Morgan Stanley Special Growth Fund N-PX Annual report of proxy voting record

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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number  811-06711

Morgan Stanley Special Growth Fund

(Exact name of registrant as specified in charter)

1221 Avenue of the Americas,  New York, New York	10020
(Address of principal executive offices)	(Zip code)

Barry Fink Esq.
Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York  10020

(Name and address of agent for service)

Registrant’s telephone number, including area code:  800-869-6397

Date of fiscal year end:  02/28

Date of reporting period:  6/30/04

Item 1.Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)	The name of the issuer of the portfolio security;
(b)	The exchange ticker symbol of the portfolio security;
(c)	The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
(d)	The shareholder meeting date;
(e)	A brief identification of the matter voted on;
(f)	Whether the matter was proposed by the issuer or by a security holder;
(g)	Whether the registrant cast its vote on the matter;
(h)	How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i)	Whether the registrant cast its vote for or against management.

FORM N-PX REPORT

ICA File Number: 811-06711

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

Morgan Stanley Special Growth Fund

MORGAN STANLEY SPECIAL GROWTH FUND

ADVISORY BOARD CO, THE

Ticker:	ABCO	Security ID:	00762W107
Meeting Date:	FEB 25, 2004	Meeting Type:	Annual
Record Date:	DEC 29, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Marc N. Casper	For	For	Management
1.2	Elect Director Michael A. D’Amato	For	For	Management
1.3	Elect Director Kelt Kindick	For	For	Management
1.4	Elect Director Joseph E. Laird, Jr.	For	For	Management
1.5	Elect Director Frank J. Williams	For	For	Management
1.6	Elect Director Jeffrey D. Zients	For	For	Management
1.7	Elect Director Leanne M. Zumwalt	For	For	Management
2	Ratify Auditors	For	For	Management

AFFILIATED MANAGERS GROUP, INC.

Ticker:	AMG	Security ID:	008252108
Meeting Date:	JUN 8, 2004	Meeting Type:	Annual
Record Date:	APR 21, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William J. Nutt	For	For	Management
1.2	Elect Director Sean M. Healey	For	For	Management
1.3	Elect Director Richard E. Floor	For	Withhold	Management
1.4	Elect Director Stephen J. Lockwood	For	For	Management
1.5	Elect Director Harold J. Meyerman	For	For	Management
1.6	Elect Director Robert C. Puff, Jr.	For	For	Management
1.7	Elect Director Dr. Rita M. Rodriguez	For	For	Management

AGNICO-EAGLE MINES LTD.

Ticker:	AGE.	Security ID:	008474108
Meeting Date:	MAY 28, 2004	Meeting Type:	Annual/Special
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leanne M. Baker	For	For	Management
1.2	Elect Director Douglas R. Beaumont	For	For	Management
1.3	Elect Director Sean Boyd	For	For	Management
1.4	Elect Director Alan Green	For	For	Management
1.5	Elect Director Bernard Kraft	For	For	Management
1.6	Elect Director Mel Leiderman	For	For	Management
1.7	Elect Director James D. Nasso	For	For	Management
1.8	Elect Director Ernest Sheriff	For	For	Management
2	Approve Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management
3	Amend Stock Option Plan	For	For	Management

1

AKAMAI TECHNOLOGIES, INC.

Ticker:	AKAM	Security ID:	00971T101
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ronald Graham	For	For	Management
1.2	Elect Director F. Thomson Leighton	For	For	Management
1.3	Elect Director Naomi Seligman	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

Ticker:	AMMD	Security ID:	02744M108
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jay Graf	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

2

APRIA HEALTHCARE GROUP, INC.

Ticker:	AHG	Security ID:	037933108
Meeting Date:	JUL 17, 2003	Meeting Type:	Annual
Record Date:	MAY 30, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Vicente Anido, Jr.	For	For	Management
1.2	Elect Director I.T. Corley	For	For	Management
1.3	Elect Director David L. Goldsmith	For	For	Management
1.4	Elect Director Lawrence M. Higby	For	For	Management
1.5	Elect Director Richard H. Koppes	For	For	Management
1.6	Elect Director Philip R. Lochner, Jr.	For	For	Management
1.7	Elect Director Jeri L. Lose	For	For	Management
1.8	Elect Director Beverly Benedict Thomas	For	For	Management
1.9	Elect Director Ralph V. Whitworth	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management

APRIA HEALTHCARE GROUP, INC.

Ticker:	AHG	Security ID:	037933108
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	MAR 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Vicente Anido, Jr.	For	For	Management
1.2	Elect Director I.T. Corley	For	For	Management
1.3	Elect Director David L. Goldsmith	For	For	Management
1.4	Elect Director Lawrence M. Higby	For	For	Management
1.5	Elect Director Richard H. Koppes	For	For	Management
1.6	Elect Director Philip R. Lochner, Jr.	For	For	Management
1.7	Elect Director Jeri L. Lose	For	For	Management
1.8	Elect Director Beverly Benedict Thomas	For	For	Management
1.9	Elect Director Ralph V. Whitworth	For	For	Management

ARBITRON, INC.

Ticker:	ARB	Security ID:	03875Q108
Meeting Date:	MAY 17, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan Aldworth	For	For	Management
1.2	Elect Director Erica Farber	For	For	Management
1.3	Elect Director Kenneth F. Gorman	For	For	Management
1.4	Elect Director Philip Guarascio	For	For	Management
1.5	Elect Director Larry E. Kittelberger	For	For	Management
1.6	Elect Director Stephen B. Morris	For	For	Management
1.7	Elect Director Luis G. Nogales	For	For	Management
1.8	Elect Director Lawrence Perlman	For	For	Management
1.9	Elect Director Richard A. Post	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management

3

ATHEROGENICS INC

Ticker:	AGIX	Security ID:	047439104
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David Bearman	For	For	Management
1.2	Elect Director Vaughn D. Bryson	For	Withhold	Management
1.3	Elect Director T. Forcht Dagi	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

AUTOBYTEL INC.

Ticker:	ABTL	Security ID:	05275N106
Meeting Date:	JUN 24, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey H. Coats	For	For	Management
1.2	Elect Director Michael J. Fuchs	For	For	Management
1.3	Elect Director Robert S. Grimes	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

AVID TECHNOLOGY, INC.

Ticker:	AVID	Security ID:	05367P100
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David A. Krall	For	For	Management
1.2	Elect Director Pamela F. Lenehan	For	For	Management
2	Ratify Auditors	For	For	Management

AVOCENT CORPORATION

Ticker:	AVCT	Security ID:	053893103
Meeting Date:	JUN 10, 2004	Meeting Type:	Annual
Record Date:	APR 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William H. McAleer	For	For	Management
1.2	Elect Director David P. Vieau	For	For	Management
1.3	Elect Director Doyle C. Weeks	For	For	Management
2	Ratify Auditors	For	For	Management

4

BRIGHT HORIZONS FAMILY SOLUTIONS, INC.

Ticker:	BFAM	Security ID:	109195107
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred K. Foulkes	For	For	Management
1.2	Elect Director Linda A. Mason	For	For	Management
1.3	Elect Director Ian M. Rolland	For	For	Management
1.4	Elect Director Mary Ann Tocio	For	For	Management
1.5	Elect Director David Gergen	For	For	Management
2	Increase Authorized Common Stock	For	For	Management

BROOKFIELD HOMES CORP

Ticker:	BHS	Security ID:	112723101
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gordon E. Arnell	For	For	Management
1.2	Elect Director Ian G. Cockwell	For	For	Management
1.3	Elect Director Robert A. Ferchat	For	For	Management
1.4	Elect Director J. Bruce Flatt	For	For	Management
1.5	Elect Director Bruce T. Lehman	For	For	Management
1.6	Elect Director Alan Norris	For	For	Management
1.7	Elect Director David M. Sherman	For	For	Management
1.8	Elect Director Robert L. Stelzl	For	For	Management
1.9	Elect Director Michael D. Young	For	For	Management
2	Ratify Auditors	For	For	Management

BROOKS AUTOMATION, INC.

Ticker:	BRKS	Security ID:	114340102
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert J. Therrien	For	For	Management
1.2	Elect Director Roger D. Emerick	For	For	Management
1.3	Elect Director Amin J. Khoury	For	For	Management
1.4	Elect Director Joseph R. Martin	For	For	Management
1.5	Elect Director Edward C. Grady	For	For	Management
1.6	Elect Director A. Clinton Allen	For	For	Management
1.7	Elect Director John K. McGillicuddy	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management

BROOKSTONE, INC.

