					Against	Against	Shareholder
5	Eliminate Animal Testing					Against	Against	Shareholder
6	Report on Nuclear Fuel Storage Risks					Against	Against	Shareholder
7	Report on PCB Clean-up					Against	Against	Shareholder
8	Report on Foreign Outsourcing					Against	Against	Shareholder
9	Prepare Sustainability Report					Against	Against	Shareholder
10	Limit Composition of Management Development and Compensation Committee to Independent Directors					Against	Against	Shareholder
11	Report on Pay Disparity					Against	Against	Shareholder
12	Limit Awards to Executives					Against	Against	Shareholder
13	Limit Board Service for Other Companies					Against	Against	Shareholder
14	Separate Chairman and CEO Positions					Against	Against	Shareholder
15	Hire Advisor/Maximize Shareholder Value					Against	Against	Shareholder
16	Adopt a Retention Ratio for Executives and Directors					Against	Against	Shareholder
17	Require 70% to 80% Independent Board					Against	Against	Shareholder
18	Report on Political Contributions/Activities					Against	Against	Shareholder

8

GOLDMAN SACHS GROUP, INC., THE
Ticker:		GS	Security ID:	38141G104
Meeting Date:		MAR 31, 2004	Meeting Type:	Annual
Record Date:		FEB 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lloyd C. Blankfein				For	For	Management
1.2	Elect Director Lord Browne Of Madingley				For	For	Management
1.3	Elect Director Claes Dahlback				For	For	Management
1.4	Elect Director James A. Johnson				For	For	Management
1.5	Elect Director Lois D. Juliber				For	For	Management
2	Ratify Auditors				For	For	Management
3	Declassify the Board of Directors				Against	For	Shareholder
GUIDANT CORP.
Ticker:		GDT	Security ID:	401698105
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 11, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Maurice A. Cox, Jr.				For	For	Management
1.2	Elect Director Nancy-Ann Min DeParle				For	For	Management
1.3	Elect Director Ronald W. Dollens				For	For	Management
1.4	Elect Director Enrique C. Falla				For	For	Management
1.5	Elect Director Kristina M. Johnson, Ph.D.				For	For	Management
2	Ratify Auditors				For	For	Management
3	Expense Stock Options				Against	Against	Shareholder
IAC / INTERACTIVECORP
Ticker:		IACI	Security ID:	45840Q101
Meeting Date:		JUN 23, 2004	Meeting Type:	Annual
Record Date:		APR 29, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard N. Barton				For	For	Management
1.2	Elect Director Robert R. Bennett				For	Withhold	Management
1.3	Elect Director Edgar Bronfman, Jr.				For	Withhold	Management
1.4	Elect Director Barry Diller				For	Withhold	Management
1.5	Elect Director Victor A. Kaufman				For	Withhold	Management
1.6	Elect Director Donald R. Keough				For	For	Management
1.7	Elect Director Marie-Josee Kravis				For	For	Management
1.8	Elect Director John C. Malone				For	For	Management
1.9	Elect Director Steven Rattner				For	For	Management
1.10	Elect Director Gen. H.N. Schwarzkopf				For	For	Management
1.11	Elect Director Alan G. Spoon				For	For	Management
1.12	Elect Director Diane Von Furstenberg				For	Withhold	Management
2	Ratify Auditors				For	For	Management

9

ILLINOIS TOOL WORKS INC.
Ticker:		ITW	Security ID:	452308109
Meeting Date:		MAY 7, 2004	Meeting Type:	Annual
Record Date:		MAR 9, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William F. Aldinger				For	For	Management
1.2	Elect Director Michael J. Birck				For	For	Management
1.3	Elect Director Marvin D. Brailsford				For	For	Management
1.4	Elect Director James R. Cantalupo				For	For	Management
1.5	Elect Director Susan Crown				For	For	Management
1.6	Elect Director Don H. Davis, Jr.				For	For	Management
1.7	Elect Director W. James Farrell				For	For	Management
1.8	Elect Director Robert C. McCormack				For	For	Management
1.9	Elect Director Robert S. Morrison				For	For	Management
1.10	Elect Director Harold B. Smith				For	For	Management
2	Ratify Auditors				For	For	Management
INTEL CORP.
Ticker:		INTC	Security ID:	458140100
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Craig R. Barrett				For	For	Management
1.2	Elect Director Charlene Barshefsky				For	For	Management
1.3	Elect Director E. John P. Browne				For	For	Management
1.4	Elect Director Andrew S. Grove				For	For	Management
1.5	Elect Director D. James Guzy				For	Withhold	Management
1.6	Elect Director Reed E. Hundt				For	For	Management
1.7	Elect Director Paul S. Otellini				For	For	Management
1.8	Elect Director David S. Pottruck				For	For	Management
1.9	Elect Director Jane E. Shaw				For	For	Management
1.10	Elect Director John L. Thornton				For	For	Management
1.11	Elect Director David B. Yoffie				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Expense Stock Options				Against	For	Shareholder
5	Limit/Prohibit Awards to Executives				Against	For	Shareholder
6	Performance- Based/Indexed Options				Against	Against	Shareholder

10

JOHNSON & JOHNSON
Ticker:		JNJ	Security ID:	478160104
Meeting Date:		APR 22, 2004	Meeting Type:	Annual
Record Date:		FEB 24, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gerard N. Burrow				For	For	Management
1.2	Elect Director Mary S. Coleman				For	For	Management
1.3	Elect Director James G. Cullen				For	For	Management
1.4	Elect Director Robert J. Darretta				For	For	Management
1.5	Elect Director M. Judah Folkman				For	For	Management
1.6	Elect Director Ann D. Jordan				For	For	Management
1.7	Elect Director Arnold G. Langbo				For	For	Management
1.8	Elect Director Susan L. Lindquist				For	For	Management
1.9	Elect Director Leo F. Mullin				For	For	Management
1.10	Elect Director Steven S Reinemund				For	For	Management
1.11	Elect Director David Satcher				For	For	Management
1.12	Elect Director Henry B. Schacht				For	For	Management
1.13	Elect Director William C. Weldon				For	For	Management
2	Ratify Auditors				For	For	Management
3	Cease Charitable Contributions				Against	Against	Shareholder
JUNIPER NETWORKS, INC.
Ticker:		JNPR	Security ID:	48203R104
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Pradeep Sindhu				For	For	Management
1.2	Elect Director Robert M. Calderoni				For	For	Management
1.3	Elect Director Kenneth Levy				For	Withhold	Management
2	Ratify Auditors				For	For	Management
JUNIPER NETWORKS, INC.
Ticker:		JNPR	Security ID:	48203R104
Meeting Date:		APR 16, 2004	Meeting Type:	Special
Record Date:		MAR 10, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition				For	For	Management

11

LABORATORY CORPORATION OF AMERICA HOLDINGS
Ticker:		LH	Security ID:	50540R409
Meeting Date:		MAY 12, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas P. Mac Mahon				For	For	Management
1.2	Elect Director Jean-Luc Belingard				For	For	Management
1.3	Elect Director Wendy E. Lane				For	For	Management
1.4	Elect Director R.E. Mittelstaedt, Jr.				For	For	Management
1.5	Elect Director Andrew G. Wallace, M.D.				For	For	Management
1.6	Elect Director M. Keith Weikel				For	For	Management
1.7	Elect Director Craig M. Watson				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management
3	Ratify Auditors				For	For	Management
LEGG MASON, INC.
Ticker:		LM	Security ID:	524901105
Meeting Date:		JUL 22, 2003	Meeting Type:	Annual
Record Date:		MAY 23, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carl Bildt				For	For	Management
1.2	Elect Director Harry M. Ford, Jr.				For	Withhold	Management
1.3	Elect Director John E. Koerner, III				For	For	Management
1.4	Elect Director Peter F. O’Malley				For	For	Management
1.5	Elect Director James E. Ukrop				For	For	Management
1.6	Elect Director Dennis R. Beresford				For	For	Management
LIBERTY MEDIA CORP.
Ticker:		L	Security ID:	530718105
Meeting Date:		JUN 9, 2004	Meeting Type:	Annual
Record Date:		APR 21, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert R. Bennett				For	Withhold	Management
1.2	Elect Director Paul A. Gould				For	For	Management
1.3	Elect Director John C. Malone				For	Withhold	Management
2	Amend Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management
LINEAR TECHNOLOGY CORP.
Ticker:		LLTC	Security ID:	535678106
Meeting Date:		NOV 5, 2003	Meeting Type:	Annual
Record Date:		SEP 8, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert H. Swanson, Jr.				For	Withhold	Management
1.2	Elect Director David S. Lee				For	For	Management
1.3	Elect Director Leo T. McCarthy				For	For	Management
1.4	Elect Director Richard M. Moley				For	For	Management
1.5	Elect Director Thomas S. Volpe				For	For	Management
2	Ratify Auditors				For	For	Management

12

MBNA CORP.
Ticker:		KRB	Security ID:	55262L100
Meeting Date:		MAY 3, 2004	Meeting Type:	Annual
Record Date:		FEB 13, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James H. Berick				For	Withhold	Management
1.2	Elect Director Benjamin R. Civiletti				For	Withhold	Management
1.3	Elect Director Bruce L. Hammonds				For	Withhold	Management
1.4	Elect Director William L. Jews				For	For	Management
1.5	Elect Director Randolph D. Lerner				For	Withhold	Management
1.6	Elect Director Stuart L. Markowitz				For	For	Management
1.7	Elect Director William B. Milstead				For	For	Management
2	Ratify Auditors				For	For	Management
3	Expense Stock Options				Against	For	Shareholder
4	Require Majority of Independent Directors on Board				Against	For	Shareholder
MEDTRONIC, INC.
Ticker:		MDT	Security ID:	585055106
Meeting Date:		AUG 28, 2003	Meeting Type:	Annual
Record Date:		JUL 3, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard H. Anderson				For	For	Management
1.2	Elect Director Michael R. Bonsignore				For	For	Management
1.3	Elect Director Gordon M. Sprenger				For	Withhold	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Approve Executive Incentive Bonus Plan				For	For	Management
MERCURY INTERACTIVE CORP.
Ticker:		MERQ	Security ID:	589405109
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Amnon Landan				For	For	Management
1.2	Elect Director Igal Kohavi				For	For	Management
1.3	Elect Director Clyde Ostler				For	For	Management
1.4	Elect Director Yair Shamir				For	For	Management
1.5	Elect Director Giora Yaron				For	For	Management
1.6	Elect Director Anthony Zingale				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Ratify Auditors				For	For	Management

13

MICROSOFT CORP.
Ticker:		MSFT	Security ID:	594918104
Meeting Date:		NOV 11, 2003	Meeting Type:	Annual
Record Date:		SEP 12, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William H. Gates, III				For	For	Management
1.2	Elect Director Steven A. Ballmer				For	For	Management
1.3	Elect Director James I. Cash, Jr., Ph.D.				For	For	Management
1.4	Elect Director Raymond V. Gilmartin				For	For	Management
1.5	Elect Director Ann McLaughlin Korologos				For	For	Management
1.6	Elect Director David F. Marquardt				For	For	Management
1.7	Elect Director Charles H. Noski				For	For	Management
1.8	Elect Director Dr. Helmut Panke				For	For	Management
1.9	Elect Director Wm. G. Reed, Jr.				For	For	Management
1.10	Elect Director Jon A. Shirley				For	Withhold	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Amend Non-Employee Director Stock Option Plan				For	For	Management
4	Refrain from Giving Charitable Contributions				Against	Against	Shareholder
NEXTEL COMMUNICATIONS, INC.						��
Ticker:		NXTL	Security ID:	65332V103
Meeting Date:		MAY 27, 2004	Meeting Type:	Annual
Record Date:		APR 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Keith J. Bane				For	For	Management
1.2	Elect Director V. Janet Hill				For	For	Management
2	Ratify Auditors				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
NOKIA CORP.
Ticker:		NOK	Security ID:	654902204
Meeting Date:		MAR 25, 2004	Meeting Type:	Annual
Record Date:		JAN 30, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE SHEETS.				For	For	Management
2	APPROVAL OF A DIVIDEND OF EUR 0.30 PER SHARE.				For	For	Management
3	APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY.				For	For	Management
4.1	Elect Director Paul J. Collins				For	For	Management
4.2	Elect Director Georg Ehrnrooth				For	For	Management
4.3	Elect Director Bengt Holmstrom				For	For	Management
4.4	Elect Director Per Karlsson				For	For	Management
4.5	Elect Director Jorma Ollila				For	For	Management
4.6	Elect Director Marjorie Scardino				For	For	Management
4.7	Elect Director Vesa Vainio				For	For	Management
4.8	Elect Director Arne Wessberg				For	For	Management
5	Ratify Auditors				For	For	Management
6	APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY THE COMPANY				For	For	Management
7	APPROVAL OF THE AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY.				For	For	Management
8	APPROVAL OF THE AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA SHARES.				For	For	Management
9	APPROVAL OF THE AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY.				For	For	Management
10	APPROVAL OF THE PROPOSAL OF THE BOARD TO INCREASE THE CAPITAL OF THE FOUNDATION OF NOKIA CORPORATION.				For	For	Management
11	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO ANY ONE OF MARIANNA UOTINEN-TARKOMA, ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF NOKIA CORPORATION, TO AUTHORIZE ANY OF THEM (WITH FULL POWER OF SUBSTITUTION) TO VOTE, IN THEIR DISCR				None	Against	Management

14

NOVELLUS SYSTEMS, INC.
Ticker:		NVLS	Security ID:	670008101
Meeting Date:		APR 16, 2004	Meeting Type:	Annual
Record Date:		FEB 17, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard S. Hill				For	For	Management
1.2	Elect Director Neil R. Bonke				For	For	Management
1.3	Elect Director Youssef A. El-Mansy				For	For	Management
1.4	Elect Director J. David Litster				For	For	Management
1.5	Elect Director Yoshio Nishi				For	For	Management
1.6	Elect Director Glen G. Possley				For	For	Management
1.7	Elect Director Ann D. Rhoads				For	For	Management
1.8	Elect Director William R. Spivey				For	For	Management
1.9	Elect Director Delbert A. Whitaker				For	For	Management
2	Ratify Auditors				For	For	Management
3	Provision of Non-Audit Services by Independent Auditors				Against	Against	Shareholder
4	Limit Executive Compensation				Against	Against	Shareholder
OMNICARE, INC.
Ticker:		OCR	Security ID:	681904108
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward L. Hutton				For	For	Management
1.2	Elect Director Joel F. Gemunder				For	For	Management
1.3	Elect Director Charles H. Erhart, Jr.				For	For	Management
1.4	Elect Director David W. Froesel, Jr.				For	For	Management
1.5	Elect Director Sandra E. Laney				For	For	Management
1.6	Elect Director Andrea R. Lindell, DNSc, RN				For	For	Management
1.7	Elect Director Sheldon Margen, M.D.				For	For	Management
1.8	Elect Director John H. Timoney				For	For	Management
1.9	Elect Director Amy Wallman				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management

