UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number:		811-07692

Name of Fund:	Legg Mason Investors Trust, Inc.

Fund Address:	100 Light Street
	Baltimore, MD 21202

Name and address of agent for service:
	Gregory T. Merz, Vice President
	Legg Mason Investors Trust, Inc.
	100 Light Street, 23^rd Floor
	Baltimore, MD 21202

Registrant’s telephone number, including area code:
	1-800-368-2558

Date of fiscal year end:
	03/31/2006

Date of reporting period:
	07/01/2004 – 06/30/2005

Item 1 – Proxy Voting Record:

Item 1 – Proxy Voting Record – Attached on behalf of Legg Mason American Leading Companies Trust, Legg Mason Balanced Trust, Legg Mason U.S. Small-Capitalization Value Trust, and Legg Mason Financial Services Fund.

Legg Mason Financial Services Funds

Management

Ticker Symbol

Cusip

Meeting date

Matter Voted On

Proposed by
Management/ Shareholder

Vote Cast

Management
Recommendation

How Voted

For/Against Management

Sound Federal Bancorp, Inc.

SFFS

83607V104

12-Aug-04

1. Vote Directors

Management

Sound Federal Bancorp, Inc.

SFFS

83607V104

12-Aug-04

2. Ratify CPAs- KPMG LLP

Management

Sound Federal Bancorp, Inc.

SSFX

83607V104

12-Aug-04

1. Vote Directors.

Management

Yes

For

Sound Federal Bancorp, Inc.

SSFX

83607V104

12-Aug-04

2. Ratification of KPMG auditors for FYE 3/31/05

Management

Yes

For

National commerce Financial Corp

NCF

63545P104

15-Sep-04

Approve agreement and plan of merger with STI

Management

Yes

For

Willow Grove Bancorp Inc.

WGBC

97111w101

9-Nov-04

1. Approve merger w/ Chester Valley

Management

Yes

For

Willow Grove Bancorp Inc.

WGBC

97111w101

9-Nov-04

2. Adjourn special mtg if necessary

Management

Yes

For

Financial Federal Corp

FIF

317492106

14-Dec-04

1. Vote Directors

Management

Financial Federal Corp

FIF

317492106

14-Dec-04

2. Ratify CPAs- KPMG LLP

Management

Harbor Florida Bank Shares

HARB

411901101

28-Jan-05

1. Vote Directors

Management

Yes

For

Harbor Florida Bank Shares

HARB

411901101

28-Jan-05

2. Ratify KPMG LLP auditors

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

18-Feb-05

1. Approve TD merger

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

18-Feb-05

2. reincorp ME to DEL

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

18-Feb-05

3. approve governance and other post transaxn provisions

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

18-Feb-05

4. adjourn special meeting

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

18-Feb-05

voting reqs, elim req board to consider interests, lmt ability

Management

Yes

For

Wainwright Bank & Trust Co.

WAIN

930705108

14-Mar-05

1. Vote Directors

Management

Yes

For

Wainwright Bank & Trust Co.

WAIN

930705108

14-Mar-05

2. Elect Bank Clerk

Management

Yes

For

Wainwright Bank & Trust Co.

WAIN

930705108

14-Mar-05

3. Ratify Auditors

Management

Yes

For

Partners Trust Financial Group

PRTR

70213F102

15-Mar-05

1. Vote Directors

Management

Yes

For

Partners Trust Financial Group

PRTR

70213F102

15-Mar-05

2. Ratify Accts- KPMG

Management

Yes

For

Partners Trust Financial Group

PRTR

70213F102

15-Mar-05

3. Approve & adopt amend to L/T equity comp

Management

Yes

For

Sussex Bancorp

SBB

869245100

15-Mar-05

1. Vote Directors

Management

Yes

For

Sussex Bancorp

SBB

869245100

15-Mar-05

2. Approve 2004 equity incent plan

Management

Yes

For

Fidelity Bankshares, Inc.