Ticker:	BKST	Security ID:	114537103
Meeting Date:	JUN 8, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael F. Anthony	For	For	Management
1.2	Elect Director Mone Anathan, III	For	For	Management
1.3	Elect Director Michael L. Glazer	For	For	Management
1.4	Elect Director Kenneth E. Nisch	For	For	Management
1.5	Elect Director Andrea M. Weiss	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

5

CARTER

Ticker:	CRI	Security ID:	146229109
Meeting Date:	MAY 14, 2004	Meeting Type:	Annual
Record Date:	MAR 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ross M. Jones	For	For	Management
1.2	Elect Director David Pulver	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Executive Incentive Bonus Plan	For	For	Management

CASUAL MALE RETAIL GROUP, INC.

Ticker:	CMRG	Security ID:	148711104
Meeting Date:	AUG 4, 2004	Meeting Type:	Annual
Record Date:	JUN 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Seymour Holtzman	For	For	Management
1.2	Elect Director David A. Levin	For	For	Management
1.3	Elect Director Alan S. Bernikow	For	For	Management
1.4	Elect Director Jesse Choper	For	For	Management
1.5	Elect Director James P. Frain	For	For	Management
1.6	Elect Director Frank J. Husic	For	For	Management
1.7	Elect Director Joseph Pennacchio	For	For	Management
1.8	Elect Director George T. Porter, Jr.	For	Withhold	Management
2	Ratify Auditors	For	For	Management

CEC ENTERTAINMENT, INC.

Ticker:	CEC	Security ID:	125137109
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael H. Magusiak	For	For	Management
1.2	Elect Director Walter Tyree	For	For	Management
2	Approve Restricted Stock Plan	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Amend Non-Employee Director Stock Option Plan	For	For	Management
5	Amend Non-Employee Director Stock Option Plan	For	For	Management

6

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Ticker:	CRL	Security ID:	159864107
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James C. Foster	For	For	Management
1.2	Elect Director Robert Cawthorn	For	For	Management
1.3	Elect Director Stephen D. Chubb	For	For	Management
1.4	Elect Director George E. Massaro	For	For	Management
1.5	Elect Director George M. Milne	For	Withhold	Management
1.6	Elect Director Douglas E. Rogers	For	For	Management
1.7	Elect Director Samuel O. Thier	For	For	Management
1.8	Elect Director William H. Waltrip	For	For	Management
2	Ratify Auditors	For	For	Management

CHEMED CORP

Ticker:	CHE	Security ID:	778787101
Meeting Date:	MAY 17, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward L. Hutton	For	Withhold	Management
1.2	Elect Director Kevin J. McNamara	For	Withhold	Management
1.3	Elect Director Donald Breen	For	For	Management
1.4	Elect Director Charles H. Erhart, Jr.	For	For	Management
1.5	Elect Director Joel F. Gemunder	For	For	Management
1.6	Elect Director Patrick P. Grace	For	For	Management
1.7	Elect Director Thomas C. Hutton	For	Withhold	Management
1.8	Elect Director Sandra E. Laney	For	Withhold	Management
1.9	Elect Director Timothy S. O’Toole	For	Withhold	Management
1.10	Elect Director Donald E. Saunders	For	For	Management
1.11	Elect Director George J. Walsh III	For	Withhold	Management
1.12	Elect Director Frank E. Wood	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Executive Incentive Bonus Plan	For	For	Management
4	Increase Authorized Common Stock	For	For	Management
5	Change Company Name	For	For	Management

CHICAGO BRIDGE & IRON CO.

Ticker:	CBI	Security ID:	167250109
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	FIRST POSITION: BALLENGEE	For	For	Management
2	FIRST POSITION: BORDAGES	Against	Against	Management
3	SECOND POSITION: SIMPSON	For	For	Management
4	SECOND POSITION: LEVENTRY	Against	Against	Management
5	TO AUTHORIZE THE PREPARATION OF THE ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE ENGLISH LANGUAGE AND ADOPT DUTCH STATUTORY ANNUAL ACCOUNTS	For	For	Management
6	TO DISCHARGE MANAGEMENT BOARD AND SUPERVISORY BOARD FROM LIABILITY IN EXERCISE OF THEIR DUTIES	For	For	Management
7	TO RESOLVE THE FINAL DIVIDEND	For	For	Management
8	TO REPURCHASE UP TO 30% OF THE ISSUED SHARE CAPITAL	For	Against	Management
9	TO CANCEL SHARES TO BE ACQUIRED BY THE COMPANY IN ITS OWN SHARE CAPITAL	For	For	Management
10	TO APPROVE THE EXTENSION OF THE AUTHORITY TO ISSUE AND/OR GRANT RIGHTS ON SHARES AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS	For	For	Management
11	TO INCREASE THE AMOUNT OF THE AUTHORIZED SHARE CAPITAL	For	For	Management
12	TO APPOINT DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS	For	For	Management

7

CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:	CME	Security ID:	167760107
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	FEB 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis H. Chookaszian	For	For	Management
1.2	Elect Director Martin J. Gepsman	For	For	Management
1.3	Elect Director Elizabeth Harrington	For	For	Management
1.4	Elect Director Leo Melamed	For	For	Management
1.5	Elect Director Alex J. Pollock	For	For	Management
1.6	Elect Director Myron S. Scholes	For	Withhold	Management
1.7	Elect Director William R. Shepard	For	For	Management
2	Ratify Auditors	For	For	Management

CHICAGO PIZZA & BREWERY, INC.

Ticker:	CHGO	Security ID:	167889104
Meeting Date:	JUN 8, 2004	Meeting Type:	Annual
Record Date:	APR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul A. Motenko	For	Withhold	Management
1.2	Elect Director Jeremiah J. Hennessy	For	Withhold	Management
1.3	Elect Director Louis M. Mucci	For	Withhold	Management
1.4	Elect Director James A. Dalpozzo	For	Withhold	Management
1.5	Elect Director Shann M. Brassfield	For	For	Management
1.6	Elect Director Larry D. Bouts	For	For	Management
1.7	Elect Director John F. Grundhofer	For	For	Management
1.8	Elect Director J. Roger King	For	For	Management
1.9	Elect Director Steven C. Leonard	For	For	Management
2	Change Company Name	For	For	Management
3	Ratify Auditors	For	For	Management

8

CITADEL BROADCASTING CORP

Ticker:	CDL	Security ID:	17285T106
Meeting Date:	MAY 24, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David W. Checketts	For	For	Management
1.2	Elect Director J. Anthony Forstmann	For	Withhold	Management
1.3	Elect Director Charles P. Rose, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management

CNET NETWORKS, INC.

Ticker:	CNET	Security ID:	12613R104
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John C. ‘Bud’ Colligan	For	For	Management
1.2	Elect Director Jarl Mohn	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

COEUR D’ ALENE MINES CORP.

Ticker:	CDE	Security ID:	192108108
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Cecil D. Andrus	For	For	Management
1.2	Elect Director James J. Curran	For	For	Management
1.3	Elect Director James A. McClure	For	For	Management
1.4	Elect Director Robert E. Mellor	For	For	Management
1.5	Elect Director John H. Robinson	For	For	Management
1.6	Elect Director J. Kenneth Thompson	For	For	Management
1.7	Elect Director Timothy R. Winterer	For	For	Management
1.8	Elect Director Dennis E. Wheeler	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Other Business	For	Against	Management

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

Ticker:	CTCO	Security ID:	203349105
Meeting Date:	SEP 3, 2003	Meeting Type:	Annual
Record Date:	JUN 20, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Walter Scott, Jr.	For	For	Management
1.2	Elect Director David C. Mitchell	For	For	Management
1.3	Elect Director David C. McCourt	For	For	Management
1.4	Elect Director Daniel E. Knowles	For	For	Management
2	Ratify Auditors	For	For	Management
3	Convert Class B common shares into common shares	For	For	Management
4	Adjourn Meeting	For	Against	Management

9

CORPORATE EXECUTIVE BOARD CO. (THE)

Ticker:	EXBD	Security ID:	21988R102
Meeting Date:	JUL 28, 2004	Meeting Type:	Annual
Record Date:	JUN 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James J. Mcgonigle	For	For	Management
1.2	Elect Director Robert C. Hall	For	For	Management
1.3	Elect Director Nancy J. Karch	For	For	Management
1.4	Elect Director David W. Kenny	For	For	Management
1.5	Elect Director Daniel O. Leemon	For	For	Management
1.6	Elect Director Thomas L. Monahan III	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

COST PLUS, INC.

Ticker:	CPWM	Security ID:	221485105
Meeting Date:	JUL 1, 2004	Meeting Type:	Annual
Record Date:	MAY 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Murray H. Dashe	For	For	Management
1.2	Elect Director Joseph H. Coulombe	For	For	Management
1.3	Elect Director Barry J. Feld	For	For	Management
1.4	Elect Director Danny W. Gurr	For	For	Management
1.5	Elect Director Kim D. Robbins	For	For	Management
1.6	Elect Director Fredric M. Roberts	For	For	Management
1.7	Elect Director Thomas D. Willardson	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

CYMER, INC.