15

ORACLE CORP.
Ticker:		ORCL	Security ID:	68389X105
Meeting Date:		OCT 13, 2003	Meeting Type:	Annual
Record Date:		AUG 21, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lawrence J. Ellison				For	For	Management
1.2	Elect Director Donald L. Lucas				For	For	Management
1.3	Elect Director Michael J. Boskin				For	For	Management
1.4	Elect Director Jeffrey O. Henley				For	For	Management
1.5	Elect Director Jack F. Kemp				For	For	Management
1.6	Elect Director Jeffrey Berg				For	For	Management
1.7	Elect Director Safra Catz				For	For	Management
1.8	Elect Director Hector Garcia-Molina				For	For	Management
1.9	Elect Director Joseph A. Grundfest				For	For	Management
1.10	Elect Director H. Raymond Bingham				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Amend Non-Employee Director Omnibus Stock Plan				For	For	Management
5	Implement China Principles				Against	Against	Shareholder
PFIZER INC.
Ticker:		PFE	Security ID:	717081103
Meeting Date:		APR 22, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael S. Brown				For	For	Management
1.2	Elect Director M. Anthony Burns				For	For	Management
1.3	Elect Director Robert N. Burt				For	For	Management
1.4	Elect Director W. Don Cornwell				For	For	Management
1.5	Elect Director William H. Gray III				For	For	Management
1.6	Elect Director Constance J. Horner				For	For	Management
1.7	Elect Director William R. Howell				For	For	Management
1.8	Elect Director Stanley O. Ikenberry				For	For	Management
1.9	Elect Director George A. Lorch				For	For	Management
1.10	Elect Director Henry A. Mckinnell				For	For	Management
1.11	Elect Director Dana G. Mead				For	For	Management
1.12	Elect Director Franklin D. Raines				For	For	Management
1.13	Elect Director Ruth J. Simmons				For	For	Management
1.14	Elect Director William C. Steere, Jr.				For	For	Management
1.15	Elect Director Jean-Paul Valles				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic				Against	Against	Shareholder
5	Cease Political Contributions/Activities				Against	Against	Shareholder
6	Report on Political Contributions/Activities				Against	Against	Shareholder
7	Establish Term Limits for Directors				Against	Against	Shareholder
8	Report on Drug Pricing				Against	Against	Shareholder
9	Limit Awards to Executives				Against	Against	Shareholder
10	Amend Animal Testing Policy				Against	Against	Shareholder

16

PROCTER & GAMBLE COMPANY, THE
Ticker:		PG	Security ID:	742718109
Meeting Date:		OCT 14, 2003	Meeting Type:	Annual
Record Date:		AUG 1, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Norman R. Augustine				For	For	Management
1.2	Elect Director A.G. Lafley				For	For	Management
1.3	Elect Director Johnathan A. Rodgers				For	For	Management
1.4	Elect Director John F. Smith, Jr.				For	For	Management
1.5	Elect Director Margaret C. Whitman				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan				For	For	Management
4	Declassify the Board of Directors				Against	For	Shareholder
5	Label Genetically Engineered Foods				Against	Against	Shareholder
SEPRACOR INC.
Ticker:		SEPR	Security ID:	817315104
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		APR 6, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Digby W. Barrios				For	For	Management
1.2	Elect Director Alan A. Steigrod				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
STAPLES, INC.
Ticker:		SPLS	Security ID:	855030102
Meeting Date:		JUN 17, 2004	Meeting Type:	Annual
Record Date:		APR 19, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arthur M. Blank				For	For	Management
1.2	Elect Director Gary L. Crittenden				For	For	Management
1.3	Elect Director Martin Trust				For	For	Management
1.4	Elect Director Paul F. Walsh				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Amend Employee Stock Purchase Plan				For	For	Management
5	Ratify Auditors				For	For	Management
6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	Against	Shareholder
7	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	For	Shareholder
8	Limit Executive Compensation				Against	Against	Shareholder
9	Prohibit Auditor from Providing Non-Audit Services				Against	Against	Shareholder

17

SYMANTEC CORP.
Ticker:		SYMC	Security ID:	871503108
Meeting Date:		AUG 21, 2003	Meeting Type:	Annual
Record Date:		JUL 8, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tania Amochaev				For	For	Management
1.2	Elect Director William Coleman				For	For	Management
1.3	Elect Director Dr. Per-Kristian Halvorsen				For	For	Management
1.4	Elect Director David Mahoney				For	For	Management
1.5	Elect Director Robert S. Miller				For	For	Management
1.6	Elect Director Bill Owens				For	For	Management
1.7	Elect Director George Reyes				For	For	Management
1.8	Elect Director Daniel H. Schulman				For	For	Management
1.9	Elect Director John W. Thompson				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Amend Stock Option Plan				For	Against	Management
4	Approve Executive Incentive Bonus Plan				For	For	Management
5	Ratify Auditors				For	For	Management
SYSCO CORPORATION
Ticker:		SYY	Security ID:	871829107
Meeting Date:		NOV 7, 2003	Meeting Type:	Annual
Record Date:		SEP 9, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jonathan Golden as Class II Director				For	Withhold	Management
1.2	Elect Director Joseph A. Hafner, Jr. as Class II Director				For	For	Management
1.3	Elect Director Thomas E. Lankford as Class II Director				For	Withhold	Management
1.4	Elect Director Richard J. Schnieders as Class II Director				For	Withhold	Management
1.5	Elect Director John K. Stubblefield, Jr. as Class III Director				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Approve Omnibus Stock Plan				For	Against	Management
4	Report on the Impact of Genetically Engineered Products				Against	Against	Shareholder
TAKE-TWO INTERACTIVE SOFTWARE, INC.
Ticker:		TTWO	Security ID:	874054109
Meeting Date:		NOV 17, 2003	Meeting Type:	Special
Record Date:		OCT 6, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Increase Authorized Common Stock				For	For	Management

18

TEVA PHARMACEUTICAL INDUSTRIES
Ticker:		TEVA	Security ID:	881624209
Meeting Date:		OCT 27, 2003	Meeting Type:	Special
Record Date:		SEP 18, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Elect G. Shalev as an External Director				For	For	Management
2	Approve Increase in Remuneration of Directors other than the Chairman				For	For	Management
UNITED TECHNOLOGIES CORP.
Ticker:		UTX	Security ID:	913017109
Meeting Date:		APR 14, 2004	Meeting Type:	Annual
Record Date:		FEB 17, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Betsy J. Bernard				For	For	Management
1.2	Elect Director George David				For	For	Management
1.3	Elect Director Jean-Pierre Garnier				For	For	Management
1.4	Elect Director Jamie S. Gorelick				For	For	Management
1.5	Elect Director Charles R. Lee				For	For	Management
1.6	Elect Director Richard D. McCormick				For	For	Management
1.7	Elect Director Harold McGraw III				For	For	Management
1.8	Elect Director Frank P. Popoff				For	For	Management
1.9	Elect Director H. Patrick Swygert				For	For	Management
1.10	Elect Director Andre Villeneuve				For	For	Management
1.11	Elect Director H. A. Wagner				For	For	Management
1.12	Elect Director Christine Todd Whitman				For	For	Management
2	Ratify Auditors				For	For	Management
3	Disclosure of Executive Compensation				Against	Against	Shareholder
4	Develop Ethical Criteria for Military Contracts				Against	Against	Shareholder
5	Performance-Based/Indexed Options				Against	Against	Shareholder
6	Separate Chairman and CEO Positions				Against	For	Shareholder
VIACOM INC.
Ticker:		VIA	Security ID:	925524308
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George S. Abrams				For	Withhold	Management
1.2	Elect Director David R. Andelman				For	For	Management
1.3	Elect Director Joseph A. Califano, Jr.				For	For	Management
1.4	Elect Director William S. Cohen				For	For	Management
1.5	Elect Director Philippe P. Dauman				For	For	Management
1.6	Elect Director Alan C. Greenberg				For	For	Management
1.7	Elect Director Mel Karmazin				For	Withhold	Management
1.8	Elect Director Jan Leschly				For	For	Management
1.9	Elect Director David T. McLaughlin				For	For	Management
1.10	Elect Director Shari Redstone				For	Withhold	Management
1.11	Elect Director Sumner M. Redstone				For	Withhold	Management
1.12	Elect Director Frederic V. Salerno				For	Withhold	Management
1.13	Elect Director William Schwartz				For	Withhold	Management
1.14	Elect Director Patty Stonesifer				For	For	Management
1.15	Elect Director Robert D. Walter				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Amend Non-Employee Director Stock Option Plan				For	For	Management

19

WAL-MART STORES, INC.
Ticker:		WMT	Security ID:	931142103
Meeting Date:		JUN 4, 2004	Meeting Type:	Annual
Record Date:		APR 5, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James W. Breyer				For	For	Management
1.2	Elect Director M. Michele Burns				For	For	Management
1.3	Elect Director Thomas M. Coughlin				For	For	Management
1.4	Elect Director David D. Glass				For	For	Management
1.5	Elect Director Roland A. Hernandez				For	For	Management
1.6	Elect Director Dawn G. Lepore				For	For	Management
1.7	Elect Director John D. Opie				For	For	Management
1.8	Elect Director J. Paul Reason				For	For	Management
1.9	Elect Director H. Lee Scott, Jr.				For	For	Management
1.10	Elect Director Jack C. Shewmaker				For	For	Management
1.11	Elect Director Jose H. Villarreal				For	For	Management
1.12	Elect Director John T. Walton				For	For	Management
1.13	Elect Director S. Robson Walton				For	For	Management
1.14	Elect Director Christopher J. Williams				For	For	Management
2	Approve Stock Option Plan				For	For	Management
3	Approve Stock Option Plan				For	For	Management
4	Amend Employee Stock Purchase Plan				For	For	Management
5	Ratify Auditors				For	For	Management
6	Separate Chairman and CEO Positions				Against	For	Shareholder
7	Prepare Sustainability Report				Against	Against	Shareholder
8	Report on Stock Option Distribution by Race and Gender				Against	For	Shareholder
9	Report on Genetically Modified Organisms (GMO)				Against	Against	Shareholder
10	Prepare Diversity Report				Against	For	Shareholder
11	Submit Executive Compensation to Vote				Against	Against	Shareholder
WALT DISNEY COMPANY, THE
Ticker:		DIS	Security ID:	254687106
Meeting Date:		MAR 3, 2004	Meeting Type:	Annual
Record Date:		JAN 16, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John E. Bryson				For	For	Management
1.2	Elect Director John S. Chen				For	For	Management
1.3	Elect Director Michael D. Eisner				For	Withhold	Management
1.4	Elect Director Judith L. Estrin				For	Withhold	Management
1.5	Elect Director Robert A. Iger				For	For	Management
1.6	Elect Director Aylwin B. Lewis				For	For	Management
1.7	Elect Director Monica C. Lozano				For	For	Management
1.8	Elect Director Robert W. Matschullat				For	For	Management
1.9	Elect Director George J. Mitchell				For	Withhold	Management
1.10	Elect Director Leo J. O’Donovan, S.J.				For	For	Management
1.11	Elect Director Gary L. Wilson				For	For	Management
2	Ratify Auditors				For	For	Management
3	China Principles				Against	Against	Shareholder
4	Report on Supplier Labor Standards in China				Against	Against	Shareholder
5	Report on Amusement Park Safety				Against	Against	Shareholder

20

WEIGHT WATCHERS INTERNATIONAL, INC.
Ticker:		WTW	Security ID:	948626106
Meeting Date:		MAY 12, 2004	Meeting Type:	Annual
Record Date:		MAR 23, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Linda Huett				For	Withhold	Management
1.2	Elect Director Sam K. Reed				For	For	Management
1.3	Elect Director Philippe J. Amouyal				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
WILLIS GROUP HOLDINGS LTD
Ticker:		WSH	Security ID:	G96655108
Meeting Date:		MAY 7, 2004	Meeting Type:	Annual
Record Date:		MAR 9, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William W. Bradley				For	For	Management
1.2	Elect Director Joseph A. Califano, Jr.				For	For	Management
1.3	Elect Director James R. Fisher				For	For	Management
1.4	Elect Director Perry Golkin				For	For	Management
1.5	Elect Director Paul M. Hazen				For	For	Management
1.6	Elect Director Wendy E. Lane				For	For	Management
1.7	Elect Director James F. Mccann				For	For	Management
1.8	Elect Director Scott C. Nuttall				For	For	Management
1.9	Elect Director Joseph J. Plumeri				For	For	Management
1.10	Elect Director Douglas B. Roberts				For	For	Management
2	Ratify Auditors				For	For	Management

21

EQUITY INCOME FUND
ALLSTATE CORP., THE
Ticker:		ALL	Security ID:	020002101
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 19, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director F. Duane Ackerman				For	For	Management
1.2	Elect Director James G. Andress				For	For	Management
1.3	Elect Director Edward A. Brennan				For	For	Management
1.4	Elect Director W. James Farrell				For	For	Management
1.5	Elect Director Jack M. Greenberg				For	For	Management
1.6	Elect Director Ronald T. LeMay				For	For	Management
1.7	Elect Director Edward M. Liddy				For	For	Management
1.8	Elect Director J. Christopher Reyes				For	For	Management
1.9	Elect Director H. John Riley, Jr.				For	For	Management
1.10	Elect Director Joshua I. Smith				For	For	Management
1.11	Elect Director Judith A. Sprieser				For	For	Management
1.12	Elect Director Mary Alice Taylor				For	For	Management
2	Ratify Auditors				For	For	Management
3	Amend Executive Incentive Bonus Plan				For	For	Management
4	Amend Executive Incentive Bonus Plan				For	For	Management
5	Provide for Cumulative Voting				Against	For	Shareholder
ALTRIA GROUP, INC.
Ticker:		MO	Security ID:	02209S103
Meeting Date:		APR 29, 2004	Meeting Type:	Annual
Record Date:		MAR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Elizabeth E. Bailey				For	For	Management
1.2	Elect Director Mathis Cabiallavetta				For	For	Management
1.3	Elect Director Louis C. Camilleri				For	For	Management
1.4	Elect Director J. Dudley Fishburn				For	For	Management
1.5	Elect Director Robert E. R. Huntley				For	For	Management
1.6	Elect Director Thomas W. Jones				For	For	Management
1.7	Elect Director Lucio A. Noto				For	For	Management
1.8	Elect Director John S. Reed				For	For	Management
1.9	Elect Director Carlos Slim Helu				For	For	Management
1.10	Elect Director Stephen M. Wolf				For	For	Management
2	Ratify Auditors				For	For	Management
3	Report on Product Warnings for Pregnant Women				Against	Against	Shareholder
4	Report on Health Risks Associated with Cigarette Filters				Against	Against	Shareholder
5	Political Contributions/Activities				Against	Against	Shareholder
6	Cease Use of Light and Ultra Light in Cigarette Marketing				Against	Against	Shareholder
7	Place Canadian Style Warnings on Cigarette Packaging				Against	Against	Shareholder
8	Separate Chairman and CEO Positions				Against	Against	Shareholder