FFFL

31604q107

17-Mar-05

1. Vote Directors

Management

Yes

For

Cascade Financial Corp.

CASB

147272108

25-Mar-05

1. Vote Directors

Management

Yes

For

Columbia Bancorp

CBMD

44105771671

25-Mar-05

1. Vote Directors

Management

Yes

For

First Financial Bankshares, Inc.

FFIN

32020r109

25-Mar-05

1. Vote Directors

Management

Yes

For

First Financial Bankshares, Inc.

FFIN

32020r109

25-Mar-05

2. Approve Auditors- E&Y

Management

Yes

For

MAF Bancorp

MAFB

55261r108

25-Mar-05

1. Vote Directors

Management

Yes

For

MAF Bancorp

MAFB

55261r108

25-Mar-05

2. Ratify CPA- KPMG

Management

Yes

For

Old Republic International Corp.

ORI

680223104

31-Mar-05

1. Vote Directors

Management

Yes

For

Fiserv

FISV

337738108

6-Apr-05

appr exec comp plan

Management

Yes

For

Fiserv

FISV

337738108

6-Apr-05

approve stk opt & restricted stk plan

Management

Yes

For

Fiserv

FISV

337738108

6-Apr-05

Vote Directors & Ratify Deloite & Touche

Management

Yes

For

First Keystone Corporation

FKYS

320654208

19-Apr-05

1. Vote Directors

Management

Yes

For

First Keystone Corporation

FKYS

320654208

19-Apr-05

2. Ratify Auditors- JH Williams

Management

Yes

For

Gold Banc Corp

GLDB

379907108

19-Apr-05

1. Vote Directors

Management

Yes

For

Hershey Foods Corp.

HSY

427866108

19-Apr-05

1. Vote Directors

Management

Yes

For

Hershey Foods Corp.

HSY

427866108

19-Apr-05

2. Ratify Auditors- KPMG LLP

Management

Yes

For

Hershey Foods Corp.

HSY

427866108

19-Apr-05

3. Approve amend to increase shares

Management

Yes

For

Hershey Foods Corp.

HSY

427866108

19-Apr-05

4. Approve amend to change name- Hershey Company

Management

Yes

For

M&T Bank Corp

MTB

55261F104

19-Apr-05

1. Vote Directors

Management

Yes

For

M&T Bank Corp

MTB

55261F104

19-Apr-05

2. appr incent comp plan

Management

Yes

For

M&T Bank Corp

MTB

55261F104

19-Apr-05

3. ratify PWC, LLP

Management

Yes

For

Suntrust Banks Inc.

STI

867914103

19-Apr-05

1. Vote Directors

Management

Yes

For

Suntrust Banks Inc.

STI

867914103

19-Apr-05

2. Ratify Auditors- PWC LLP

Management

Yes

For

Suntrust Banks Inc.

STI

867914103

19-Apr-05

3. Approve perf goals for mgmt incentive

Management

Yes

For

Suntrust Banks Inc.

STI

867914103

19-Apr-05

4. Approve terms of perf goals for perf unit

Management

Yes

For

Commerce Bancshares

CBSH

200525103

20-Apr-05

1. Vote Directors

Management

Yes

For

Commerce Bancshares

CBSH

200525103

20-Apr-05

2. Approve 2005 Equity Incentive Plan

Management

Yes

For

Commerce Bancshares

CBSH

200525103

20-Apr-05

3. Ratify KPMG as accts & auditors

Management

Yes

For

American Pacific Bank

AMPB

02837p307

21-Apr-05

Approve merger bet. Riverview Bancorp & AMPB

Management

Yes

For

Brown & Brown Inc

BRO

115236101

21-Apr-05

1. Vote Directors

Management

Yes

For

Brown & Brown Inc

BRO

115236101

21-Apr-05

2. Amend Stock Perf plan

Management

Yes

For

Sovereign Bancorp Inc.

SOV

845905108

21-Apr-05

1. Vote Directors

Management

Yes

For

Sovereign Bancorp Inc.