Ticker:	CYMI	Security ID:	232572107
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles J. Abbe	For	Withhold	Management
1.2	Elect Director Robert P. Akins	For	Withhold	Management
1.3	Elect Director Edward H. Braun	For	Withhold	Management
1.4	Elect Director Michael R. Gaulke	For	Withhold	Management
1.5	Elect Director William G. Oldham	For	Withhold	Management
1.6	Elect Director Peter J. Simone	For	Withhold	Management
1.7	Elect Director Young K. Sohn	For	Withhold	Management
1.8	Elect Director Jon D. Tompkins	For	Withhold	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	Against	Management

10

DADE BEHRING HLDGS INC

Ticker:	DADE	Security ID:	23342J206
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director N. Leigh Anderson, Ph.D.	For	For	Management
1.2	Elect Director James G. Andress	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management

DEL LABORATORIES, INC.

Ticker:	DLI	Security ID:	245091103
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles J. Hinkaty	For	For	Management
2	Amend Executive Incentive Bonus Plan	For	For	Management

DENDREON CORP.

Ticker:	DNDN	Security ID:	24823Q107
Meeting Date:	JUN 16, 2004	Meeting Type:	Annual
Record Date:	APR 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gerardo Canet	For	Withhold	Management
1.2	Elect Director Bogdan Dziurzynski	For	For	Management
1.3	Elect Director Douglas Watson	For	Withhold	Management

DENDREON CORP.

Ticker:	DNDN	Security ID:	24823Q107
Meeting Date:	JUL 29, 2003	Meeting Type:	Annual
Record Date:	JUN 13, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Issue Shares in Connection with an Acquisition	For	For	Management
2.1	Elect Director Christopher S. Henney, Ph.D	For	For	Management
2.2	Elect Director David L. Urdal, Ph.D.	For	For	Management
2.3	Elect Director Douglas Watson	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Amend Omnibus Stock Plan	For	For	Management
5	Ratify Auditors	For	For	Management
6	Other Business	For	Against	Management

11

DEVRY INC.

Ticker:	DV	Security ID:	251893103
Meeting Date:	NOV 18, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles A. Bowsher as Class III Director	For	For	Management
1.2	Elect Director Robert C. McCormack as Class III Director	For	For	Management
1.3	Elect Director Julia A. McGee as Class III Director	For	For	Management
1.4	Elect Director Ronald L. Taylor as Class III Director	For	For	Management
1.5	Elect Director Connie R. Curran as Class II Director	For	For	Management
2	Approve Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

DICKS SPORTING GOODS INC

Ticker:	DKS	Security ID:	253393102
Meeting Date:	JUN 2, 2004	Meeting Type:	Annual
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Emanuel Chirico	For	For	Management
1.2	Elect Director Walter Rossi	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management

DIGENE CORP.

Ticker:	DIGE	Security ID:	253752109
Meeting Date:	OCT 30, 2003	Meeting Type:	Annual
Record Date:	SEP 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John H. Landon	For	For	Management
1.2	Elect Director John J. Whitehead	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management

DIONEX CORP.

Ticker:	DNEX	Security ID:	254546104
Meeting Date:	OCT 24, 2003	Meeting Type:	Annual
Record Date:	SEP 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David L. Anderson	For	For	Management
1.2	Elect Director A. Blaine Bowman	For	For	Management
1.3	Elect Director Dr. Lukas Braunschweiler	For	For	Management
1.4	Elect Director B. J. Moore	For	For	Management
1.5	Elect Director Riccardo Pigliucci	For	For	Management
1.6	Elect Director Michael W. Pope	For	For	Management
2	Approve Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

12

ECLIPSYS CORP.

Ticker:	ECLP	Security ID:	278856109
Meeting Date:	JUN 1, 2004	Meeting Type:	Annual
Record Date:	APR 20, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward A. Kangas	For	For	Management
1.2	Elect Director Danny L. Crippen	For	For	Management
2	Ratify Auditors	For	For	Management

EMULEX CORP.

Ticker:	ELX	Security ID:	292475209
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	OCT 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred B. Cox	For	For	Management
1.2	Elect Director Michael P. Downey	For	For	Management
1.3	Elect Director Bruce C. Edwards	For	For	Management
1.4	Elect Director Paul F. Folino	For	For	Management
1.5	Elect Director Robert H. Goon	For	For	Management
1.6	Elect Director Don M. Lyle	For	For	Management
2	Approve Option Exchange Program	For	For	Management
3	Ratify Auditors	For	For	Management

ENCYSIVE PHARMACEUTICALS, INC.

Ticker:	ENCY	Security ID:	29256X107
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John M. Pietruski	For	For	Management
1.2	Elect Director Ron J. Anderson	For	For	Management
1.3	Elect Director Frank C. Carlucci	For	For	Management
1.4	Elect Director Robert J. Cruikshank	For	For	Management
1.5	Elect Director Richard A. F. Dixon	For	For	Management
1.6	Elect Director Bruce D. Given	For	For	Management
1.7	Elect Director Suzanne Oparil	For	For	Management
1.8	Elect Director William R. Ringo, Jr.	For	For	Management
1.9	Elect Director James A. Thomson	For	For	Management
1.10	Elect Director James T. Willerson	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management

13

ENTEGRIS, INC

Ticker:	ENTG	Security ID:	29362U104
Meeting Date:	JAN 20, 2004	Meeting Type:	Annual
Record Date:	NOV 24, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Declassify the Board of Directors	For	For	Management
2	Reduce Supermajority Vote Requirement	For	For	Management
3.1	Elect Director Gary F. Klingl	For	For	Management
3.2	Elect Director Roger D. McDaniel	For	For	Management
4	Ratify Auditors	For	For	Management
5	Amend Omnibus Stock Plan	For	Against	Management
6	Amend Non-Employee Director Stock Option Plan	For	For	Management

ESPEED INC

Ticker:	ESPD	Security ID:	296643109
Meeting Date:	OCT 22, 2003	Meeting Type:	Annual
Record Date:	SEP 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard W. Lutnick	For	Withhold	Management
1.2	Elect Director Lee M. Amaitis	For	Withhold	Management
1.3	Elect Director Joseph C. Noviello	For	Withhold	Management
1.4	Elect Director Stephen M. Merkel	For	Withhold	Management
1.5	Elect Director John H. Dalton	For	For	Management
1.6	Elect Director William J. Moran	For	For	Management
1.7	Elect Director Albert M. Weis	For	For	Management
1.8	Elect Director Henry (Hank) Morris	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management

EVERGREEN RESOURCES, INC.

Ticker:	EVG	Security ID:	299900308
Meeting Date:	NOV 20, 2003	Meeting Type:	Special
Record Date:	SEP 26, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Increase Authorized Common Stock	For	For	Management

EVERGREEN RESOURCES, INC.

Ticker:	EVG	Security ID:	299900308
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis R. Carlton	For	Withhold	Management
1.2	Elect Director Mark S. Sexton	For	Withhold	Management
1.3	Elect Director Arthur L. Smith	For	Withhold	Management
2	Ratify Auditors	For	For	Management

14

FILENET CORP.

Ticker:	FILE	Security ID:	316869106
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director L. George Klaus	For	For	Management
1.2	Elect Director William P. Lyons	For	For	Management
1.3	Elect Director Lee D. Roberts	For	For	Management
1.4	Elect Director John C. Savage	For	For	Management
1.5	Elect Director Roger S. Siboni	For	For	Management
1.6	Elect Director Theodore J. Smith	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

FLIR SYSTEMS, INC.

Ticker:	FLIR	Security ID:	302445101
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	MAR 3, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John D. Carter	For	For	Management
1.2	Elect Director Michael T. Smith	For	For	Management
2	Amend Stock Option Plan	For	For	Management

GEN-PROBE, INC.

Ticker:	GPRO	Security ID:	36866T103
Meeting Date:	MAY 28, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mae C. Jemison, M.D.	For	For	Management
1.2	Elect Director Brian A. McNamee, M.B.B.S.	For	For	Management
1.3	Elect Director Armin M. Kessler	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

GLAMIS GOLD LTD.

Ticker:	GLG.	Security ID:	376775102
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual/Special
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Fix Number of Directors	For	For	Management
2.1	Elect Director A. Dan Rovig	For	For	Management
2.2	Elect Director C. Kevin McArthur	For	For	Management
2.3	Elect Director Kenneth F. Williamson	For	For	Management
2.4	Elect Director Jean Depatie	For	For	Management
2.5	Elect Director A. Ian S. Davidson	For	For	Management
2.6	Elect Director P. Randy Reifel	For	For	Management
3	Approve Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management
4	Amend Stock Option Plan	For	For	Management
5	Approve Equity Incentive Plan	For	For	Management

15

GLOBAL PAYMENTS, INC.