22

BANK OF AMERICA CORP.
Ticker:		BAC	Security ID:	060505104
Meeting Date:		MAY 26, 2004	Meeting Type:	Annual
Record Date:		APR 7, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William Barnet, III				For	For	Management
1.2	Elect Director Charles W. Coker				For	For	Management
1.3	Elect Director John T. Collins				For	For	Management
1.4	Elect Director Gary L. Countryman				For	For	Management
1.5	Elect Director Paul Fulton				For	For	Management
1.6	Elect Director Charles K. Gifford				For	For	Management
1.7	Elect Director Donald E. Guinn				For	For	Management
1.8	Elect Director James H. Hance, Jr.				For	For	Management
1.9	Elect Director Kenneth D. Lewis				For	For	Management
1.10	Elect Director Walter E. Massey				For	For	Management
1.11	Elect Director Thomas J. May				For	For	Management
1.12	Elect Director C. Steven McMillan				For	For	Management
1.13	Elect Director Eugene M. McQuade				For	For	Management
1.14	Elect Director Patricia E. Mitchell				For	For	Management
1.15	Elect Director Edward L. Romero				For	For	Management
1.16	Elect Director Thomas M. Ryan				For	For	Management
1.17	Elect Director O. Temple Sloan, Jr.				For	For	Management
1.18	Elect Director Meredith R. Spangler				For	For	Management
1.19	Elect Director Jackie M. Ward				For	For	Management
2	Ratify Auditors				For	For	Management
3	Change Date of Annual Meeting				Against	Against	Shareholder
4	Adopt Nomination Procedures for the Board				Against	Against	Shareholder
5	Charitable Contributions				Against	Against	Shareholder
6	Establish Independent Committee to Review Mutual Fund Policy				Against	Against	Shareholder
7	Adopt Standards Regarding Privacy and Information Security				Against	Against	Shareholder
BANK OF AMERICA CORP.
Ticker:		BAC	Security ID:	060505104
Meeting Date:		MAR 17, 2004	Meeting Type:	Special
Record Date:		JAN 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Increase Authorized Common Stock				For	For	Management
4	Adjourn Meeting				For	For	Management
BB&T CORPORATION
Ticker:		BBT	Security ID:	054937107
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Amend Articles				For	For	Management
2	Amend Bylaws				For	Against	Management
3.1	Elect Director John A. Allison Iv				For	For	Management
3.2	Elect Director Ronald E. Deal				For	Withhold	Management
3.3	Elect Director Tom D. Efird				For	For	Management
3.4	Elect Director Albert O. Mccauley				For	For	Management
3.5	Elect Director Barry J. Fitzpatrick				For	For	Management
3.6	Elect Director J. Holmes Morrison				For	For	Management
3.7	Elect Director Jennifer S. Banner				For	For	Management
3.8	Elect Director Albert F. Zettlemoyer				For	Withhold	Management
4	Approve Omnibus Stock Plan				For	For	Management
5	Ratify Auditors				For	For	Management
6	Review Executive Compensation Policy				Against	For	Shareholder

23

BROOKFIELD PROPERTIES CORP.
Ticker:		BPO.	Security ID:	112900105
Meeting Date:		APR 28, 2004	Meeting Type:	Annual
Record Date:		MAR 17, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Gordon E. Arnell as a Director				For	For	Management
1.2	Elect William T. Cahill as a Director				For	For	Management
1.3	Elect Richard B. Clark as a Director				For	For	Management
1.4	Elect Jack L. Cockwell as a Director				For	Withhold	Management
1.5	Elect J. Bruce Flatt as a Director				For	For	Management
1.6	Elect Lance Liebman as a Director				For	For	Management
1.7	Elect John R. McCaig as a Director				For	For	Management
1.8	Elect Paul D. McFarlane as a Director				For	For	Management
1.9	Elect Allan S. Olson as a Director				For	For	Management
1.10	Elect Sam Pollock as a Director				For	For	Management
1.11	Elect William C. Wheaton as a Director				For	For	Management
1.12	Elect John E. Zuccotti as a Director				For	Withhold	Management
2	Amend Stock Option Plan				For	For	Management
3	Ratify Deloitte & Touche LLP as Auditors				For	For	Management
CHEVRONTEXACO CORP.
Ticker:		CVX	Security ID:	166764100
Meeting Date:		APR 28, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Samuel H. Armacost				For	For	Management
1.2	Elect Director Robert E. Denham				For	For	Management
1.3	Elect Director Robert J. Eaton				For	For	Management
1.4	Elect Director Sam Ginn				For	For	Management
1.5	Elect Director Carla Anderson Hills				For	For	Management
1.6	Elect Director Franklyn G. Jenifer				For	For	Management
1.7	Elect Director J. Bennett Johnston				For	For	Management
1.8	Elect Director Sam Nunn				For	For	Management
1.9	Elect Director David J. O’Reilly				For	For	Management
1.10	Elect Director Peter J. Robertson				For	For	Management
1.11	Elect Director Charles R. Shoemate				For	For	Management
1.12	Elect Director Carl Ware				For	For	Management
2	Ratify Auditors				For	For	Management
3	Adopt Shareholder Rights Plan (Poison Pill) Policy				For	For	Management
4	Amend Omnibus Stock Plan				For	For	Management
5	Report on Operational Impact of HIV/AIDS, TB, and Malaria Pandemic				Against	Against	Shareholder
6	Report on Political Contributions/Activities				Against	Against	Shareholder
7	Require Affirmative Vote of a Majority of the Shares to Elect Directors				Against	Against	Shareholder
8	Report on Health and Environmental Initiatives in Ecuador				Against	Against	Shareholder
9	Report on Renewable Energy				Against	Against	Shareholder

24

CITIGROUP INC.
Ticker:		C		Security ID:	172967101
Meeting Date:		APR 20, 2004		Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Michael Armstrong					For	For	Management
1.2	Elect Director Alain J.P. Belda					For	For	Management
1.3	Elect Director George David					For	For	Management
1.4	Elect Director Kenneth T. Derr					For	For	Management
1.5	Elect Director John M. Deutch					For	For	Management
1.6	Elect Director Roberto Hernandez Ramirez					For	For	Management
1.7	Elect Director Ann Dibble Jordan					For	For	Management
1.8	Elect Director Dudley C. Mecum					For	For	Management
1.9	Elect Director Richard D. Parsons					For	For	Management
1.10	Elect Director Andrall E. Pearson					For	For	Management
1.11	Elect Director Charles Prince					For	For	Management
1.12	Elect Director Robert E. Rubin					For	For	Management
1.13	Elect Director Franklin A. Thomas					For	For	Management
1.14	Elect Director Sanford I. Weill					For	For	Management
1.15	Elect Director Robert B. Willumstad					For	For	Management
2	Ratify Auditors					For	For	Management
3	Limit Executive Compensation					Against	Against	Shareholder
4	Report on Political Contributions/Activities					Against	Against	Shareholder
5	Prohibit Awards to Executives					Against	Against	Shareholder
6	Separate Chairman and CEO Positions					Against	For	Shareholder
COMPASS BANCSHARES, INC.
Ticker:			CBSS	Security ID:	20449H109
Meeting Date:			APR 19, 2004	Meeting Type:	Annual
Record Date:			MAR 5, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carl J. Gessler, Jr.					For	For	Management
1.2	Elect Director D. Paul Jones, Jr.					For	For	Management
1.3	Elect Director J. Terry Strange					For	For	Management
2	Adopt Dividend Reinvestment Plan					For	For	Management
3	Ratify Auditors					For	For	Management
COOPER INDUSTRIES LTD
Ticker:			CBE	Security ID:	G24182100
Meeting Date:			APR 27, 2004	Meeting Type:	Annual
Record Date:			MAR 1, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director S.G. Butler					For	For	Management
1.2	Elect Director D.F. Smith					For	For	Management
1.3	Elect Director G.B. Smith					For	For	Management
2	Ratify Auditors					For	For	Management
3	APPROVE THE AMENDED AND RESTATED STOCK INCENTIVE PLAN.					For	For	Management
4	SHAREHOLDER PROPOSAL RELATING TO SOCIAL AND ENVIRONMENTAL ISSUES RELATED TO SUSTAINABILITY.					Against	For	Shareholder
5	SHAREHOLDER PROPOSAL RELATING TO EXECUTIVE EQUITY COMPENSATION PLANS.					Against	Against	Shareholder

25

ENERGY EAST CORPORATION
Ticker:		EAS	Security ID:	29266M109
Meeting Date:		JUN 18, 2004	Meeting Type:	Annual
Record Date:		APR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard Aurelio				For	For	Management
1.2	Elect Director James A. Carrigg				For	For	Management
1.3	Elect Director David M. Jagger				For	For	Management
1.4	Elect Director Ben E. Lynch				For	For	Management
2	Declassify the Board of Directors				For	For	Management
3	Eliminate Cumulative Voting				For	For	Management
4	Approve Employee Stock Purchase Plan				For	For	Management
5	Ratify Auditors				For	For	Management
ENTERGY CORP.
Ticker:		ETR	Security ID:	29364G103
Meeting Date:		MAY 14, 2004	Meeting Type:	Annual
Record Date:		MAR 17, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Maureen Scannell Bateman				For	For	Management
1.2	Elect Director W. Frank Blount				For	For	Management
1.3	Elect Director Simon D. deBree				For	For	Management
1.4	Elect Director Claiborne P. Deming				For	For	Management
1.5	Elect Director Alexis M. Herman				For	For	Management
1.6	Elect Director Donald C. Hintz				For	For	Management
1.7	Elect Director J. Wayne Leonard				For	For	Management
1.8	Elect Director Robert v.d. Luft				For	For	Management
1.9	Elect Director Kathleen A. Murphy				For	For	Management
1.10	Elect Director Paul W. Murrill				For	For	Management
1.11	Elect Director James R. Nichols				For	For	Management
1.12	Elect Director William A. Percy, II				For	For	Management
1.13	Elect Director Dennis H. Reilley				For	For	Management
1.14	Elect Director Wm. Clifford Smith				For	For	Management
1.15	Elect Director Bismark A. Steinhagen				For	For	Management
1.16	Elect Director Steven V. Wilkinson				For	For	Management
2	Ratify Auditors				For	For	Management
3	Submit Severance Agreement (Change-in-Control) to Shareholder Vote				Against	Against	Shareholder
4	Restore or Provide for Cumulative Voting				Against	For	Shareholder
5	Prohibit Awards to Executives				Against	Against	Shareholder

26

FLEETBOSTON FINANCIAL CORP.
Ticker:		FLT		Security ID:	339030108
Meeting Date:		MAR 17, 2004		Meeting Type:	Special
Record Date:		JAN 26, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement					For	For	Management
2	Adjourn Meeting					For	For	Management
FORTUNE BRANDS, INC.
Ticker:			FO	Security ID:	349631101
Meeting Date:			APR 27, 2004	Meeting Type:	Annual
Record Date:			FEB 27, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anne M. Tatlock					For	Withhold	Management
1.2	Elect Director Norman H. Wesley					For	Withhold	Management
1.3	Elect Director Peter M. Wilson					For	Withhold	Management
2	Ratify Auditors					For	For	Management
3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote					Against	For	Shareholder
GANNETT CO., INC.
Ticker:			GCI	Security ID:	364730101
Meeting Date:			MAY 4, 2004	Meeting Type:	Annual
Record Date:			MAR 5, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James A. Johnson					For	For	Management
1.2	Elect Director Douglas H. McCorkindale					For	For	Management
1.3	Elect Director Stephen P. Munn					For	For	Management
2	Ratify Auditors					For	For	Management
3	Amend Omnibus Stock Plan					For	For	Management
4	Limit Executive Compensation					Against	Against	Shareholder