SOV

845905108

21-Apr-05

2. Ratify Auditors- E&Y

Management

Yes

For

Community Capital Bancshares

ALBY

203634100

25-Apr-05

1. Vote Directors

Management

Yes

For

Cascade Bancorp

CACB

147154108

25-Apr-05

1. Vote Directors

Management

Yes

For

Cascade Bancorp

CACB

147154108

25-Apr-05

2. Approve Increase # authorized shares

Management

Yes

For

First State Financial Corp.

FSTF

33708m206

25-Apr-05

1. Vote Directors

Management

Yes

For

Texas Regional Bancshares Inc

TRBS

882673106

25-Apr-05

1. Vote Directors

Management

Yes

For

Texas Regional Bancshares Inc

TRBS

882673106

25-Apr-05

2. Approve amend to increase shares

Management

Yes

For

Texas Regional Bancshares Inc

TRBS

882673106

25-Apr-05

3. Approve 2005 incentive Stk opt plan

Management

Yes

For

Texas Regional Bancshares Inc

TRBS

882673106

25-Apr-05

4. Approve 2005 non-stat Stk opt plan

Management

Yes

For

Texas Regional Bancshares Inc

TRBS

882673106

25-Apr-05

5. Ratify Auditors— KPMG LLP

Management

Yes

For

Americanwest Bancorp

AWBC

03058P109

26-Apr-05

1. Vote Directors

Management

Yes

For

BB&T Corp.

BBT

054937107

26-Apr-05

1. Vote Directors

Management

Yes

For

BB&T Corp.

BBT

054937107

26-Apr-05

2. Ratify CPA- PWC, LLP

Management

Yes

For

Management

Ticker Symbol

Cusip

Meeting date

Matter Voted On

Proposed by
Management/ Shareholder

Vote Cast

Management
Recommendation

How Voted

For/Against Management

Encana Corp

ECA

292505104

27-Apr-05

1. Vote Directors

Management

Yes

For

Encana Corp

ECA

292505104

27-Apr-05

2. Appt Auditors- PWC, LLP

Management

Yes

For

Encana Corp

ECA

292505104

27-Apr-05

3. Approve amend stock plan

Management

Yes

For

Encana Corp

ECA

292505104

27-Apr-05

4. Approve 2 for 1 split

Management

Yes

For

Glacier Bancorp, Inc.

GBCI

37637q105

27-Apr-05

1. Vote Directors

Management

Yes

For

Glacier Bancorp, Inc.

GBCI

37637q105

27-Apr-05

2. Approve stock incent plan

Management

Yes

For

TCF Financial Corp.

TCB

8722775102

27-Apr-05

1. Approve Directors

Management

Yes

For

TCF Financial Corp.

TCB

8722775102

27-Apr-05

2. re-approve directors stock program -10yrs

Management

Yes

For

TCF Financial Corp.

TCB

8722775102

27-Apr-05

3. Advisory vote Accts- KPMG

Management

Yes

For

AmerUs Group

AMH

03072M108

28-Apr-05

1. Vote Directors

Management

Yes

For

AmerUs Group

AMH

03072M108

28-Apr-05

2. Amend 2003 stk incent plan

Management

Yes

For

AmerUs Group

AMH

03072M108

28-Apr-05

3. Approve perf based for incent comp

Management

Yes

For

AmerUs Group

AMH

03072M108

28-Apr-05

4. Ratify Auditors- E&Y

Management

Yes

For

Philadelphia Consolidated Holding Corp.

PHLY

717528103

28-Apr-05

1. Vote Directors

Management

Yes

For

Philadelphia Consolidated Holding Corp.

PHLY

717528103

28-Apr-05

2. Approve Stk Incent & Perf based comp

Management

Yes

For

Philadelphia Consolidated Holding Corp.

PHLY

717528103

28-Apr-05

3. Approve CPAs- PWC LLP

Management

Yes

For

Synovus Financial Corp.