Ticker:	GPN	Security ID:	37940X102
Meeting Date:	OCT 22, 2003	Meeting Type:	Annual
Record Date:	AUG 25, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Raymond L. Killian, Jr. as Class I Director	For	For	Management
1.2	Elect Director Michael W. Trapp as Class II Director	For	For	Management
1.3	Elect Director Gerald J. Wilkins as Class II Director	For	For	Management
1.4	Elect Director Alex W. Hart as Class III Director	For	For	Management
1.5	Elect Director William I. Jacobs as Class III Director	For	For	Management
1.6	Elect Director Gillian H. Denham as Class III Director	For	For	Management
1.7	Elect Director Alan M. Silberstein as Class III Director	For	For	Management

GRACO INC.

Ticker:	GGG	Security ID:	384109104
Meeting Date:	APR 23, 2004	Meeting Type:	Annual
Record Date:	FEB 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William G. Van Dyke	For	Did Not Vote	Management
1.2	Elect Director Mark H. Rauenhorst	For	Did Not Vote	Management
1.3	Elect Director J. Kevin Gilligan	For	Did Not Vote	Management
1.4	Elect Director R. William Van Sant	For	Did Not Vote	Management
1.5	Elect Director Jack W. Eugster	For	Did Not Vote	Management
2	Ratify Auditors	For	Did Not Vote	Management

16

GTECH HOLDINGS CORP.

Ticker:	GTK	Security ID:	400518106
Meeting Date:	AUG 4, 2003	Meeting Type:	Annual
Record Date:	JUN 13, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Burnett W. Donoho	For	For	Management
1.2	Elect Director James F. McCann	For	For	Management
1.3	Elect Director W. Bruce Turner	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:	HAR	Security ID:	413086109
Meeting Date:	NOV 12, 2003	Meeting Type:	Annual
Record Date:	SEP 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward H. Meyer	For	For	Management
1.2	Elect Director Gregory P. Stapleton	For	For	Management
1.3	Elect Director Stanley A. Weiss	For	For	Management
2	Approve Stock Split	For	For	Management

HELIX TECHNOLOGY CORP.

Ticker:	HELX	Security ID:	423319102
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gideon Argov	For	For	Management
1.2	Elect Director Frank Gabron	For	Withhold	Management
1.3	Elect Director Robert H. Hayes	For	For	Management
1.4	Elect Director Robert J. Lepofsky	For	For	Management
1.5	Elect Director Marvin G. Schorr	For	For	Management
1.6	Elect Director Alfred Woollacott, III	For	For	Management
1.7	Elect Director Mark S. Wrighton	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management

HOT TOPIC, INC.

Ticker:	HOTT	Security ID:	441339108
Meeting Date:	JUN 17, 2004	Meeting Type:	Annual
Record Date:	APR 21, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Cynthia Cohen	For	For	Management
1.2	Elect Director Corrado Federico	For	For	Management
1.3	Elect Director W. Scott Hedrick	For	For	Management
1.4	Elect Director Elizabeth McLaughlin	For	For	Management
1.5	Elect Director Bruce Quinnell	For	For	Management
1.6	Elect Director Andrew Schuon	For	For	Management
2	Ratify Auditors	For	For	Management

17

HYPERION SOLUTIONS CORP.

Ticker:	HYSL	Security ID:	44914M104
Meeting Date:	NOV 10, 2003	Meeting Type:	Annual
Record Date:	SEP 16, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey Rodek	For	For	Management
1.2	Elect Director Aldo Papone	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

IDEXX LABORATORIES, INC.

Ticker:	IDXX	Security ID:	45168D104
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jonathan W. Ayers	For	For	Management
1.2	Elect Director James L. Moody, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management

IDT CORP.

Ticker:	IDT.C	Security ID:	448947309
Meeting Date:	DEC 15, 2003	Meeting Type:	Annual
Record Date:	OCT 20, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Moshe Kaganoff	For	For	Management
1.2	Elect Director James S. Gilmore, III	For	For	Management
1.3	Elect Director Jack F. Kemp	For	Withhold	Management
1.4	Elect Director Admiral William A. Owens	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Approve Employee Stock Purchase Plan	For	For	Management
4	Approve Stock Award to Executive	For	For	Management
5	Ratify Auditors	For	For	Management

IMAGISTICS INTERNATIONAL INC

Ticker:	IGI	Security ID:	45247T104
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director T. Kevin Dunnigan	For	For	Management
1.2	Elect Director James A. Thomas	For	For	Management
1.3	Elect Director Ronald L. Turner	For	For	Management
2	Ratify Auditors	For	For	Management

18

IMMUCOR, INC.

Ticker:	BLUD	Security ID:	452526106
Meeting Date:	NOV 14, 2003	Meeting Type:	Annual
Record Date:	OCT 6, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward L. Gallup	For	For	Management
1.2	Elect Director Dr. Gioacchino DeChirico	For	Withhold	Management
1.3	Elect Director Ralph A. Eatz	For	Withhold	Management
1.4	Elect Director Joseph E. Rosen	For	For	Management
1.5	Elect Director Roswell S. Bowers	For	For	Management
1.6	Elect Director Mark Kishel, M.D., FAAP	For	For	Management
1.7	Elect Director John A. Harris	For	For	Management
2	Approve Stock Option Plan	For	For	Management
3	Other Business	For	Against	Management

INAMED CORP.

Ticker:	IMDC	Security ID:	453235103
Meeting Date:	JUL 11, 2003	Meeting Type:	Annual
Record Date:	MAY 30, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Nicholas L. Teti	For	For	Management
1.2	Elect Director James E. Bolin	For	For	Management
1.3	Elect Director Malcolm R. Currie, Ph.D.	For	For	Management
1.4	Elect Director John F. Doyle	For	For	Management
1.5	Elect Director Mitchell S. Rosenthal, M.D.	For	For	Management
1.6	Elect Director Joy A. Amundson	For	For	Management
1.7	Elect Director Terry E. Vandewarker	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Approve Restricted Stock Plan	For	For	Management
4	Amend Non-Employee Director Omnibus Stock Plan	For	For	Management
5	Ratify Auditors	For	For	Management
6	Other Business	For	For	Management

INAMED CORP.

Ticker:	IMDC	Security ID:	453235103
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Nicholas L. Teti	For	For	Management
1.2	Elect Director James E. Bolin	For	For	Management
1.3	Elect Director Malcolm R. Currie, Ph.D.	For	Withhold	Management
1.4	Elect Director John C. Miles II	For	For	Management
1.5	Elect Director Mitchell S. Rosenthal, M.D.	For	For	Management
1.6	Elect Director Joy A. Amundson	For	For	Management
1.7	Elect Director Terry E. Vandewarker	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Approve Stock Option Plan	For	For	Management
4	Amend Restricted Stock Plan	For	For	Management
5	Ratify Auditors	For	For	Management
6	Other Business	For	Against	Management

19

INTEGRATED CIRCUIT SYSTEMS, INC.

Ticker:	ICST	Security ID:	45811K208
Meeting Date:	OCT 29, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hock E. Tan	For	For	Management
1.2	Elect Director Nam P. Suh, Ph.D.	For	For	Management

INTERACTIVE DATA CORPORATION

Ticker:	IDC	Security ID:	45840J107
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stuart J. Clark	For	Withhold	Management
1.2	Elect Director William T. Ethridge	For	Withhold	Management
1.3	Elect Director John Fallon	For	Withhold	Management
1.4	Elect Director William B. Gauld	For	Withhold	Management
1.5	Elect Director Donald P. Greenberg	For	For	Management
1.6	Elect Director Alan J. Hirschfield	For	Withhold	Management
1.7	Elect Director Philip J. Hoffman	For	Withhold	Management
1.8	Elect Director John C. Makinson	For	Withhold	Management
1.9	Elect Director Carl Spielvogel	For	For	Management
1.10	Elect Director Allan R. Tessler	For	Withhold	Management
2	Ratify Auditors	For	For	Management

ITT EDUCATIONAL SERVICES, INC.

Ticker:	ESI	Security ID:	45068B109
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Rene R. Champagne	For	For	Management
1.2	Elect Director John F. Cozzi	For	For	Management
1.3	Elect Director James D. Fowler, Jr.	For	For	Management
1.4	Elect Director Harris N. Miller	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management

20

J & J SNACK FOODS CORP.

Ticker:	JJSF	Security ID:	466032109
Meeting Date:	FEB 5, 2004	Meeting Type:	Annual
Record Date:	DEC 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Sidney R. Brown	For	For	Management
1.2	Elect Director Leonard M. Lodish	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management

KERZNER INTERNATIONAL LTD

Ticker:	KZL	Security ID:	P6065Y107
Meeting Date:	JUL 27, 2004	Meeting Type:	Annual
Record Date:	JUN 11, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Solomon Kerzner	For	For	Management
1.2	Elect Director Peter N. Buckley	For	For	Management
1.3	Elect Director Howard S. Marks	For	For	Management
1.4	Elect Director Eric B. Siegel	For	For	Management
1.5	Elect Director Heinrich Von Rantzau	For	For	Management
2	PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 2004.	For	For	Management

KERZNER INTERNATIONAL LTD

Ticker:	KZL	Security ID:	P6065Y107
Meeting Date:	SEP 23, 2003	Meeting Type:	Annual
Record Date:	AUG 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Ratify Deloitte & Touche LLP as Auditors	For	For	Management

LAKES ENTERTAINMENT, INC.