27

GENERAL ELECTRIC CO.
Ticker:		GE	Security ID:	369604103
Meeting Date:		APR 28, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James I. Cash, Jr.				For	For	Management
1.2	Elect Director Dennis D. Dammerman				For	For	Management
1.3	Elect Director Ann M. Fudge				For	For	Management
1.4	Elect Director Claudio X. Gonzalez				For	For	Management
1.5	Elect Director Jeffrey R. Immelt				For	For	Management
1.6	Elect Director Andrea Jung				For	For	Management
1.7	Elect Director Alan G. Lafley				For	For	Management
1.8	Elect Director Kenneth G. Langone				For	For	Management
1.9	Elect Director Ralph S. Larsen				For	For	Management
1.10	Elect Director Rochelle B. Lazarus				For	For	Management
1.11	Elect Director Sam Nunn				For	For	Management
1.12	Elect Director Roger S. Penske				For	For	Management
1.13	Elect Director Robert J. Swieringa				For	For	Management
1.14	Elect Director Douglas A. Warner III				For	For	Management
1.15	Elect Director Robert C. Wright				For	For	Management
2	Ratify Auditors				For	For	Management
3	Amend Omnibus Stock Plan				For	For	Management
4	Provide for Cumulative Voting				Against	Against	Shareholder
5	Eliminate Animal Testing				Against	Against	Shareholder
6	Report on Nuclear Fuel Storage Risks				Against	Against	Shareholder
7	Report on PCB Clean-up				Against	Against	Shareholder
8	Report on Foreign Outsourcing				Against	Against	Shareholder
9	Prepare Sustainability Report				Against	Against	Shareholder
10	Limit Composition of Management Development and Compensation Committee to Independent Directors				Against	Against	Shareholder
11	Report on Pay Disparity				Against	Against	Shareholder
12	Limit Awards to Executives				Against	Against	Shareholder
13	Limit Board Service for Other Companies				Against	Against	Shareholder
14	Separate Chairman and CEO Positions				Against	Against	Shareholder
15	Hire Advisor/Maximize Shareholder Value				Against	Against	Shareholder
16	Adopt a Retention Ratio for Executives and Directors				Against	Against	Shareholder
17	Require 70% to 80% Independent Board				Against	Against	Shareholder
18	Report on Political Contributions/Activities				Against	Against	Shareholder
IPC HOLDINGS LTD
Ticker:		IPCR	Security ID:	G4933P101
Meeting Date:		JUN 11, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph C.H. Johnson				For	For	Management
1.2	Elect Director James P. Bryce				For	For	Management
1.3	Elect Director Kenneth L. Hammond				For	For	Management
1.4	Elect Director Dr. Hon. C.E. James				For	For	Management
1.5	Elect Director Frank Mutch				For	For	Management
1.6	Elect Director Anthony M. Pilling				For	For	Management
2	Ratify Auditors				For	For	Management
ISTAR FINANCIAL INC.
Ticker:		SFI	Security ID:	45031U101
Meeting Date:		MAY 25, 2004	Meeting Type:	Annual
Record Date:		APR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jay Sugarman				For	For	Management
1.2	Elect Director Willis Andersen, Jr.				For	For	Management
1.3	Elect Director Robert W. Holman, Jr.				For	For	Management
1.4	Elect Director Robin Josephs				For	For	Management
1.5	Elect Director John G. McDonald				For	For	Management
1.6	Elect Director George R. Puskar				For	For	Management
1.7	Elect Director Jeffrey A. Weber				For	For	Management
2	Amend Deferred Compensation Plan				For	For	Management
3	Amend Omnibus Stock Plan				For	Against	Management
4	Ratify Auditors				For	For	Management

28

KEYSPAN CORPORATION
Ticker:		KSE	Security ID:	49337W100
Meeting Date:		MAY 20, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert B. Catell				For	For	Management
1.2	Elect Director Andrea S. Christensen				For	For	Management
1.3	Elect Director Alan H. Fishman				For	For	Management
1.4	Elect Director J. Atwood Ives				For	For	Management
1.5	Elect Director James R. Jones				For	For	Management
1.6	Elect Director James L. Larocca				For	For	Management
1.7	Elect Director Gloria C. Larson				For	For	Management
1.8	Elect Director Stephen W. Mckessy				For	For	Management
1.9	Elect Director Edward D. Miller				For	For	Management
1.10	Elect Director Vikki L. Pryor				For	For	Management
2	Ratify Auditors				For	For	Management
3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	For	Shareholder
KIMCO REALTY CORP.
Ticker:		KIM	Security ID:	49446R109
Meeting Date:		MAY 20, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Martin Kimmel				For	Withhold	Management
1.2	Elect Director Milton Cooper				For	Withhold	Management
1.3	Elect Director Richard G. Dooley				For	Withhold	Management
1.4	Elect Director Michael Flynn				For	Withhold	Management
1.5	Elect Director Joe Grills				For	For	Management
1.6	Elect Director David Henry				For	Withhold	Management
1.7	Elect Director F. Patrick Hughes				For	For	Management
1.8	Elect Director Frank Lourenso				For	Withhold	Management
1.9	Elect Director Richard Saltzman				For	For	Management
2	Amend Stock Option Plan				For	For	Management
3	Separate Chairman and CEO Positions				Against	For	Shareholder
NEW YORK COMMUNITY BANCORP, INC.
Ticker:		NYB	Security ID:	649445103
Meeting Date:		OCT 29, 2003	Meeting Type:	Special
Record Date:		SEP 12, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement				For	For	Management
2	Increase Authorized Common Stock				For	For	Management

29

NORTH FORK BANCORPORATION, INC.
Ticker:		NFB	Security ID:	659424105
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James F. Reeve				For	For	Management
1.2	Elect Director George H. Rowsom				For	For	Management
1.3	Elect Director Dr. Kurt R. Schmeller				For	For	Management
2	Ratify Auditors				For	For	Management
PPL CORP.
Ticker:		PPL	Security ID:	69351T106
Meeting Date:		APR 23, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William F. Hecht				For	For	Management
1.2	Elect Director Stuart Heydt				For	For	Management
1.3	Elect Director W. Keith Smith				For	For	Management
2	Ratify Auditors				For	For	Management
QUESTAR CORP.
Ticker:		STR	Security ID:	748356102
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Teresa Beck				For	For	Management
1.2	Elect Director R.D. Cash				For	For	Management
1.3	Elect Director Robert E. McKee III				For	Withhold	Management
1.4	Elect Director Gary G. Michael				For	For	Management
1.5	Elect Director Charles B. Stanley				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
SAFECO CORP.
Ticker:		SAFC	Security ID:	786429100
Meeting Date:		MAY 5, 2004	Meeting Type:	Annual
Record Date:		MAR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert S. Cline				For	Did Not Vote	Management
1.2	Elect Director G. Thompson Hutton				For	Did Not Vote	Management
1.3	Elect Director William W. Krippaehne, Jr.				For	Did Not Vote	Management
1.4	Elect Director Michael S. McGavick				For	Did Not Vote	Management
2	Ratify Auditors				For	Did Not Vote	Management
3	Limit Executive Compensation				Against	Did Not Vote	Shareholder

30

SARA LEE CORP.
Ticker:		SLE	Security ID:	803111103
Meeting Date:		OCT 30, 2003	Meeting Type:	Annual
Record Date:		SEP 2, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J.T. Battenberg III				For	For	Management
1.2	Elect Director Charles W. Coker				For	For	Management
1.3	Elect Director James S. Crown				For	For	Management
1.4	Elect Director Willie D. Davis				For	For	Management
1.5	Elect Director Vernon E. Jordan, Jr.				For	For	Management
1.6	Elect Director Laurette T. Koellner				For	For	Management
1.7	Elect Director Cornelis J.A. Van Lede				For	For	Management
1.8	Elect Director Joan D. Manley				For	For	Management
1.9	Elect Director Cary D. McMillan				For	For	Management
1.10	Elect Director C. Steven McMillan				For	For	Management
1.11	Elect Director Rozanne L. Ridgway				For	For	Management
1.12	Elect Director Richard L. Thomas				For	For	Management
2	Ratify Auditors				For	For	Management
3	Report on Charitable Contributions				Against	Against	Shareholder
4	Implement and Monitor Code of Corporate Conduct - ILO Standards				Against	Against	Shareholder
SBC COMMUNICATIONS INC.
Ticker:		SBC	Security ID:	78387G103
Meeting Date:		APR 30, 2004	Meeting Type:	Annual
Record Date:		MAR 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James E. Barnes				For	For	Management
1.2	Elect Director James A. Henderson				For	For	Management
1.3	Elect Director John B. McCoy				For	For	Management
1.4	Elect Director S. Donley Ritchey				For	For	Management
1.5	Elect Director Joyce M. Roche				For	For	Management
1.6	Elect Director Patricia P. Upton				For	For	Management
2	Ratify Auditors				For	For	Management
3	Amend Bylaws				For	For	Management
4	Report on Political Contributions/Activities				Against	Against	Shareholder
5	Change Size of Board of Directors				Against	For	Shareholder

31

SCANA CORPORATION
Ticker:		SCG		Security ID:	80589M102
Meeting Date:		APR 29, 2004		Meeting Type:	Annual
Record Date:		MAR 10, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William B. Bookhart, Jr					For	Did Not Vote	Management
1.2	Elect Director W. Hayne Hipp					For	Did Not Vote	Management
1.3	Elect Director Harold C. Stowe					For	Did Not Vote	Management
1.4	Elect Director G. Smedes York					For	Did Not Vote	Management
2	Approve Outside Director Stock Awards in Lieu of Cash					For	Did Not Vote	Management
3	Ratify Auditors					For	Did Not Vote	Management
SHURGARD STORAGE CENTERS, INC.
Ticker:			SHU	Security ID:	82567D104
Meeting Date:			JUN 29, 2004	Meeting Type:	Annual
Record Date:			JUN 3, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. K. ‘Annika’ Andrews					For	For	Management
1.2	Elect Director Charles K. Barbo					For	For	Management
1.3	Elect Director Howard P. Behar					For	For	Management
1.4	Elect Director Richard P. Fox					For	For	Management
2	Ratify Auditors					For	For	Management
3	Approve Omnibus Stock Plan					For	For	Management
U.S. BANCORP
Ticker:			USB	Security ID:	902973304
Meeting Date:			APR 20, 2004	Meeting Type:	Annual
Record Date:			FEB 26, 2004
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Victoria Buyniski Gluckman					For	Withhold	Management
1.2	Elect Director Arthur D. Collins, Jr.					For	For	Management
1.3	Elect Director Jerry W. Levin					For	For	Management
1.4	Elect Director Thomas E. Petry					For	For	Management
1.5	Elect Director Richard G. Reiten					For	For	Management
2	Ratify Auditors					For	For	Management
3	Limit Executive Compensation					Against	Against	Shareholder
4	Submit Executive Compensation to Vote					Against	Against	Shareholder
5	Amend Vote Requirements to Amend Articles/Bylaws/Charter					Against	For	Shareholder

32

VERIZON COMMUNICATIONS
Ticker:		VZ	Security ID:	92343V104
Meeting Date:		APR 28, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Barker				For	For	Management
1.2	Elect Director Richard L. Carrion				For	For	Management
1.3	Elect Director Robert W. Lane				For	For	Management
1.4	Elect Director Sandra O. Moose				For	For	Management
1.5	Elect Director Joseph Neubauer				For	For	Management
1.6	Elect Director Thomas H. O’Brien				For	For	Management
1.7	Elect Director Hugh B. Price				For	For	Management
1.8	Elect Director Ivan G. Seidenberg				For	For	Management
1.9	Elect Director Walter V. Shipley				For	For	Management
1.10	Elect Director John R. Stafford				For	For	Management
1.11	Elect Director Robert D. Storey				For	For	Management
2	Ratify Auditors				For	For	Management
3	Restore or Provide for Cumulative Voting				Against	For	Shareholder
4	Require Majority of Independent Directors on Board				Against	Against	Shareholder
5	Separate Chairman and CEO Positions				Against	For	Shareholder
6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	Against	Shareholder
7	Submit Executive Compensation to Vote				Against	For	Shareholder
8	Prohibit Awards to Executives				Against	Against	Shareholder
9	Report on Stock Option Distribution by Race and Gender				Against	Against	Shareholder
10	Report on Political Contributions/Activities				Against	Against	Shareholder
11	Cease Charitable Contributions				Against	Against	Shareholder
VF CORP.
Ticker:		VFC	Security ID:	918204108
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 9, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward E. Crutchfield				For	Withhold	Management
1.2	Elect Director George Fellows				For	Withhold	Management
1.3	Elect Director Daniel R. Hesse				For	Withhold	Management
1.4	Elect Director Clarence Otis, Jr.				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Declassify the Board of Directors				Against	For	Shareholder
5	Adopt ILO Based Code of Conduct				Against	Against	Shareholder
WASHINGTON MUTUAL, INC
Ticker:		WM	Security ID:	939322103
Meeting Date:		APR 20, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anne V. Farrell				For	For	Management
1.2	Elect Director Stephen E. Frank				For	For	Management
1.3	Elect Director Margaret Osmer Mcquade				For	For	Management
1.4	Elect Director William D. Schulte				For	For	Management
2	Ratify Auditors				For	For	Management
3	Limit Executive Compensation				Against	Against	Shareholder
WHIRLPOOL CORP.
Ticker:		WHR	Security ID:	963320106
Meeting Date:		APR 20, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Allan D. Gilmour				For	For	Management
1.2	Elect Director Michael F. Johnston				For	For	Management
1.3	Elect Director Janice D. Stoney				For	For	Management
1.4	Elect Director David R. Whitwam				For	For	Management
2	Amend Executive Incentive Bonus Plan				For	For	Management

33

MID CAP GROWTH FUND
ACCENTURE LTD BERMUDA
Ticker:		ACN	Security ID:	G1150G111
Meeting Date:		FEB 5, 2004	Meeting Type:	Annual
Record Date:		DEC 8, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Appoint Dennis F. Hightower, William L. Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors				For	For	Management
2	Approve KPMG LLP as Independent Auditors and Authorize Board to Fix Their Remuneration				For	For	Management
3	Transact Other Business (Non-Voting)				None	None	Management
ADOBE SYSTEMS INC.
Ticker:		ADBE	Security ID:	00724F101
Meeting Date:		APR 28, 2004	Meeting Type:	Annual
Record Date:		MAR 3, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael R. Cannon				For	For	Management
1.2	Elect Director Bruce R. Chizen				For	For	Management
1.3	Elect Director James E. Daley				For	For	Management
1.4	Elect Director Charles M. Geschke				For	For	Management
1.5	Elect Director Delbert W. Yocam				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Expense Stock Options				Against	For	Shareholder
4	Adopt a Plocy that will Committ Executives to Hold a Significant Percentage of their Shares				Against	For	Shareholder
5	Ratify Auditors				For	For	Management
ADVANCE AUTO PARTS INC
Ticker:		AAP	Security ID:	00751Y106
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 30, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lawrence P. Castellani				For	For	Management
1.2	Elect Director John C. Brouillard				For	For	Management
1.3	Elect Director Gilbert T. Ray				For	For	Management
1.4	Elect Director John M. Roth				For	For	Management
1.5	Elect Director Carlos A. Saladrigas				For	For	Management
1.6	Elect Director William L. Salter				For	For	Management
1.7	Elect Director Francesca Spinelli				For	For	Management
1.8	Elect Director Nicholas F. Taubman				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Ratify Auditors				For	For	Management