Ticker:	LACO	Security ID:	51206P109
Meeting Date:	JUN 11, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lyle Berman	For	Withhold	Management
1.2	Elect Director Timothy J. Cope	For	Withhold	Management
1.3	Elect Director Morris Goldfarb	For	For	Management
1.4	Elect Director Ronald J. Kramer	For	For	Management
1.5	Elect Director Ray Moberg	For	For	Management
1.6	Elect Director Neil I. Sell	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

21

LANDSTAR SYSTEM, INC.

Ticker:	LSTR	Security ID:	515098101
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William S. Elston	For	For	Management
1.2	Elect Director Merritt J. Mott	For	For	Management
1.3	Elect Director Diana M. Murphy	For	For	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management

LAUREATE EDUCATION INC.

Ticker:	PR	Security ID:	871399101
Meeting Date:	JUN 25, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Douglas L. Becker	For	For	Management
1.2	Elect Director James H. McGuire	For	For	Management
1.3	Elect Director Richard W. Riley	For	For	Management
2	Ratify Auditors	For	For	Management

LEGATO SYSTEMS, INC.

Ticker:	LGTO	Security ID:	524651106
Meeting Date:	OCT 20, 2003	Meeting Type:	Special
Record Date:	SEP 5, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement	For	Did Not Vote	Management
2	Adjourn Meeting	For	Did Not Vote	Management

LENDINGTREE, INC.

Ticker:	TREE	Security ID:	52602Q105
Meeting Date:	AUG 8, 2003	Meeting Type:	Special
Record Date:	JUL 3, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Amend Charter Amendment to the Series A preferred stock	For	For	Management
2	Approve Merger Agreement	For	For	Management

22

LIGAND PHARMACEUTICALS INCORPORATED

Ticker:	LGND	Security ID:	53220K207
Meeting Date:	JUN 11, 2004	Meeting Type:	Annual
Record Date:	APR 30, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Henry F. Blissenbach	For	For	Management
1.2	Elect Director Alexander D. Cross	For	For	Management
1.3	Elect Director John Groom	For	For	Management
1.4	Elect Director Irving S. Johnson	For	For	Management
1.5	Elect Director John W. Kozarich	For	For	Management
1.6	Elect Director Carl Peck	For	For	Management
1.7	Elect Director David E. Robinson	For	For	Management
1.8	Elect Director Michael A. Rocca	For	For	Management
2	Amend Stock Option Plan	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Ratify Auditors	For	For	Management

LIVEPERSON INC.

Ticker:	LPSN	Security ID:	538146101
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Emmanuel Gill	For	For	Management
2	Amend Stock Option Plan	For	Against	Management
3	Ratify Auditors	For	For	Management

MARKEL CORP.

Ticker:	MKL	Security ID:	570535104
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Douglas C. Eby	For	For	Management
1.2	Elect Director Leslie A. Grandis	For	Withhold	Management
1.3	Elect Director Stewart M. Kasen	For	Withhold	Management
1.4	Elect Director Alan I. Kirshner	For	Withhold	Management
1.5	Elect Director Anthony F. Markel	For	Withhold	Management
1.6	Elect Director Steven A. Markel	For	Withhold	Management
1.7	Elect Director Jay M. Weinberg	For	For	Management
2	Ratify Auditors	For	For	Management

MARTEK BIOSCIENCES CORP.

Ticker:	MATK	Security ID:	572901106
Meeting Date:	MAR 18, 2004	Meeting Type:	Annual
Record Date:	JAN 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Douglas J. MacMaster, Jr.	For	For	Management
1.2	Elect Director John H. Mahar	For	For	Management
1.3	Elect Director Eugene H. Rotberg	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management

23

MCAFEE INC.

Ticker:	MFE	Security ID:	640938106
Meeting Date:	DEC 16, 2003	Meeting Type:	Annual
Record Date:	NOV 13, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leslie Denend	For	For	Management
1.2	Elect Director George Samenuk	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Amend Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management

MEDIA GENERAL, INC.

Ticker:	MEG	Security ID:	584404107
Meeting Date:	APR 29, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles A. Davis	For	For	Management
1.2	Elect Director C. Boyden Gray	For	For	Management
1.3	Elect Director Walter E. Williams	For	For	Management

MEDIA GENERAL, INC.

Ticker:	MEG	Security ID:	584404107
Meeting Date:	MAY 28, 2004	Meeting Type:	Special
Record Date:	APR 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Amend Director & Officer Indemnification/Liability Provisions	For	For	Management
2	Amend Bylaws Eliminating Personal Liability of Officers and Directors	For	For	Management
3	Adopt Amended and Restated Supplemental 401(k) Plan	For	For	Management

MEDICINES COMPANY (THE)

Ticker:	MDCO	Security ID:	584688105
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William W. Crouse	For	For	Management
1.2	Elect Director T. Scott Johnson	For	For	Management
1.3	Elect Director David M. Stack	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management

24

MGI PHARMA, INC.

Ticker:	MOGN	Security ID:	552880106
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Andrew J. Ferrara	For	For	Management
1.2	Elect Director Gilla Kaplan, Ph.D.	For	For	Management
1.3	Elect Director Edward W. Mehrer	For	For	Management
1.4	Elect Director Hugh E. Miller	For	For	Management
1.5	Elect Director Leon O. Moulder, Jr.	For	For	Management
1.6	Elect Director Lee J. Schroeder	For	For	Management
1.7	Elect Director David B. Sharrock	For	Withhold	Management
1.8	Elect Director Waneta C. Tuttle, Ph.D.	For	For	Management
1.9	Elect Director Arthur L. Weaver, M.D.	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

MICROSTRATEGY INC.

Ticker:	MSTR	Security ID:	594972408
Meeting Date:	JUL 8, 2004	Meeting Type:	Annual
Record Date:	MAY 14, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Saylor	For	Withhold	Management
1.2	Elect Director Sanju K. Bansal	For	Withhold	Management
1.3	Elect Director David B. Blundin	For	For	Management
1.4	Elect Director F. David Fowler	For	For	Management
1.5	Elect Director Carl J. Rickertsen	For	For	Management
1.6	Elect Director Stuart B. Ross	For	For	Management
1.7	Elect Director Ralph S. Terkowitz	For	For	Management
2	Ratify Auditors	For	For	Management

MOOG INC.

Ticker:	MOG.A	Security ID:	615394202
Meeting Date:	JAN 14, 2004	Meeting Type:	Annual
Record Date:	DEC 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Change Range for Size of the Board	For	For	Management
2.1	Elect Director Robert R. Banta as Class A Director	For	For	Management
2.2	Elect Director Kraig H. Kayser as Class B Director	For	For	Management
2.3	Elect Director Robert H. Maskrey as Class B Director	For	For	Management
2.4	Elect Director Albert F. Myers as Class B Director	For	For	Management
2.5	Elect Director Raymond W. Boushie as Class B Director	For	For	Management
3	Ratify Auditors	For	For	Management

25

NAVIGANT CONSULTING INC.

Ticker:	NCI	Security ID:	63935N107
Meeting Date:	APR 21, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Thompson	For	For	Management
1.2	Elect Director Samuel K. Skinner	For	For	Management
2	Ratify Auditors	For	For	Management

NEIGHBORCARE INC.

Ticker:	NCRX	Security ID:	64015Y104
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	APR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John J. Arlotta	For	For	Management
1.2	Elect Director Robert H. Fish	For	For	Management
1.3	Elect Director Arthur J. Reimers	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

NEOFORMA INC.

Ticker:	NEOF	Security ID:	640475505
Meeting Date:	MAY 27, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey H. Hillebrand	For	For	Management
1.2	Elect Director Wayne B. Lowell	For	For	Management
2	Ratify Auditors	For	For	Management

NETIQ CORPORATION

Ticker:	NTIQ	Security ID:	64115P102
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	SEP 26, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David J. Barram as Class II Director	For	Did Not Vote	Management
1.2	Elect Director Michael J. Maples as Class II Director	For	Did Not Vote	Management
1.3	Elect Director Michael J. Rose as Class II Director	For	Did Not Vote	Management
1.4	Elect Director Maureen F. McNichols as Class III Director	For	Did Not Vote	Management
2	Ratify Auditors	For	Did Not Vote	Management

26

NII HOLDINGS, INC.

Ticker:	NIHD	Security ID:	62913F201
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven P. Dussek	For	Withhold	Management
1.2	Elect Director Steven M. Shindler	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Adjourn Meeting	For	Against	Management

NOVEN PHARMACEUTICALS, INC.

Ticker:	NOVN	Security ID:	670009109
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	APR 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Sidney Braginsky	For	For	Management
1.2	Elect Director John G. Clarkson, M.D.	For	For	Management
1.3	Elect Director Donald A. Denkhaus	For	For	Management
1.4	Elect Director Robert G. Savage	For	For	Management
1.5	Elect Director Robert C. Strauss	For	For	Management
1.6	Elect Director Wayne P. Yetter	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

NPS PHARMACEUTICALS, INC.

Ticker:	NPSP	Security ID:	62936P103
Meeting Date:	AUG 21, 2003	Meeting Type:	Annual
Record Date:	JUL 21, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Santo J. Costa, J.D.	For	For	Management
1.2	Elect Director John R. Evans, M.D.	For	For	Management
1.3	Elect Director James G. Groninger	For	Withhold	Management
1.4	Elect Director Hunter Jackson, Ph.D.	For	Withhold	Management
1.5	Elect Director Joseph Klein, III	For	For	Management
1.6	Elect Director Donald E. Kuhla, Ph.D.	For	For	Management
1.7	Elect Director Thomas N. Parks, Ph.D.	For	For	Management
1.8	Elect Director Calvin R. Stiller, M.D.	For	For	Management
1.9	Elect Director Peter G. Tombros	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management
3	Amend Stock Option Plan	For	For	Management
4	Amend Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management

27

NPS PHARMACEUTICALS, INC.

Ticker:	NPSP	Security ID:	62936P103
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 6, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Santo J. Costa	For	For	Management
1.2	Elect Director John R. Evans	For	For	Management
1.3	Elect Director James G. Groninger	For	Withhold	Management
1.4	Elect Director Hunter Jackson	For	For	Management
1.5	Elect Director Joseph Klein III	For	For	Management
1.6	Elect Director Donald E. Kuhla	For	For	Management
1.7	Elect Director Thomas N. Parks	For	For	Management
1.8	Elect Director Calvin R. Stiller	For	For	Management
1.9	Elect Director Peter G. Tombros	For	For	Management
2	Ratify Auditors	For	For	Management

NTL INCORPORATED

Ticker:	NTLI	Security ID:	62940M104
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey D. Benjamin	For	For	Management
1.2	Elect Director David Elstein	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management
5	Approve Share Plan Grant	For	For	Management

OMNIVISION TECHNOLOGIES, INC.

Ticker:	OVTI	Security ID:	682128103
Meeting Date:	OCT 1, 2003	Meeting Type:	Annual
Record Date:	AUG 28, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Joseph Jeng	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Stock Option Plan	For	Against	Management
4	Amend Stock Option Plan	For	For	Management

28

ONYX PHARMACEUTICALS, INC.

Ticker:	ONXX	Security ID:	683399109
Meeting Date:	JUN 23, 2004	Meeting Type:	Annual
Record Date:	APR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Nicole Vitullo	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Ratify Auditors	For	For	Management

P.F. CHANG’S CHINA BISTRO INC

Ticker:	PFCB	Security ID:	69333Y108
Meeting Date:	APR 23, 2004	Meeting Type:	Annual
Record Date:	FEB 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard L. Federico	For	For	Management
1.2	Elect Director R. Michael Welborn	For	For	Management
1.3	Elect Director James D. Shennan, Jr.	For	For	Management
1.4	Elect Director F. Lane Cardwell, Jr.	For	For	Management
1.5	Elect Director Kenneth J. Wessels	For	For	Management
1.6	Elect Director M. Ann Rhoades	For	For	Management
1.7	Elect Director Lesley H. Howe	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Adjourn Meeting	For	Against	Management

PACIFICARE HEALTH SYSTEMS, INC.

Ticker:	PHS	Security ID:	695112102
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Aida Alvarez	For	For	Management
1.2	Elect Director Bradley C. Call	For	For	Management
1.3	Elect Director Terry O. Hartshorn	For	For	Management
1.4	Elect Director Dominic Ng	For	For	Management
1.5	Elect Director Howard G. Phanstiel	For	For	Management
1.6	Elect Director Warren E. Pinckert Ii	For	For	Management
1.7	Elect Director David A. Reed	For	For	Management
1.8	Elect Director Charles R. Rinehart	For	For	Management
1.9	Elect Director Linda Rosenstock	For	For	Management
1.10	Elect Director Lloyd E. Ross	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

29

PATINA OIL & GAS CORP.

Ticker:	POG	Security ID:	703224105
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles E. Bayless	For	For	Management
1.2	Elect Director Jeffrey L. Berenson	For	For	Management
1.3	Elect Director Robert J. Clark	For	For	Management
1.4	Elect Director Jay W. Decker	For	For	Management
1.5	Elect Director Thomas J. Edelman	For	For	Management
1.6	Elect Director Elizabeth K. Lanier	For	For	Management
1.7	Elect Director Alexander P. Lynch	For	For	Management
1.8	Elect Director Paul M. Rady	For	For	Management
1.9	Elect Director Jon R. Whitney	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management
4	Other Business	For	Against	Management

PENN NATIONAL GAMING, INC.

Ticker:	PENN	Security ID:	707569109
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert P. Levy	For	Withhold	Management
1.2	Elect Director Barbara Z. Shattuck	For	For	Management
2	Ratify Auditors	For	For	Management

PETCO ANIMAL SUPPLIES, INC.

Ticker:	PETC	Security ID:	716016209
Meeting Date:	JUN 3, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James M. Myers	For	For	Management
1.2	Elect Director Jonathan Coslet	For	For	Management
1.3	Elect Director Charles W. Duddles	For	For	Management
2	Report on Animal Sales	Against	Against	Shareholder

PLANAR SYSTEMS, INC.

Ticker:	PLNR	Security ID:	726900103
Meeting Date:	JAN 29, 2004	Meeting Type:	Annual
Record Date:	DEC 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Heinrich Stenger	For	For	Management
1.2	Elect Director William D. Walker	For	For	Management

30

PLANTRONICS, INC.

Ticker:	PLT	Security ID:	727493108
Meeting Date:	JUL 21, 2004	Meeting Type:	Annual
Record Date:	MAY 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Patti Hart	For	For	Management
1.2	Elect Director Ken Kannappan	For	For	Management
1.3	Elect Director Trude Taylor	For	For	Management
1.4	Elect Director Marv Tseu	For	For	Management
1.5	Elect Director David Wegmann	For	For	Management
1.6	Elect Director Roger Wery	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

POWER INTEGRATIONS, INC.

Ticker:	POWI	Security ID:	739276103
Meeting Date:	JUN 3, 2004	Meeting Type:	Annual
Record Date:	APR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Scott Brown	For	For	Management
1.2	Elect Director Steven J. Sharp	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

PROQUEST COMPANY

Ticker:	PQE	Security ID:	74346P102
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David Bonderman	For	Withhold	Management
1.2	Elect Director David G. Brown	For	For	Management
1.3	Elect Director Alan W. Aldworth	For	For	Management
1.4	Elect Director William E. Oberndorf	For	For	Management
1.5	Elect Director James P. Roemer	For	For	Management
1.6	Elect Director Gary L. Roubos	For	For	Management
1.7	Elect Director Todd S. Nelson	For	For	Management
1.8	Elect Director Linda G. Roberts	For	For	Management
1.9	Elect Director William J. White	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management

PROVIDENT FINANCIAL SERVICES, INC.

Ticker:	PFS	Security ID:	74386T105
Meeting Date:	JUL 17, 2003	Meeting Type:	Annual
Record Date:	MAY 23, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J. Martin Comey	For	For	Management
1.2	Elect Director Geoffrey M. Connor	For	For	Management
1.3	Elect Director Thomas E. Sheenan	For	For	Management
1.4	Elect Director Edward O’Donnell	For	For	Management
2	Approve Stock Option Plan	For	For	Management
3	Approve Restricted Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

31

PULITZER INC.

Ticker:	PTZ	Security ID:	745769109
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Susan T. Congalton	For	For	Management
1.2	Elect Director Ken J. Elkins	For	Withhold	Management
1.3	Elect Director Alice B. Hayes	For	For	Management
1.4	Elect Director Richard W. Moore	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Adopt New Listing Standards to Improve Corporate Governance	Against	For	Shareholder

QUICKSILVER RESOURCES INC.

Ticker:	KWK	Security ID:	74837R104
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	APR 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anne Darden Self	For	For	Management
1.2	Elect Director Steven M. Morris	For	For	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Amend Stock Option Plan	For	For	Management
5	Approve Non-Employee Director Stock Option Plan	For	For	Management

R.H. DONNELLEY CORP.