34

AFFILIATED COMPUTER SERVICES, INC.
Ticker:		ACS	Security ID:	008190100
Meeting Date:		OCT 30, 2003	Meeting Type:	Annual
Record Date:		SEP 19, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Darwin Deason				For	For	Management
1.2	Elect Director Jeffrey A. Rich				For	For	Management
1.3	Elect Director Mark A. King				For	For	Management
1.4	Elect Director Joseph P. O’Neill				For	For	Management
1.5	Elect Director Frank A. Rossi				For	For	Management
1.6	Elect Director J. Livingston Kosberg				For	For	Management
1.7	Elect Director Dennis McCuistion				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management
ALTERA CORP.
Ticker:		ALTR	Security ID:	021441100
Meeting Date:		MAY 11, 2004	Meeting Type:	Annual
Record Date:		MAR 16, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John P. Daane				For	For	Management
1.2	Elect Director Robert W. Reed				For	For	Management
1.3	Elect Director Charles M. Clough				For	For	Management
1.4	Elect Director Robert J. Finocchio Jr				For	For	Management
1.5	Elect Director Kevin Mcgarity				For	For	Management
1.6	Elect Director Paul Newhagen				For	For	Management
1.7	Elect Director William E. Terry				For	For	Management
1.8	Elect Director Susan Wang				For	For	Management
2	Amend Stock Option Plan				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Ratify Auditors				For	For	Management
5	Approve Option Expensing				Against	Against	Shareholder

35

AMBAC FINANCIAL GROUP, INC.
Ticker:		ABK	Security ID:	023139108
Meeting Date:		MAY 4, 2004	Meeting Type:	Annual
Record Date:		MAR 9, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Phillip B. Lassiter				For	For	Management
1.2	Elect Director Michael A. Callen				For	For	Management
1.3	Elect Director Renso L. Caporali				For	For	Management
1.4	Elect Director Jill M. Considine				For	For	Management
1.5	Elect Director Richard Dulude				For	For	Management
1.6	Elect Director Robert J. Genader				For	For	Management
1.7	Elect Director W. Grant Gregory				For	For	Management
1.8	Elect Director Laura S. Unger				For	For	Management
1.9	Elect Director Henry D. G. Wallace				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Amend Non-Employee Director Omnibus Stock Plan				For	For	Management
4	Ratify Auditors				For	For	Management
AMPHENOL CORP.
Ticker:		APH	Security ID:	032095101
Meeting Date:		MAY 26, 2004	Meeting Type:	Annual
Record Date:		MAR 29, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Andrew E. Lietz				For	For	Management
1.2	Elect Director Martin H. Loeffler				For	For	Management
1.3	Elect Director Michael W. Michelson				For	For	Management
2	Ratify Auditors				For	For	Management
3	Increase Authorized Common Stock				For	For	Management
4	Approve Non-Employee Director Stock Option Plan				For	For	Management
5	Approve Executive Incentive Bonus Plan				For	For	Management
APPLE COMPUTER, INC.
Ticker:		AAPL	Security ID:	037833100
Meeting Date:		APR 22, 2004	Meeting Type:	Annual
Record Date:		FEB 24, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William V. Campbell				For	For	Management
1.2	Elect Director Millard S. Drexler				For	For	Management
1.3	Elect Director Albert A. Gore, Jr.				For	For	Management
1.4	Elect Director Steven P. Jobs				For	For	Management
1.5	Elect Director Arthur D. Levinson				For	For	Management
1.6	Elect Director Jerome B. York				For	For	Management
2	Ratify Auditors				For	For	Management
3	Limit Executive Compensation				Against	Against	Shareholder

36

ARROW ELECTRONICS, INC.
Ticker:		ARW	Security ID:	042735100
Meeting Date:		MAY 27, 2004	Meeting Type:	Annual
Record Date:		MAR 29, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel W. Duval				For	For	Management
1.2	Elect Director John N. Hanson				For	For	Management
1.3	Elect Director Roger King				For	For	Management
1.4	Elect Director Karen Gordon Mills				For	For	Management
1.5	Elect Director William E. Mitchell				For	For	Management
1.6	Elect Director Stephen C. Patrick				For	For	Management
1.7	Elect Director Barry W. Perry				For	For	Management
1.8	Elect Director Richard S. Rosenbloom				For	For	Management
1.9	Elect Director John C. Waddell				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Other Business				For	For	Management
BAUSCH & LOMB INC.
Ticker:		BOL	Security ID:	071707103
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan M. Bennett				For	For	Management
1.2	Elect Director Domenico De Sole				For	For	Management
1.3	Elect Director Kenneth L. Wolfe				For	For	Management
1.4	Elect Director Ronald L. Zarrella				For	For	Management
2	Ratify Auditors				For	For	Management
BEA SYSTEMS, INC.
Ticker:		BEAS	Security ID:	073325102
Meeting Date:		JUN 11, 2004	Meeting Type:	Annual
Record Date:		APR 30, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dean O. Morton				For	Withhold	Management
1.2	Elect Director George Reyes				For	For	Management
2	Ratify Auditors				For	Against	Management
BEA SYSTEMS, INC.
Ticker:		BEAS	Security ID:	073325102
Meeting Date:		JUL 11, 2003	Meeting Type:	Annual
Record Date:		MAY 27, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William T. Coleman III				For	For	Management
1.2	Elect Director Dale Crandall				For	For	Management
1.3	Elect Director William H. Janeway				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management

37

BIOGEN IDEC INC
Ticker:		BIIB	Security ID:	09062X103
Meeting Date:		JUN 16, 2004	Meeting Type:	Annual
Record Date:		APR 20, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan Belzer				For	For	Management
1.2	Elect Director Mary L. Good				For	For	Management
1.3	Elect Director James C. Mullen				For	For	Management
1.4	Elect Director Bruce R. Ross				For	For	Management
2	Ratify Auditors				For	For	Management
BIOGEN, INC.
Ticker:		BGEN	Security ID:	090597105
Meeting Date:		NOV 12, 2003	Meeting Type:	Special
Record Date:		SEP 25, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement				For	For	Management
2	Adjourn Meeting				For	For	Management
BMC SOFTWARE, INC.
Ticker:		BMC	Security ID:	055921100
Meeting Date:		AUG 21, 2003	Meeting Type:	Annual
Record Date:		JUL 3, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director B. Garland Cupp				For	For	Management
1.2	Elect Director Robert E. Beauchamp				For	For	Management
1.3	Elect Director Jon E. Barfield				For	For	Management
1.4	Elect Director John W. Barter				For	For	Management
1.5	Elect Director Meldon K. Gafner				For	For	Management
1.6	Elect Director L.W. Gray				For	For	Management
1.7	Elect Director Kathleen A. O’Neil				For	For	Management
1.8	Elect Director George F. Raymond				For	For	Management
1.9	Elect Director Tom C. Tinsley				For	For	Management
2	Ratify Auditors				For	For	Management

38

BOK FINANCIAL CORP.
Ticker:		BOKF	Security ID:	05561Q201
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Fred Ball, Jr.				For	Withhold	Management
1.2	Elect Director Sharon J. Bell				For	For	Management
1.3	Elect Director Joseph E. Cappy				For	For	Management
1.4	Elect Director Luke R. Corbett				For	For	Management
1.5	Elect Director William E. Durrett				For	For	Management
1.6	Elect Director Robert G. Greer				For	Withhold	Management
1.7	Elect Director David F. Griffin				For	For	Management
1.8	Elect Director V. Burns Hargis				For	Withhold	Management
1.9	Elect Director E. Carey Joullian, IV				For	For	Management
1.10	Elect Director George B. Kaiser				For	Withhold	Management
1.11	Elect Director Judith Z. Kishner				For	For	Management
1.12	Elect Director David L. Kyle				For	Withhold	Management
1.13	Elect Director Robert J. LaFortune				For	For	Management
1.14	Elect Director Stanley A. Lybarger				For	Withhold	Management
1.15	Elect Director Steven J. Malcolm				For	For	Management
1.16	Elect Director Paula Marshall-Chapman				For	For	Management
1.17	Elect Director Steven E. Moore				For	Withhold	Management
1.18	Elect Director James A. Robinson				For	Withhold	Management
1.19	Elect Director L. Francis Rooney, III				For	For	Management
BROADCOM CORP.
Ticker:		BRCM	Security ID:	111320107
Meeting Date:		APR 29, 2004	Meeting Type:	Annual
Record Date:		MAR 5, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George L. Farinsky				For	For	Management
1.2	Elect Director John Major				For	For	Management
1.3	Elect Director Alan E. Ross				For	For	Management
1.4	Elect Director Henry Samueli, Ph.D.				For	For	Management
1.5	Elect Director Robert E. Switz				For	For	Management
1.6	Elect Director Werner F. Wolfen				For	For	Management
2	Amend Omnibus Stock Plan				For	Against	Management
3	Ratify Auditors				For	For	Management
CAREMARK RX, INC.
Ticker:		CMX	Security ID:	141705103
Meeting Date:		MAY 4, 2004	Meeting Type:	Annual
Record Date:		APR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edwin M. Banks				For	For	Management
1.2	Elect Director Colleen C. Welch, Ph.D.				For	For	Management
1.3	Elect Director Roger L. Headrick				For	For	Management
1.4	Elect Director Jean-Pierre Millon				For	For	Management
CARMAX INC
Ticker:		KMX	Security ID:	143130102
Meeting Date:		JUN 29, 2004	Meeting Type:	Annual
Record Date:		APR 30, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Keith D. Browning				For	For	Management
1.2	Elect Director James F. Clingman, Jr.				For	For	Management
1.3	Elect Director Hugh G. Robinson				For	For	Management
1.4	Elect Director Richard L. Sharp				For	For	Management
1.5	Elect Director Thomas G. Stemberg				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management

39

CBRL GROUP, INC.
Ticker:		CBRL	Security ID:	12489V106
Meeting Date:		NOV 25, 2003	Meeting Type:	Annual
Record Date:		SEP 26, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James D. Carreker				For	For	Management
1.2	Elect Director Robert V. Dale				For	For	Management
1.3	Elect Director Dan W. Evins				For	For	Management
1.4	Elect Director Robert C. Hilton				For	For	Management
1.5	Elect Director Charles E. Jones, Jr.				For	For	Management
1.6	Elect Director B. F. ‘Jack’ Lowery				For	Withhold	Management
1.7	Elect Director Gordon L. Miller				For	For	Management
1.8	Elect Director Martha M. Mitchell				For	Withhold	Management
1.9	Elect Director Andrea M. Weiss				For	For	Management
1.10	Elect Director Jimmie D. White				For	Withhold	Management
1.11	Elect Director Michael A. Woodhouse				For	For	Management
2	Ratify Auditors				For	For	Management
CDW CORP.
Ticker:		CDWC	Security ID:	12512N105
Meeting Date:		MAY 20, 2004	Meeting Type:	Annual
Record Date:		APR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michelle L. Collins				For	For	Management
1.2	Elect Director Casey G. Cowell				For	For	Management
1.3	Elect Director John A. Edwardson				For	For	Management
1.4	Elect Director Daniel S. Goldin				For	For	Management
1.5	Elect Director Donald P. Jacobs				For	For	Management
1.6	Elect Director Michael P. Krasny				For	For	Management
1.7	Elect Director Terry L. Lengfelder				For	For	Management
1.8	Elect Director Susan D. Wellington				For	For	Management
1.9	Elect Director Brian E. Williams				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan				For	Against	Management
CHECKFREE CORP.
Ticker:		CKFR	Security ID:	162813109
Meeting Date:		OCT 29, 2003	Meeting Type:	Annual
Record Date:		SEP 8, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark A. Johnson				For	For	Management
1.2	Elect Director Eugene F. Quinn				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Make Effort to Locate Women and Minorities for Board Nomination				Against	For	Shareholder

40

CHICO’S FAS, INC.
Ticker:		CHS	Security ID:	168615102
Meeting Date:		JUN 22, 2004	Meeting Type:	Annual
Record Date:		APR 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Helene B. Gralnick				For	Withhold	Management
1.2	Elect Director Verna K. Gibson				For	For	Management
1.3	Elect Director Betsy S. Atkins				For	For	Management
1.4	Elect Director Scott A. Edmonds				For	Withhold	Management
2	Change Range for Size of the Board				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Ratify Auditors				For	For	Management
CINTAS CORP.
Ticker:		CTAS	Security ID:	172908105
Meeting Date:		OCT 14, 2003	Meeting Type:	Annual
Record Date:		AUG 18, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Fix Number of Directors				For	For	Management
2.1	Elect Director Richard T. Farmer				For	Withhold	Management
2.2	Elect Director Robert J. Kohlhepp				For	For	Management
2.3	Elect Director Scott D. Farmer				For	For	Management
2.4	Elect Director Paul R. Carter				For	Withhold	Management
2.5	Elect Director Gerald V. Dirvin				For	Withhold	Management
2.6	Elect Director Robert J. Herbold				For	Withhold	Management
2.7	Elect Director Roger L. Howe				For	Withhold	Management
2.8	Elect Director David C. Phillips				For	Withhold	Management
3	Approve Non-Employee Director Stock Option Plan				For	For	Management
4	Expense Stock Options				Against	For	Shareholder
5	Establish a Nominating Committee of Independent Directors				Against	For	Shareholder
6	Require Majority of Independent Directors on Board				Against	For	Shareholder
7	Report on Code of Conduct				Against	Against	Shareholder

41

COGNOS INC.
Ticker:		CSN.	Security ID:	19244C109
Meeting Date:		JUN 23, 2004	Meeting Type:	Annual/Special
Record Date:		APR 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert G. Ashe				For	For	Management
1.2	Elect Director John E. Caldwell				For	For	Management
1.3	Elect Director Paul D. Damp				For	For	Management
1.4	Elect Director Pierre Y. Ducros				For	For	Management
1.5	Elect Director Robert W. Korthals				For	For	Management
1.6	Elect Director John J. Rando				For	For	Management
1.7	Elect Director Bill V. Russell				For	For	Management
1.8	Elect Director James M. Tory				For	For	Management
1.9	Elect Director Renato Zambonini				For	For	Management
2	Ratify Ernst & Young LLP as Auditors				For	For	Management
3	Amend 2003 - 2008 Stock Option Plan				For	For	Management
4	Eliminate Class of Preferred Stock				For	For	Management
COMMERCE BANCORP, INC.
Ticker:		CBH	Security ID:	200519106
Meeting Date:		JUN 11, 2004	Meeting Type:	Annual
Record Date:		APR 23, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Vernon W. Hill, II				For	For	Management
1.2	Elect Director Robert C. Beck				For	For	Management
1.3	Elect Director Jack R Bershad				For	For	Management
1.4	Elect Director Joseph E. Buckelew				For	For	Management
1.5	Elect Director Donald T. Difrancesco				For	For	Management
1.6	Elect Director John P. Ferguson				For	For	Management
1.7	Elect Director Morton N. Kerr				For	For	Management
1.8	Elect Director Steven M. Lewis				For	For	Management
1.9	Elect Director George E. Norcross, III				For	For	Management
1.10	Elect Director Joseph J. Plumeri, II				For	For	Management
1.11	Elect Director Daniel J. Ragone				For	For	Management
1.12	Elect Director Wm. A. Schwartz, Jr.				For	For	Management
1.13	Elect Director Joseph T. Tarquini, Jr.				For	For	Management
2	Approve Stock Option Plan				For	Against	Management
3	Increase Authorized Common Stock				For	Against	Management
4	Ratify Auditors				For	For	Management
CORNING INC.
Ticker:		GLW	Security ID:	219350105
Meeting Date:		APR 29, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeremy R. Knowles				For	For	Management
1.2	Elect Director Eugene C. Sit				For	For	Management
1.3	Elect Director William D. Smithburg				For	For	Management
1.4	Elect Director Hansel E. Tookes II				For	For	Management
1.5	Elect Director Wendell P. Weeks				For	For	Management
2	Ratify Auditors				For	For	Management
3	Submit Severance Agreement (Change-in-Control) to Shareholder Vote				Against	For	Shareholder

42

DAVITA INC.
Ticker:		DVA	Security ID:	23918K108
Meeting Date:		MAY 24, 2004	Meeting Type:	Annual
Record Date:		APR 19, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Nancy-Ann Deparle				For	For	Management
1.2	Elect Director Richard B. Fontaine				For	For	Management
1.3	Elect Director Peter T. Grauer				For	For	Management
1.4	Elect Director Michele J. Hooper				For	For	Management
1.5	Elect Director C. Raymond Larkin, Jr.				For	Withhold	Management
1.6	Elect Director John M. Nehra				For	For	Management
1.7	Elect Director William L. Roper				For	For	Management
1.8	Elect Director Kent J. Thiry				For	For	Management
DEL MONTE FOODS CO.
Ticker:		DLM	Security ID:	24522P103
Meeting Date:		SEP 12, 2003	Meeting Type:	Annual
Record Date:		JUL 18, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Samuel H. Armacost				For	For	Management
1.2	Elect Director Terence D. Martin				For	For	Management
1.3	Elect Director Richard G. Wolford				For	For	Management
2	Amend Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management
DUN & BRADSTREET CORP, THE
Ticker:		DNB	Security ID:	26483E100
Meeting Date:		MAY 4, 2004	Meeting Type:	Annual
Record Date:		MAR 11, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John W. Alden				For	For	Management
1.2	Elect Director Allan Z. Loren				For	For	Management
1.3	Elect Director Victor A. Pelson				For	For	Management
2	Ratify Auditors				For	For	Management
E.W. SCRIPPS CO. (THE)
Ticker:		SSP	Security ID:	811054204
Meeting Date:		APR 15, 2004	Meeting Type:	Annual
Record Date:		FEB 10, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David A. Galloway				For	For	Management
1.2	Elect Director Nicholas B. Paumgarten				For	Withhold	Management
1.3	Elect Director Ronald W. Tysoe				For	For	Management
1.4	Elect Director Julie A. Wrigley				For	For	Management

43

ELECTRONIC ARTS, INC.
Ticker:		ERTS	Security ID:	285512109
Meeting Date:		JUL 31, 2003	Meeting Type:	Annual
Record Date:		JUN 4, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M. Richard Asher				For	For	Management
1.2	Elect Director William J. Byron				For	For	Management
1.3	Elect Director Leonard S. Coleman				For	For	Management
1.4	Elect Director Gary M. Kusin				For	For	Management
1.5	Elect Director Gregory B. Maffei				For	For	Management
1.6	Elect Director Timothy Mott				For	For	Management
1.7	Elect Director Lawrence F. Probst III				For	For	Management
1.8	Elect Director Linda J. Srere				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Ratify Auditors				For	For	Management
EXPEDIA INC
Ticker:		EXPE	Security ID:	302125109
Meeting Date:		AUG 8, 2003	Meeting Type:	Special
Record Date:		JUN 25, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement				For	For	Management
FAIR ISAAC INC.
Ticker:		FIC	Security ID:	303250104
Meeting Date:		FEB 2, 2004	Meeting Type:	Annual
Record Date:		DEC 5, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. George Battle				For	For	Management
1.2	Elect Director Tony J. Christianson				For	For	Management
1.3	Elect Director Thomas G. Grudnowski				For	For	Management
1.4	Elect Director Alex W. Hart				For	Withhold	Management
1.5	Elect Director Philip G. Heasley				For	Withhold	Management
1.6	Elect Director Guy R. Henshaw				For	For	Management
1.7	Elect Director David S.P. Hopkins				For	For	Management
1.8	Elect Director Margaret L. Taylor				For	Withhold	Management
2	Increase Authorized Common Stock				For	For	Management
3	Ratify Auditors				For	For	Management
FAIRMONT HOTELS & RESORTS
Ticker:		FHR.	Security ID:	305204109
Meeting Date:		APR 27, 2004	Meeting Type:	Annual/Special
Record Date:		MAR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director S. E. Bachand				For	For	Management
1.2	Elect Director W. R. Fatt				For	For	Management
1.3	Elect Director P. C. Godsoe				For	For	Management
1.4	Elect Director M. J. Kowalski				For	For	Management
1.5	Elect Director D. P. O’Brien				For	For	Management
1.6	Elect Director K. M. Rose				For	For	Management
1.7	Elect Director J. L. Sharpe				For	For	Management
1.8	Elect Director L. P. Sharpe				For	For	Management
1.9	Elect Director R. S. Singer				For	For	Management
1.10	Elect Director C. S. Taylor				For	For	Management
2	Ratify PricewaterhouseCoopers LLP as Auditors				For	For	Management
3	Reconfirm Shareholder Rights Plan (Poison Pill)				For	For	Management

44

FMC TECHNOLOGIES, INC.
Ticker:		FTI	Security ID:	30249U101
Meeting Date:		APR 21, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Asbjorn Larsen				For	For	Management
1.2	Elect Director Joseph H. Netherland				For	For	Management
1.3	Elect Director James R. Thompson				For	For	Management
FOOT LOCKER INC
Ticker:		FL	Security ID:	344849104
Meeting Date:		MAY 26, 2004	Meeting Type:	Annual
Record Date:		APR 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James E. Preston				For	For	Management
1.2	Elect Director Matthew D. Serra				For	For	Management
1.3	Elect Director Christopher A. Sinclair				For	For	Management
1.4	Elect Director Dona D. Young				For	For	Management
2	Ratify Auditors				For	For	Management
GENZYME CORP.
Ticker:		GENZ	Security ID:	372917104
Meeting Date:		MAY 27, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Douglas A. Berthiaume				For	For	Management
1.2	Elect Director Henry E. Blair				For	For	Management
1.3	Elect Director Gail K. Boudreaux				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management
3	Approve Stock Option Plan				For	For	Management
4	Amend Non-Employee Director Stock Option Plan				For	For	Management
5	Increase Authorized Preferred Stock				For	Against	Management
6	Ratify Auditors				For	For	Management
7	Limit Awards to Executives				Against	Against	Shareholder

45

GILEAD SCIENCES, INC.
Ticker:		GILD	Security ID:	375558103
Meeting Date:		MAY 25, 2004	Meeting Type:	Annual
Record Date:		APR 5, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Berg				For	For	Management
1.2	Elect Director Etienne F. Davignon				For	For	Management
1.3	Elect Director James M. Denny				For	For	Management
1.4	Elect Director John C. Martin				For	For	Management
1.5	Elect Director Gordon E. Moore				For	For	Management
1.6	Elect Director Nicholas G. Moore				For	For	Management
1.7	Elect Director George P. Shultz				For	For	Management
1.8	Elect Director Gayle E. Wilson				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Increase Authorized Common Stock				For	For	Management
HARSCO CORP.
Ticker:		HSC	Security ID:	415864107
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 4, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director G.D.H. Butler				For	For	Management
1.2	Elect Director J.I. Scheiner				For	For	Management
1.3	Elect Director R.C. Wilburn				For	For	Management
2	Amend Non-Employee Director Stock Option Plan				For	For	Management
3	Amend Omnibus Stock Plan				For	For	Management
4	Ratify Auditors				For	For	Management
HCC INSURANCE HOLDINGS, INC.
Ticker:		HCC	Security ID:	404132102
Meeting Date:		MAY 13, 2004	Meeting Type:	Annual
Record Date:		APR 5, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank J. Bramanti				For	For	Management
1.2	Elect Director Patrick B. Collins				For	For	Management
1.3	Elect Director James R. Crane				For	For	Management
1.4	Elect Director J. Robert Dickerson				For	For	Management
1.5	Elect Director Edward H. Ellis, Jr.				For	For	Management
1.6	Elect Director James C. Flagg				For	For	Management
1.7	Elect Director Allan W. Fulkerson				For	For	Management
1.8	Elect Director Walter J. Lack				For	For	Management
1.9	Elect Director Michael A.F. Roberts				For	For	Management
1.10	Elect Director Stephen L. Way				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management

46

HEALTH MANAGEMENT ASSOCIATES, INC.
Ticker:		HMA	Security ID:	421933102
Meeting Date:		FEB 17, 2004	Meeting Type:	Annual
Record Date:		DEC 19, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William J. Schoen				For	For	Management
1.2	Elect Director Joseph V. Vumbacco				For	For	Management
1.3	Elect Director Kent P. Dauten				For	For	Management
1.4	Elect Director Donald E. Kiernan				For	For	Management
1.5	Elect Director Robert A. Knox				For	For	Management
1.6	Elect Director William E. Mayberry, M.D.				For	For	Management
1.7	Elect Director William C. Steere, Jr.				For	For	Management
1.8	Elect Director Randolph W. Westerfield, Ph.D.				For	For	Management
HEWITT ASSOCIATES, INC.
Ticker:		HEW	Security ID:	42822Q100
Meeting Date:		JAN 28, 2004	Meeting Type:	Annual
Record Date:		DEC 1, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael E. Greenlees				For	For	Management
1.2	Elect Director James P. Kelly				For	For	Management
1.3	Elect Director Steven P. Stanbrook				For	For	Management
2	Ratify Auditors				For	For	Management
HILTON HOTELS CORP.
Ticker:		HLT	Security ID:	432848109
Meeting Date:		MAY 27, 2004	Meeting Type:	Annual
Record Date:		MAR 29, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. Steven Crown				For	For	Management
1.2	Elect Director David Michels				For	For	Management
1.3	Elect Director John H. Myers				For	For	Management
1.4	Elect Director Donna F. Tuttle				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Approve Incentive Bonus Plan				For	For	Management
5	Declassify the Board of Directors				Against	For	Shareholder
6	Require Majority of Independent Directors on Board				Against	For	Shareholder

47

INTERNATIONAL GAME TECHNOLOGY
Ticker:		IGT	Security ID:	459902102
Meeting Date:		MAR 2, 2004	Meeting Type:	Annual
Record Date:		JAN 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director G. Thomas Baker				For	For	Management
1.2	Elect Director Neil Barsky				For	For	Management
1.3	Elect Director Robert A. Bittman				For	For	Management
1.4	Elect Director Richard R. Burt				For	For	Management
1.5	Elect Director Leslie S. Heisz				For	For	Management
1.6	Elect Director Robert A. Mathewson				For	For	Management
1.7	Elect Director Thomas J. Matthews				For	For	Management
1.8	Elect Director Robert Miller				For	Withhold	Management
1.9	Elect Director Frederick B. Rentschler				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management
3	Ratify Auditors				For	For	Management
INTUIT, INC.
Ticker:		INTU	Security ID:	461202103
Meeting Date:		OCT 30, 2003	Meeting Type:	Annual
Record Date:		SEP 2, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen M. Bennett				For	For	Management
1.2	Elect Director Christopher W. Brody				For	For	Management
1.3	Elect Director William V. Campbell				For	For	Management
1.4	Elect Director Scott D. Cook				For	For	Management
1.5	Elect Director L. John Doerr				For	For	Management
1.6	Elect Director Donna L. Dubinsky				For	For	Management
1.7	Elect Director Michael R. Hallman				For	For	Management
1.8	Elect Director Stratton D. Sclavos				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management
3	Ratify Auditors				For	For	Management
JABIL CIRCUIT, INC.
Ticker:		JBL	Security ID:	466313103
Meeting Date:		JAN 13, 2004	Meeting Type:	Annual
Record Date:		NOV 14, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William D. Morean				For	For	Management
1.2	Elect Director Thomas A. Sansone				For	For	Management
1.3	Elect Director Timothy L. Main				For	For	Management
1.4	Elect Director Lawrence J. Murphy				For	For	Management
1.5	Elect Director Mel S. Lavitt				For	For	Management
1.6	Elect Director Steven A. Raymund				For	For	Management
1.7	Elect Director Frank A. Newman				For	For	Management
1.8	Elect Director Laurence S. Grafstein				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management

48

JDS UNIPHASE CORP.
Ticker:		JDSU	Security ID:	46612J101
Meeting Date:		NOV 6, 2003	Meeting Type:	Annual
Record Date:		SEP 15, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert E. Enos				For	For	Management
1.2	Elect Director Peter A. Guglielmi				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
KLA-TENCOR CORP.
Ticker:		KLAC	Security ID:	482480100
Meeting Date:		NOV 5, 2003	Meeting Type:	Annual
Record Date:		SEP 15, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.a	Elect Director H. Raymond Bingham				For	For	Management
1.b	Elect Director Robert T. Bond				For	For	Management
1.c	Elect Director Richard J. Elkus, Jr.				For	For	Management
1.d	Elect Director Michael E. Marks				For	For	Management
2	Ratify Auditors				For	For	Management
LABORATORY CORPORATION OF AMERICA HOLDINGS
Ticker:		LH	Security ID:	50540R409
Meeting Date:		MAY 12, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas P. Mac Mahon				For	For	Management
1.2	Elect Director Jean-Luc Belingard				For	For	Management
1.3	Elect Director Wendy E. Lane				For	For	Management
1.4	Elect Director R.E. Mittelstaedt, Jr.				For	For	Management
1.5	Elect Director Andrew G. Wallace, M.D.				For	For	Management
1.6	Elect Director M. Keith Weikel				For	For	Management
1.7	Elect Director Craig M. Watson				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management
3	Ratify Auditors				For	For	Management
LENNAR CORP.
Ticker:		LEN	Security ID:	526057104
Meeting Date:		MAR 30, 2004	Meeting Type:	Annual
Record Date:		FEB 5, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Irving Bolotin				For	Withhold	Management
1.2	Elect Director R. Kirk Landon				For	For	Management
1.3	Elect Director Donna E. Shalala				For	For	Management
2	Other Business				For	For	Management