Ticker:	RHD	Security ID:	74955W307
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kenneth G. Campbell	For	For	Management
1.2	Elect Director Carol J. Parry	For	For	Management
1.3	Elect Director Barry Lawson Williams	For	For	Management
2	Ratify Auditors	For	For	Management
3	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	For	Shareholder

32

RED HAT, INC.

Ticker:	RHAT	Security ID:	756577102
Meeting Date:	JUL 31, 2003	Meeting Type:	Annual
Record Date:	JUN 2, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director F. Selby Wellman	For	For	Management
1.2	Elect Director Dr. Marye Anne Fox	For	Withhold	Management
1.3	Elect Director Dr. W. Steve Albrecht	For	For	Management
2	Ratify Auditors	For	For	Management

SCP POOL CORP.

Ticker:	POOL	Security ID:	784028102
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Wilson B. Sexton	For	For	Management
1.2	Elect Director Andrew W. Code	For	For	Management
1.3	Elect Director James J. Gaffney	For	For	Management
1.4	Elect Director M.J. Perez De La Mesa	For	For	Management
1.5	Elect Director Robert C. Sledd	For	For	Management
1.6	Elect Director John E. Stokely	For	For	Management
1.7	Elect Director Harlan F. Seymour	For	For	Management
1.8	Elect Director George T. Haymaker, Jr.	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

SHUFFLE MASTER, INC.

Ticker:	SHFL	Security ID:	825549108
Meeting Date:	MAR 17, 2004	Meeting Type:	Annual
Record Date:	JAN 27, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark L. Yoseloff	For	For	Management
1.2	Elect Director Garry W. Saunders	For	For	Management
1.3	Elect Director Ken Robson	For	For	Management
1.4	Elect Director Don R. Kornstein	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan	For	For	Management

SIERRA WIRELESS INC.

Ticker:	SW.	Security ID:	826516106
Meeting Date:	APR 26, 2004	Meeting Type:	Annual
Record Date:	MAR 24, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David B. Sutcliffe	For	For	Management
1.2	Elect Director Gregory D. Aasen	For	For	Management
1.3	Elect Director S. Jane Rowe	For	For	Management
1.4	Elect Director Paul G. Cataford	For	For	Management
1.5	Elect Director Peter Ciceri	For	For	Management
1.6	Elect Director Nadir Mohamed	For	For	Management
1.7	Elect Director Charles E. Levine	For	For	Management
2	Appoint KPMG LLP as Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management

33

SKILLSOFT PLC [FORMERLY SMARTFORCE PLC (FRM.CBT GROUP PLC)]

Ticker:	SKIL	Security ID:	830928107
Meeting Date:	OCT 31, 2003	Meeting Type:	Annual
Record Date:

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Receive and Consider Financial Statements and Statutory Reports	For	For	Management
2	Reelect G. Priest as a Director	For	For	Management
3a	Elect C. Moran as a Director	For	For	Management
3b	Elect W. Coleman as a Director	For	For	Management
3c	Elect S. Gross as a Director	For	For	Management
3d	Elect P. Edelstein as a Director	For	For	Management
4	Authorize Audit Committee to Fix Remuneration of the Auditors	For	For	Management
5	Amend 1995 Employee Share Purchase Plan to Increase the Number of Shares Available for Issuance Under the Plan by 800,000 Ordinary Shares of EUR 0.11 Each	For	For	Management
6	Transact Other Business (Non-Voting)	None	None	Management

SONIC CORP.

Ticker:	SONC	Security ID:	835451105
Meeting Date:	JAN 21, 2004	Meeting Type:	Annual
Record Date:	NOV 28, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J. Clifford Hudson	For	For	Management
1.2	Elect Director Robert M. Rosenberg	For	For	Management
1.3	Elect Director Federico F. Pena	For	For	Management
2	Other Business	For	Against	Management

SPECTRASITE, INC.

Ticker:	SSI	Security ID:	84761M104
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen H. Clark	For	For	Management
1.2	Elect Director Paul M. Albert, Jr.	For	For	Management
1.3	Elect Director Robert Katz	For	For	Management
1.4	Elect Director Richard Masson	For	For	Management
2	Ratify Auditors	For	For	Management

34

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	Against	Management

STERICYCLE, INC.

Ticker:	SRCL	Security ID:	858912108
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jack W. Schuler	For	For	Management
1.2	Elect Director Mark C. Miller	For	For	Management
1.3	Elect Director John P. Connaughton	For	For	Management
1.4	Elect Director Rod F. Dammeyer	For	For	Management
1.5	Elect Director Patrick F. Graham	For	For	Management
1.6	Elect Director John Patience	For	For	Management
1.7	Elect Director Thomas R. Reusche	For	For	Management
1.8	Elect Director Peter Vardy	For	For	Management
1.9	Elect Director L. John Wilkerson, Ph.D.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Waste Incineration	Against	Against	Shareholder

STRAYER EDUCATION, INC.

Ticker:	STRA	Security ID:	863236105
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert S. Silberman	For	For	Management
1.2	Elect Director Dr. Charlotte F. Beason	For	For	Management
1.3	Elect Director William E. Brock	For	For	Management
1.4	Elect Director David A. Coulter	For	For	Management
1.5	Elect Director Gary Gensler	For	For	Management
1.6	Elect Director Robert R. Grusky	For	For	Management
1.7	Elect Director Todd A. Milano	For	For	Management
1.8	Elect Director Robert L. Johnson	For	For	Management
1.9	Elect Director G. Thomas Waite, III	For	For	Management
1.10	Elect Director J. David Wargo	For	For	Management
2	Ratify Auditors	For	For	Management

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TARO PHARMACEUTICALS INDUSTRIES

Ticker:		Security ID:	M8737E108
Meeting Date:	AUG 5, 2004	Meeting Type:	Annual
Record Date:	JUN 28, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Heather Douglas	For	Did Not Vote	Management
1.2	Elect Director Michael Friedman	For	Did Not Vote	Management
1.3	Elect Director Eric Johnston	For	Did Not Vote	Management
1.4	Elect Director Gad Keren	For	Did Not Vote	Management
1.5	Elect Director Barrie Levitt	For	Did Not Vote	Management
1.6	Elect Director Tal Levitt	For	Did Not Vote	Management
1.7	Elect Director Daniel Moros	For	Did Not Vote	Management
1.8	Elect Director Myron Strober	For	Did Not Vote	Management
2	Ratify Auditors	For	Did Not Vote	Management
3	APPROVE THE AUDITORS REPORT AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2003.	For	Did Not Vote	Management
4	APPROVE AN AMENDMENT TO THE COMPANY S 1999 STOCK INCENTIVE PLAN AUTHORIZING THE GRANT OF STOCK OPTIONS TO THE COMPANY S INDEPENDENT DIRECTORS.	For	Did Not Vote	Management
5	APPROVE THE GRANT OF STOCK OPTIONS TO THE COMPANY S INDEPENDENT DIRECTORS.	For	Did Not Vote	Management

TECHNE CORP.

Ticker:	TECH	Security ID:	878377100
Meeting Date:	OCT 23, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Fix Number of Directors	For	For	Management
2.1	Elect Director Thomas E. Oland	For	For	Management
2.2	Elect Director Roger C. Lucas, Ph.D.	For	For	Management
2.3	Elect Director Howard V. O’Connell	For	For	Management
2.4	Elect Director G. Arthur Herbert	For	For	Management
2.5	Elect Director Randolph C. Steer, M.D., Ph.D.	For	For	Management
2.6	Elect Director Christopher S. Henney, D.Sc., Ph.D.	For	For	Management
2.7	Elect Director Robert V. Baumgartner, C.P.A.	For	For	Management

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TELIK, INC.

Ticker:	TELK	Security ID:	87959M109
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M.M. Wick, M.D., Ph.D.	For	For	Management
1.2	Elect Director Richard Newman, Esq.	For	For	Management
2	Ratify Auditors	For	For	Management

TRACTOR SUPPLY CO.

Ticker:	TSCO	Security ID:	892356106
Meeting Date:	APR 15, 2004	Meeting Type:	Annual
Record Date:	MAR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James F. Wright	For	For	Management
1.2	Elect Director Gerard E. Jones	For	Withhold	Management
1.3	Elect Director Edna K. Morris	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management

TRANSACT TECHNOLOGIES, INC.

Ticker:	TACT	Security ID:	892918103
Meeting Date:	MAY 26, 2004	Meeting Type:	Annual
Record Date:	APR 16, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Graham Y. Tanaka	For	For	Management
2	Ratify Auditors	For	For	Management

TUESDAY MORNING CORP.

Ticker:	TUES	Security ID:	899035505
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Benjamin D. Chereskin	For	For	Management
1.2	Elect Director Kathleen Mason	For	Withhold	Management
1.3	Elect Director W. J. Hunckler, III	For	For	Management
1.4	Elect Director Robin P. Selati	For	For	Management
1.5	Elect Director Sally Frame Kasaks	For	For	Management
1.6	Elect Director Henry F. Frigon	For	Withhold	Management
1.7	Elect Director Giles H. Bateman	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management

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UCBH HOLDINGS, INC.