49

LEXMARK INTERNATIONAL, INC.
Ticker:		LXK	Security ID:	529771107
Meeting Date:		APR 22, 2004	Meeting Type:	Annual
Record Date:		MAR 5, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank T. Cary				For	For	Management
1.2	Elect Director Paul J. Curlander				For	For	Management
1.3	Elect Director Martin D. Walker				For	For	Management
1.4	Elect Director James F. Hardymon				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management
M & T BANK CORP.
Ticker:		MTB	Security ID:	55261F104
Meeting Date:		APR 20, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William F. Allyn				For	For	Management
1.2	Elect Director Brent D. Baird				For	For	Management
1.3	Elect Director Robert J. Bennett				For	For	Management
1.4	Elect Director C. Angela Bontempo				For	For	Management
1.5	Elect Director Robert T. Brady				For	For	Management
1.6	Elect Director Emerson L. Brumback				For	For	Management
1.7	Elect Director Michael D. Buckley				For	For	Management
1.8	Elect Director Patrick J. Callan				For	For	Management
1.9	Elect Director R. Carlos Carballada				For	For	Management
1.10	Elect Director T. Jefferson Cunningham III				For	For	Management
1.11	Elect Director Donald Devorris				For	For	Management
1.12	Elect Director Richard E. Garman				For	Withhold	Management
1.13	Elect Director James V. Glynn				For	For	Management
1.14	Elect Director Derek C. Hathaway				For	For	Management
1.15	Elect Director Daniel R. Hawbaker				For	For	Management
1.16	Elect Director Patrick W.E. Hodgson				For	For	Management
1.17	Elect Director Gary Kennedy				For	For	Management
1.18	Elect Director Richard G. King				For	For	Management
1.19	Elect Director Reginald B. Newman, II				For	For	Management
1.20	Elect Director Jorge G. Pereira				For	For	Management
1.21	Elect Director Michael P. Pinto				For	For	Management
1.22	Elect Director Robert E. Sadler, Jr.				For	For	Management
1.23	Elect Director Eugene J. Sheehy				For	For	Management
1.24	Elect Director Stephen G. Sheetz				For	For	Management
1.25	Elect Director Herbert L. Washington				For	For	Management
1.26	Elect Director Robert G. Wilmers				For	For	Management
2	Ratify Auditors				For	For	Management

50

MACROMEDIA, INC.
Ticker:		MACR	Security ID:	556100105
Meeting Date:		JUL 24, 2003	Meeting Type:	Annual
Record Date:		MAY 27, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert K. Burgess				For	For	Management
1.2	Elect Director John (Ian) Giffen				For	Withhold	Management
1.3	Elect Director William H. Harris, Jr.				For	For	Management
1.4	Elect Director Robert A. Kotick				For	For	Management
1.5	Elect Director Donald L. Lucas				For	For	Management
1.6	Elect Director Timothy O’Reilly				For	For	Management
1.7	Elect Director William B. Welty				For	For	Management
2	Approve Employee Stock Purchase Plan				For	For	Management
3	Ratify Auditors				For	For	Management
MAXIM INTEGRATED PRODUCTS, INC.
Ticker:		MXIM	Security ID:	57772K101
Meeting Date:		NOV 13, 2003	Meeting Type:	Annual
Record Date:		SEP 15, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Bergman				For	For	Management
1.2	Elect Director John F. Gifford				For	Withhold	Management
1.3	Elect Director B. Kipling Hagopian				For	For	Management
1.4	Elect Director M. D. Sampels				For	For	Management
1.5	Elect Director A. R. Frank Wazzan				For	For	Management
2	Amend Stock Option Plan				For	Against	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Ratify Auditors				For	For	Management
MEDICIS PHARMACEUTICAL CORP.
Ticker:		MRX	Security ID:	584690309
Meeting Date:		NOV 19, 2003	Meeting Type:	Annual
Record Date:		OCT 10, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arthur G. Altschul, Jr.				For	Withhold	Management
1.2	Elect Director Philip S. Schein, M.D.				For	Withhold	Management
2	Increase Authorized Common Stock				For	Against	Management
3	Ratify Auditors				For	Against	Management
MEMC ELECTRONIC MATERIALS, INC.
Ticker:		WFR	Security ID:	552715104
Meeting Date:		APR 27, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John Marren				For	Withhold	Management
1.2	Elect Director William E. Stevens				For	For	Management
1.3	Elect Director William D. Watkins				For	For	Management
1.4	Elect Director James B. Williams				For	Withhold	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Amend Omnibus Stock Plan				For	For	Management
4	Amend Omnibus Stock Plan				For	For	Management
5	Amend Omnibus Stock Plan				For	For	Management

51

MERCURY INTERACTIVE CORP.
Ticker:		MERQ	Security ID:	589405109
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Amnon Landan				For	For	Management
1.2	Elect Director Igal Kohavi				For	For	Management
1.3	Elect Director Clyde Ostler				For	For	Management
1.4	Elect Director Yair Shamir				For	For	Management
1.5	Elect Director Giora Yaron				For	For	Management
1.6	Elect Director Anthony Zingale				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Ratify Auditors				For	For	Management
MICROCHIP TECHNOLOGY, INC.
Ticker:		MCHP	Security ID:	595017104
Meeting Date:		AUG 15, 2003	Meeting Type:	Annual
Record Date:		JUN 20, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steve Sanghi				For	For	Management
1.2	Elect Director Albert J. Hugo-Martinez				For	For	Management
1.3	Elect Director L.B. Day				For	For	Management
1.4	Elect Director Matthew W. Chapman				For	For	Management
1.5	Elect Director Wade F. Meyercord				For	For	Management
2	Amend Employee Stock Purchase Plan				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
MILLENNIUM PHARMACEUTICALS, INC.
Ticker:		MLNM	Security ID:	599902103
Meeting Date:		MAY 7, 2004	Meeting Type:	Annual
Record Date:		MAR 10, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles J. Homcy, M.D.				For	For	Management
1.2	Elect Director Raju S. Kucherlapati, Ph.D.				For	For	Management
1.3	Elect Director Eric S. Lander, Ph.D.				For	For	Management
2	Ratify Auditors				For	For	Management
NABORS INDUSTRIES, LTD.
Ticker:		NBR	Security ID:	G6359F103
Meeting Date:		JUN 1, 2004	Meeting Type:	Annual
Record Date:		APR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James L. Payne				For	For	Management
1.2	Elect Director Hans W. Schmidt				For	For	Management
2	Ratify Auditors				For	For	Management
3	SHAREHOLDER PROPOSAL TO CHANGE NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE.				Against	Against	Management

52

NBTY, INC.
Ticker:		NTY	Security ID:	628782104
Meeting Date:		APR 26, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arthur Rudolph				For	For	Management
1.2	Elect Director Glenn Cohen				For	For	Management
1.3	Elect Director Michael L. Ashner				For	For	Management
1.4	Elect Director Michael C. Slade				For	For	Management
2	Ratify Auditors				For	For	Management
NETWORK APPLIANCE, INC.
Ticker:		NTAP	Security ID:	64120L104
Meeting Date:		SEP 2, 2003	Meeting Type:	Annual
Record Date:		JUL 7, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel J. Warmenhoven				For	For	Management
1.2	Elect Director Donald T. Valentine				For	For	Management
1.3	Elect Director Sanjiv Ahuja				For	For	Management
1.4	Elect Director Carol A. Bartz				For	For	Management
1.5	Elect Director Michael R. Hallman				For	For	Management
1.6	Elect Director Nicholas G. Moore				For	For	Management
1.7	Elect Director Dr. Sachio Semmoto				For	For	Management
1.8	Elect Director Robert T. Wall				For	For	Management
2	Amend Omnibus Stock Plan				For	Against	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Ratify Auditors				For	For	Management
5	Other Business				For	For	Management
NEXTEL COMMUNICATIONS, INC.
Ticker:		NXTL	Security ID:	65332V103
Meeting Date:		MAY 27, 2004	Meeting Type:	Annual
Record Date:		APR 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Keith J. Bane				For	For	Management
1.2	Elect Director V. Janet Hill				For	For	Management
2	Ratify Auditors				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management

53

NEXTEL PARTNERS, INC.
Ticker:		NXTP	Security ID:	65333F107
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		APR 2, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Adam Aron				For	For	Management
1.2	Elect Director John Chapple				For	For	Management
1.3	Elect Director Steven B. Dodge				For	For	Management
1.4	Elect Director Timothy Donahue				For	For	Management
1.5	Elect Director Caroline H. Rapking				For	For	Management
1.6	Elect Director James N. Perry, Jr.				For	For	Management
1.7	Elect Director Dennis M. Weibling				For	For	Management
2	Ratify Auditors				For	For	Management
3	Amend Stock Option Plan				For	Against	Management
4	Increase Authorized Common Stock				For	For	Management
5	Permit Board to Amend Bylaws Without Shareholder Consent				For	Against	Management
NOVELLUS SYSTEMS, INC.
Ticker:		NVLS	Security ID:	670008101
Meeting Date:		APR 16, 2004	Meeting Type:	Annual
Record Date:		FEB 17, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard S. Hill				For	For	Management
1.2	Elect Director Neil R. Bonke				For	For	Management
1.3	Elect Director Youssef A. El-Mansy				For	For	Management
1.4	Elect Director J. David Litster				For	For	Management
1.5	Elect Director Yoshio Nishi				For	For	Management
1.6	Elect Director Glen G. Possley				For	For	Management
1.7	Elect Director Ann D. Rhoads				For	For	Management
1.8	Elect Director William R. Spivey				For	For	Management
1.9	Elect Director Delbert A. Whitaker				For	For	Management
2	Ratify Auditors				For	For	Management
3	Provision of Non-Audit Services by Independent Auditors				Against	Against	Shareholder
4	Limit Executive Compensation				Against	Against	Shareholder
OMNICARE, INC.
Ticker:		OCR	Security ID:	681904108
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward L. Hutton				For	For	Management
1.2	Elect Director Joel F. Gemunder				For	For	Management
1.3	Elect Director Charles H. Erhart, Jr.				For	For	Management
1.4	Elect Director David W. Froesel, Jr.				For	For	Management
1.5	Elect Director Sandra E. Laney				For	For	Management
1.6	Elect Director Andrea R. Lindell, DNSc, RN				For	For	Management
1.7	Elect Director Sheldon Margen, M.D.				For	For	Management
1.8	Elect Director John H. Timoney				For	For	Management
1.9	Elect Director Amy Wallman				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management

54

ORBITZ, INC.
Ticker:		ORBZ	Security ID:	68556Y100
Meeting Date:		JUN 2, 2004	Meeting Type:	Annual
Record Date:		APR 7, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Denise K. Fletcher				For	For	Management
2	Ratify Auditors				For	For	Management
OUTBACK STEAKHOUSE, INC.
Ticker:		OSI	Security ID:	689899102
Meeting Date:		APR 21, 2004	Meeting Type:	Annual
Record Date:		FEB 27, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John A. Brabson, Jr.				For	For	Management
1.2	Elect Director Lee Roy Selmon				For	For	Management
2	Amend Omnibus Stock Plan				For	Against	Management
3	Other Business				For	For	Management
PAR PHARMACEUTICAL COS INC
Ticker:		PRX	Security ID:	717125108
Meeting Date:		MAY 26, 2004	Meeting Type:	Annual
Record Date:		APR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter W. Williams				For	For	Management
1.2	Elect Director Mark Auerbach				For	For	Management
1.3	Elect Director John D. Abernathy				For	For	Management
2	Change Company Name				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Amend Non-Employee Director Stock Option Plan				For	For	Management
5	Approve Executive Incentive Bonus Plan				For	For	Management
PETSMART
Ticker:		PETM	Security ID:	716768106
Meeting Date:		JUN 10, 2004	Meeting Type:	Annual
Record Date:		APR 12, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara A. Munder				For	For	Management
1.2	Elect Director Thomas G. Stemberg				For	For	Management
1.3	Elect Director Nancy J. Pedot				For	For	Management
1.4	Elect Director Jeffery W. Yabuki				For	For	Management
1.5	Elect Director Rita V. Foley				For	For	Management
2	Ratify Auditors				For	For	Management

55

PIONEER NATURAL RESOURCES CO.
Ticker:		PXD	Security ID:	723787107
Meeting Date:		MAY 13, 2004	Meeting Type:	Annual
Record Date:		MAR 17, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Hartwell Gardner				For	For	Management
1.2	Elect Director James L. Houghton				For	For	Management
1.3	Elect Director Linda K. Lawson				For	For	Management
2	Ratify Auditors				For	For	Management
PMC-SIERRA, INC.
Ticker:		PMCS	Security ID:	69344F106
Meeting Date:		MAY 14, 2004	Meeting Type:	Annual
Record Date:		MAR 15, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert Bailey				For	For	Management
1.2	Elect Director Alexandre Balkanski				For	For	Management
1.3	Elect Director Richard Belluzzo				For	For	Management
1.4	Elect Director James Diller				For	Withhold	Management
1.5	Elect Director Jonathan Judge				For	For	Management
1.6	Elect Director William Kurtz				For	For	Management
1.7	Elect Director Frank Marshall				For	For	Management
1.8	Elect Director Lewis Wilks				For	For	Management
2	Ratify Auditors				For	For	Management
POLARIS INDUSTRIES, INC.
Ticker:		PII	Security ID:	731068102
Meeting Date:		APR 22, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Andris A. Baltins				For	Withhold	Management
1.2	Elect Director Thomas C. Tiller				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Approve Long Term Incentive Plan				For	For	Management
4	Amend Stock Option Plan				For	For	Management
5	Other Business				For	For	Management

56

POLYCOM, INC.
Ticker:		PLCM	Security ID:	73172K104
Meeting Date:		JUN 2, 2004	Meeting Type:	Annual
Record Date:		APR 9, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Betsy S. Atkins				For	For	Management
1.2	Elect Director John Seely Brown				For	For	Management
1.3	Elect Director Robert C. Hagerty				For	For	Management
1.4	Elect Director John A. Kelley, Jr.				For	For	Management
1.5	Elect Director Michael R. Kourey				For	For	Management
1.6	Elect Director Stanley J. Meresman				For	For	Management
1.7	Elect Director William A. Owens				For	Withhold	Management
1.8	Elect Director Durk I. Jager				For	For	Management
1.9	Elect Director Thomas G. Stemberg				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
PRIDE INTERNATIONAL, INC.
Ticker:		PDE	Security ID:	74153Q102
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert L. Barbanell				For	For	Management
1.2	Elect Director Paul A. Bragg				For	For	Management
1.3	Elect Director David A.B. Brown				For	For	Management
1.4	Elect Director J.C. Burton				For	For	Management
1.5	Elect Director Jorge E. Estrada				For	For	Management
1.6	Elect Director William E. Macaulay				For	For	Management
1.7	Elect Director Ralph D. Mcbride				For	Withhold	Management
1.8	Elect Director David B. Robson				For	For	Management
2	Approve Non-Employee Director Stock Option Plan				For	For	Management
3	Ratify Auditors				For	For	Management
REGAL ENTERTAINMENT GROUP
Ticker:		RGC	Security ID:	758766109
Meeting Date:		MAY 12, 2004	Meeting Type:	Annual
Record Date:		APR 7, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas D. Bell, Jr.				For	For	Management
1.2	Elect Director Craig D. Slater				For	Withhold	Management
2	Ratify Auditors				For	For	Management

57

ROYAL CARIBBEAN CRUISES LTD.
Ticker:		RCL	Security ID:	V7780T103
Meeting Date:		MAY 25, 2004	Meeting Type:	Annual
Record Date:		MAR 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tor B. Arneberg				For	For	Management
1.2	Elect Director William L. Kimsey				For	For	Management
1.3	Elect Director Gert W. Munthe				For	For	Management
1.4	Elect Director Thomas J. Pritzker				For	For	Management
2	APPROVAL OF THE AMENDED AND RESTATED 2000 STOCK AWARD PLAN.				For	For	Management
3	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS INDEPENDENT ACCOUNTANTS FOR 2004.				For	For	Management
RUBY TUESDAY, INC.
Ticker:		RI	Security ID:	781182100
Meeting Date:		OCT 7, 2003	Meeting Type:	Annual
Record Date:		AUG 12, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. Donald Ratajczak				For	For	Management
1.2	Elect Director Samuel E. Beall, III				For	For	Management
1.3	Elect Director Claire L. Arnold				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Report on Impact of Genetically Engineered Foods				Against	Against	Shareholder
SEPRACOR INC.
Ticker:		SEPR	Security ID:	817315104
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		APR 6, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Digby W. Barrios				For	For	Management
1.2	Elect Director Alan A. Steigrod				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management
SIEBEL SYSTEMS, INC.
Ticker:		SEBL	Security ID:	826170102
Meeting Date:		JUN 23, 2004	Meeting Type:	Annual
Record Date:		APR 29, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Scott Hartz				For	For	Management
1.2	Elect Director Charles R. Schwab				For	For	Management
1.3	Elect Director George T. Shaheen				For	For	Management
1.4	Elect Director John W. White				For	For	Management
2	Ratify Auditors				For	For	Management
3	Expense Stock Options				Abstain	Against	Shareholder

58

SILICON LABORATORIES, INC.
Ticker:		SLAB	Security ID:	826919102
Meeting Date:		APR 29, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel A. Artusi				For	For	Management
1.2	Elect Director William G. Bock				For	For	Management
1.3	Elect Director R. Ted Enloe III				For	For	Management
2	Ratify Auditors				For	For	Management
STAPLES, INC.
Ticker:		SPLS	Security ID:	855030102
Meeting Date:		JUN 17, 2004	Meeting Type:	Annual
Record Date:		APR 19, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arthur M. Blank				For	For	Management
1.2	Elect Director Gary L. Crittenden				For	For	Management
1.3	Elect Director Martin Trust				For	For	Management
1.4	Elect Director Paul F. Walsh				For	For	Management
2	Approve Omnibus Stock Plan				For	For	Management
3	Amend Employee Stock Purchase Plan				For	For	Management
4	Amend Employee Stock Purchase Plan				For	For	Management
5	Ratify Auditors				For	For	Management
6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	Against	Shareholder
7	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	For	Shareholder
8	Limit Executive Compensation				Against	Against	Shareholder
9	Prohibit Auditor from Providing Non-Audit Services				Against	Against	Shareholder
STATION CASINOS, INC.
Ticker:		STN	Security ID:	857689103
Meeting Date:		MAY 19, 2004	Meeting Type:	Annual
Record Date:		MAR 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lorenzo J. Fertitta				For	Withhold	Management
1.2	Elect Director Blake L. Sartini				For	Withhold	Management
1.3	Elect Director James E. Nave, D.V.M.				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Other Business				For	For	Management

59

STERIS CORP.
Ticker:		STE	Security ID:	859152100
Meeting Date:		JUL 25, 2003	Meeting Type:	Annual
Record Date:		MAY 29, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen R. Hardis				For	For	Management
1.2	Elect Director Raymond A. Lancaster				For	For	Management
1.3	Elect Director J.B. Richey				For	For	Management
1.4	Elect Director Les C. Vinney				For	For	Management
2	Declassify the Board of Directors				Against	For	Shareholder
SYMANTEC CORP.
Ticker:		SYMC	Security ID:	871503108
Meeting Date:		AUG 21, 2003	Meeting Type:	Annual
Record Date:		JUL 8, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tania Amochaev				For	For	Management
1.2	Elect Director William Coleman				For	For	Management
1.3	Elect Director Dr. Per-Kristian Halvorsen				For	For	Management
1.4	Elect Director David Mahoney				For	For	Management
1.5	Elect Director Robert S. Miller				For	For	Management
1.6	Elect Director Bill Owens				For	For	Management
1.7	Elect Director George Reyes				For	For	Management
1.8	Elect Director Daniel H. Schulman				For	For	Management
1.9	Elect Director John W. Thompson				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Amend Stock Option Plan				For	Against	Management
4	Approve Executive Incentive Bonus Plan				For	For	Management
5	Ratify Auditors				For	For	Management
T. ROWE PRICE GROUP, INC.
Ticker:		TROW	Security ID:	74144T108
Meeting Date:		APR 8, 2004	Meeting Type:	Annual
Record Date:		FEB 6, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward C. Bernard				For	For	Management
1.2	Elect Director James T. Brady				For	For	Management
1.3	Elect Director D. William J. Garrett				For	For	Management
1.4	Elect Director Donald B. Hebb, Jr.				For	For	Management
1.5	Elect Director James A.C. Kennedy				For	For	Management
1.6	Elect Director James S. Riepe				For	For	Management
1.7	Elect Director George A. Roche				For	For	Management
1.8	Elect Director Brian C. Rogers				For	For	Management
1.9	Elect Director Dr. Alfred Sommer				For	For	Management
1.10	Elect Director Dwight S. Taylor				For	For	Management
1.11	Elect Director Anne Marie Whittemore				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
4	Other Business				For	For	Management

60

TAKE-TWO INTERACTIVE SOFTWARE, INC.
Ticker:		TTWO	Security ID:	874054109
Meeting Date:		NOV 17, 2003	Meeting Type:	Special
Record Date:		OCT 6, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Increase Authorized Common Stock				For	For	Management
TALBOTS, INC., THE
Ticker:		TLB	Security ID:	874161102
Meeting Date:		MAY 27, 2004	Meeting Type:	Annual
Record Date:		APR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arnold B. Zetcher				For	Withhold	Management
1.2	Elect Director John W. Gleeson				For	For	Management
1.3	Elect Director Elizabeth T. Kennan				For	For	Management
1.4	Elect Director Yoichi Kimura				For	Withhold	Management
1.5	Elect Director Motoya Okada				For	Withhold	Management
1.6	Elect Director Gary M. Pfeiffer				For	For	Management
1.7	Elect Director Susan M. Swain				For	For	Management
1.8	Elect Director Toshiji Tokiwa				For	Withhold	Management
1.9	Elect Director Isao Tsuruta				For	Withhold	Management
2	Ratify Auditors				For	For	Management
TECH DATA CORP.
Ticker:		TECD	Security ID:	878237106
Meeting Date:		JUN 10, 2004	Meeting Type:	Annual
Record Date:		APR 12, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles E. Adair				For	For	Management
1.2	Elect Director Maximilian Ardelt				For	For	Management
1.3	Elect Director John Y. Williams				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Eliminate Class of Preferred Stock				For	For	Management
TEMPUR-PEDIC INTL INC
Ticker:		TPX	Security ID:	88023U101
Meeting Date:		JUN 22, 2004	Meeting Type:	Annual
Record Date:		APR 26, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert B. Trussell, Jr.				For	For	Management
1.2	Elect Director P. Andrews McLane				For	For	Management
1.3	Elect Director Jeffrey S. Barber				For	For	Management
1.4	Elect Director Tully M. Friedman				For	For	Management
1.5	Elect Director Christopher A. Masto				For	For	Management
1.6	Elect Director Francis A. Doyle				For	For	Management
1.7	Elect Director Nancy F. Koehn				For	For	Management
2	Ratify Auditors				For	For	Management

61

TIFFANY & CO.
Ticker:		TIF	Security ID:	886547108
Meeting Date:		MAY 20, 2004	Meeting Type:	Annual
Record Date:		MAR 25, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Kowalski				For	For	Management
1.2	Elect Director Rose Marie Bravo				For	For	Management
1.3	Elect Director William R. Chaney				For	For	Management
1.4	Elect Director Samuel L. Hayes III				For	For	Management
1.5	Elect Director Abby F. Kohnstamm				For	For	Management
1.6	Elect Director Charles K. Marquis				For	For	Management
1.7	Elect Director J. Thomas Presby				For	For	Management
1.8	Elect Director James E. Quinn				For	For	Management
1.9	Elect Director William A. Shutzer				For	For	Management
2	Ratify Auditors				For	For	Management
UNIVISION COMMUNICATIONS INC.
Ticker:		UVN	Security ID:	914906102
Meeting Date:		MAY 12, 2004	Meeting Type:	Annual
Record Date:		MAR 15, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. Jerrold Perenchio				For	Withhold	Management
1.2	Elect Director Fernando Aguirre				For	For	Management
1.3	Elect Director Harold Gaba				For	For	Management
1.4	Elect Director Alan F. Horn				For	For	Management
1.5	Elect Director John G. Perenchio				For	Withhold	Management
1.6	Elect Director Ray Rodriguez				For	Withhold	Management
1.7	Elect Director McHenry T. Tichenor, Jr.				For	Withhold	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
VARIAN MEDICAL SYSTEMS INC
Ticker:		VAR	Security ID:	92220P105
Meeting Date:		FEB 19, 2004	Meeting Type:	Annual
Record Date:		DEC 22, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John Seely Brown				For	For	Management
1.2	Elect Director Samuel Hellman				For	For	Management
1.3	Elect Director Terry R. Lautenbach				For	For	Management
2	Amend Executive Incentive Bonus Plan				For	For	Management

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VISHAY INTERTECHNOLOGY, INC.
Ticker:		VSH	Security ID:	928298108
Meeting Date:		MAY 12, 2004	Meeting Type:	Annual
Record Date:		MAR 29, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. Felix Zandman				For	Withhold	Management
1.2	Elect Director Philippe Gazeau				For	Withhold	Management
1.3	Elect Director Zvi Grinfas				For	For	Management
1.4	Elect Director Dr. Gerald Paul				For	Withhold	Management
2	Ratify Auditors				For	For	Management
3	Amend Executive Incentive Bonus Plan				For	For	Management
4	Approve Restricted Stock Plan				For	For	Management
WELLPOINT HEALTH NETWORKS INC.
Ticker:		WLP	Security ID:	94973H108
Meeting Date:		JUN 28, 2004	Meeting Type:	Special
Record Date:		MAY 10, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement				For	For	Management
WENDY’S INTERNATIONAL, INC.
Ticker:		WEN	Security ID:	950590109
Meeting Date:		APR 22, 2004	Meeting Type:	Annual
Record Date:		MAR 1, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Janet Hill				For	For	Management
1.2	Elect Director Paul D. House				For	For	Management
1.3	Elect Director John R. Thompson				For	For	Management
1.4	Elect Director J. Randolph Lewis				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Omnibus Stock Plan				For	For	Management
WHOLE FOODS MARKET, INC.
Ticker:		WFMI	Security ID:	966837106
Meeting Date:		MAR 22, 2004	Meeting Type:	Annual
Record Date:		JAN 22, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David W. Dupree				For	For	Management
1.2	Elect Director Gabrielle E. Greene				For	For	Management
1.3	Elect Director John P. Mackey				For	For	Management
1.4	Elect Director Morris J. Siegel				For	For	Management
2	Amend Stock Option Plan				For	For	Management
3	Ratify Auditors				For	For	Management
4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	For	Shareholder

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XTO ENERGY CORP
Ticker:		XTO	Security ID:	98385X106
Meeting Date:		MAY 18, 2004	Meeting Type:	Annual
Record Date:		MAR 31, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Phillip R. Kevil				For	Withhold	Management
1.2	Elect Director Scott G. Sherman				For	For	Management
1.3	Elect Director Bob R. Simpson				For	Withhold	Management
2	Increase Authorized Common Stock				For	For	Management
ZEBRA TECHNOLOGIES CORP.
Ticker:		ZBRA	Security ID:	989207105
Meeting Date:		JUN 3, 2004	Meeting Type:	Annual
Record Date:		APR 8, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gerhard Cless				For	For	Management
1.2	Elect Director Michael A. Smith				For	For	Management
2	Increase Authorized Common Stock				For	For	Management
3	Ratify Auditors				For	For	Management
4	Adopt Charter Language on Board Diversity				Against	Against	Shareholder
ZIMMER HOLDINGS INC
Ticker:		ZMH	Security ID:	98956P102
Meeting Date:		JUL 22, 2003	Meeting Type:	Special
Record Date:		JUN 16, 2003
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition				For	For	Management
ZIMMER HOLDINGS INC
Ticker:		ZMH	Security ID:	98956P102
Meeting Date:		MAY 10, 2004	Meeting Type:	Annual
Record Date:		MAR 15, 2004
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Larry C. Glasscock				For	Withhold	Management
1.2	Elect Director John L. McGoldrick				For	Withhold	Management
2	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote				Against	For	Shareholder
3	Ratify Auditors				Against	For	Shareholder

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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)		J.P. Morgan Mutual Fund Investment Trust
By (Signature and Title)			/s/ George C.W. Gatch
			George C.W. Gatch, President
Date	August 26, 2004

Pursuant to the requirements of the Investment Company Act of 1940, this report has been signed below by the principal executive officer on behalf of the registrant and on the date indicated.

By (Signature and Title)*		/s/ George C.W. Gatch
		George C.W. Gatch, President
Date	August 26, 2004

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

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