Ticker:	UCBH	Security ID:	90262T308
Meeting Date:	APR 29, 2004	Meeting Type:	Annual
Record Date:	FEB 29, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anthony Y. Chan	For	For	Management
1.2	Elect Director Joseph J. Jou	For	For	Management
1.3	Elect Director Dr. Godwin Wong	For	For	Management
1.4	Elect Director Thomas S. Wu	For	For	Management
2	Amend Certificate to Remove Anti-Takeover Provision	For	For	Management
3	Ratify Auditors	For	For	Management

ULTRA PETROLEUM CORP.

Ticker:	UPL	Security ID:	903914109
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	APR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Michael D. Watford as a Director	For	For	Management
1.2	Elect William C. Helton as a Director	For	For	Management
1.3	Elect James E. Nielson as a Director	For	For	Management
1.4	Elect Robert E. Rigney as a Director	For	For	Management
1.5	Elect James C. Roe as a Director	For	For	Management
2	Approve Auditors and Authorize Board to Fix Remuneration of Auditors	For	For	Management
3	Other Business	For	Against	Management

URBAN OUTFITTERS, INC.

Ticker:	URBN	Security ID:	917047102
Meeting Date:	JUN 1, 2004	Meeting Type:	Annual
Record Date:	APR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard A. Hayne	For	Withhold	Management
1.2	Elect Director Scott A. Belair	For	Withhold	Management
1.3	Elect Director Harry S. Cherken, Jr.	For	Withhold	Management
1.4	Elect Director Joel S. Lawson III	For	For	Management
1.5	Elect Director Glen T. Senk	For	Withhold	Management
1.6	Elect Director Robert H. Strouse	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management
3	Approve Omnibus Stock Plan	For	Against	Management

UTSTARCOM, INC.

Ticker:	UTSI	Security ID:	918076100
Meeting Date:	SEP 24, 2003	Meeting Type:	Special
Record Date:	AUG 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Increase Authorized Common Stock	For	For	Management

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VALUECLICK, INC.

Ticker:	VCLK	Security ID:	92046N102
Meeting Date:	JUN 3, 2004	Meeting Type:	Annual
Record Date:	APR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James R. Zarley	For	Withhold	Management
1.2	Elect Director David S. Buzby	For	For	Management
1.3	Elect Director Martin T. Hart	For	For	Management
1.4	Elect Director Tom Vadnais	For	Withhold	Management
1.5	Elect Director Jeffrey F. Rayport	For	Withhold	Management

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

Ticker:	VSEA	Security ID:	922207105
Meeting Date:	FEB 10, 2004	Meeting Type:	Annual
Record Date:	DEC 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert W. Dutton	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

VCA ANTECH INC

Ticker:	WOOF	Security ID:	918194101
Meeting Date:	JUL 12, 2004	Meeting Type:	Annual
Record Date:	MAY 13, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert L. Antin	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Ratify Auditors	For	For	Management

VERINT SYSTEMS, INC.

Ticker:	VRNT	Security ID:	92343X100
Meeting Date:	JUL 27, 2004	Meeting Type:	Annual
Record Date:	JUN 9, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kobi Alexander	For	Withhold	Management
1.2	Elect Director Paul Baker	For	Withhold	Management
1.3	Elect Director Dan Bodner	For	Withhold	Management
1.4	Elect Director Victor De Marines	For	For	Management
1.5	Elect Director David Kreinberg	For	Withhold	Management
1.6	Elect Director David Ledwell	For	Withhold	Management
1.7	Elect Director Kenneth Minihan	For	For	Management
1.8	Elect Director Larry Myers	For	For	Management
1.9	Elect Director Igal Nissim	For	Withhold	Management
1.10	Elect Director Harris Oliner	For	Withhold	Management
1.11	Elect Director Paul Robinson	For	Withhold	Management
1.12	Elect Director Howard Safir	For	For	Management
1.13	Elect Director William Sorin	For	Withhold	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

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VERINT SYSTEMS, INC.

Ticker:	VRNT	Security ID:	92343X100
Meeting Date:	AUG 12, 2003	Meeting Type:	Annual
Record Date:	JUN 27, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kobi Alexander	For	Withhold	Management
1.2	Elect Director Paul Baker	For	For	Management
1.3	Elect Director Dan Bodner	For	Withhold	Management
1.4	Elect Director Victor De Marines	For	For	Management
1.5	Elect Director David Kreinberg	For	Withhold	Management
1.6	Elect Director David Ledwell	For	For	Management
1.7	Elect Director Kenneth Minihan	For	For	Management
1.8	Elect Director Larry Myers	For	For	Management
1.9	Elect Director Igal Nissim	For	For	Management
1.10	Elect Director Harris Oliner	For	For	Management
1.11	Elect Director Paul Robinson	For	For	Management
1.12	Elect Director Howard Safir	For	For	Management
1.13	Elect Director William Sorin	For	Withhold	Management
2	Approve Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

VISTACARE, INC.

Ticker:	VSTA	Security ID:	92839Y109
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	APR 2, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Perry G. Fine, M.D.	For	For	Management
1.2	Elect Director William J. McBride	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

WASHINGTON GROUP INTERNATIONAL INC

Ticker:	WGII	Security ID:	938862208
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 12, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Declassify the Board of Directors	For	For	Management
2.1	Elect Director Stephen G. Hanks	For	For	Management
2.2	Elect Director Michael P. Monaco	For	For	Management
2.3	Elect Director Cordell Reed	For	For	Management
2.4	Elect Director Bettina M. Whyte	For	For	Management
3	Ratify Auditors	For	For	Management
4	Approve Omnibus Stock Plan	For	For	Management

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WEBSENSE, INC.

Ticker:	WBSN	Security ID:	947684106
Meeting Date:	JUN 2, 2004	Meeting Type:	Annual
Record Date:	APR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John B. Carrington	For	For	Management
1.2	Elect Director Gary E. Sutton	For	For	Management
2	Ratify Auditors	For	For	Management

WESTERN DIGITAL CORP.

Ticker:	WDC	Security ID:	958102105
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	OCT 2, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Matthew E. Massengill	For	For	Management
1.2	Elect Director I.M. Booth	For	For	Management
1.3	Elect Director Peter D. Behrendt	For	For	Management
1.4	Elect Director Kathleen A. Cote	For	For	Management
1.5	Elect Director Henry T. DeNero	For	For	Management
1.6	Elect Director William L. Kimsey	For	For	Management
1.7	Elect Director Michael D. Lambert	For	For	Management
1.8	Elect Director Roger H. Moore	For	For	Management
1.9	Elect Director Thomas E. Pardun	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

WMS INDUSTRIES INC.

Ticker:	WMS	Security ID:	929297109
Meeting Date:	DEC 11, 2003	Meeting Type:	Annual
Record Date:	OCT 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Louis J. Nicastro	For	For	Management
1.2	Elect Director Brian R. Gamache	For	For	Management
1.3	Elect Director Norman J. Menell	For	For	Management
1.4	Elect Director Harold H. Bach, Jr.	For	For	Management
1.5	Elect Director William C. Bartholomay	For	For	Management
1.6	Elect Director William E. McKenna	For	For	Management
1.7	Elect Director Donna B. Moore	For	For	Management
1.8	Elect Director Neil D. Nicastro	For	For	Management
1.9	Elect Director Harvey Reich	For	For	Management
1.10	Elect Director David M. Satz, Jr.	For	For	Management
1.11	Elect Director Ira S. Sheinfeld	For	For	Management
2	Ratify Auditors	For	For	Management

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WRIGHT MED GROUP INC

Ticker:	WMGI	Security ID:	98235T107
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James T. Treace	For	For	Management
1.2	Elect Director F. Barry Bays	For	For	Management
1.3	Elect Director Richard B. Emmitt	For	For	Management
1.4	Elect Director Laurence Y. Fairey	For	For	Management
1.5	Elect Director David D. Stevens	For	For	Management
1.6	Elect Director James E. Thomas	For	For	Management
1.7	Elect Director Thomas E. Timbie	For	For	Management
1.8	Elect Director Elizabeth H. Weatherman	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

WYNN RESORTS LTD

Ticker:	WYNN	Security ID:	983134107
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 31, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen A. Wynn	For	For	Management
1.2	Elect Director Alvin V. Shoemaker	For	For	Management
1.3	Elect Director D. Boone Wayson	For	For	Management
1.4	Elect Director Stanley R. Zax	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

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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)		Morgan Stanley Special Growth Fund
By (Signature and Title)*			/s/ Ronald E. Robison
			Principal Executive Officer
Date	August 27, 2004

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

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