SNV

87161C105

28-Apr-05

1. Vote Directors

Management

Yes

For

Synovus Financial Corp.

SNV

87161C105

28-Apr-05

2. Ratify Auditors KPMG, LLP

Management

Yes

For

MBNA Corporation

KRB

55262l100

2-May-05

1. Vote Directors

Management

Yes

For

MBNA Corporation

KRB

55262l100

2-May-05

2. Ratify Auditors

Management

Yes

For

MBNA Corporation

KRB

55262l100

2-May-05

3. Expense Options

Shareholder

Yes

Against

For

MBNA Corporation

KRB

55262l100

2-May-05

4. Performance Based Compensation

Shareholder

Yes

Against

For

Summit Bank Corp.

SBGA

866013105

2-May-05

1. Vote Directors

Management

Yes

For

Hilb, Rogal and Hobbs co.

HRH

431294107

3-May-05

1. Vote Directors

Management

Yes

For

Hilb, Rogal and Hobbs co.

HRH

431294107

3-May-05

2. Ratify Auditors- E&Y

Management

Yes

For

North Fork Bancorparation

NFB

659424105

3-May-05

1. Vote Directors

Management

Yes

For

North Fork Bancorparation

NFB

659424105

3-May-05

2. Increase common stock 2X

Management

Yes

For

North Fork Bancorparation

NFB

659424105

3-May-05

3. Ratify auditors- KPMG

Management

Yes

For

Online Resources Corp.

ORCC

68273G101

4-May-05

1. Vote Directors

Management

Yes

For

Online Resources Corp.

ORCC

68273G101

4-May-05

2. Inc # shs & elim Series A pfd stck

Management

Yes

For

Online Resources Corp.

ORCC

68273G101

4-May-05

3. Appr & adopt Stk & Opt plan

Management

Yes

For

Online Resources Corp.

ORCC

68273G101

4-May-05

4. Ratify CPAs- E&Y

Management

Yes

For

Northrim Bancorp

NRIM

666762109

5-May-05

Vote Directors

Management

Yes

For

RLI Corp

RLI

749607107

5-May-05

1. Vote Directors

Management

Yes

For

RLI Corp

RLI

749607107

5-May-05

2. Approve Stock Plan

Management

Yes

For

RLI Corp

RLI

749607107

5-May-05

3. Ratify CPA- KPMG

Management

Yes

For

Stancorp Financial Group

SFG

852891100

9-May-05

1. Vote Directors

Management

Yes

For

Stancorp Financial Group

SFG

852891100

9-May-05

2. Ratify appt of indep cpa firm

Management

Yes

For

Mercantile Bankshares Corp.

MRBK

587405101

10-May-05

1. Vote Directors

Management

Yes

For

Mercantile Bankshares Corp.

MRBK

587405101

10-May-05

2. Ratify Auditors- PWC, LLP

Management

Yes

For

Mercantile Bankshares Corp.

MRBK

587405101

10-May-05

3. Approve stk retainer & deferred comp

Management

Yes

For

Gateway Financial Holdings

GBTS

368140109

16-May-05

1. Vote Directors

Management

Yes

For

Gateway Financial Holdings

GBTS

368140109

16-May-05

2. Approve stock incent plan

Management

Yes

For

GB&T Bancshares, Inc.

GBTB

361462104

17-May-05

1. Vote Directors

Management

Yes

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

1. Vote Directors

Management

Yes

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

2. Appt Indep Reg CPA Firm

Management

Yes

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

3. Approve 2005 l/t incentive plan

Management

Yes

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

4. Director Term Limits

Shareholder

Yes

Against

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

5. Separation of Chairman & CEO

Shareholder

Yes

Against

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

6. Competitve Pay

Shareholder

Yes

Against

For

JPMorgan Chase & Co.

JPM

46625h100

17-May-05

7. Recoup Unearned Mgmt Bonus

Shareholder

Yes

Against

For

Mid-State Bancshares

MDST

595440108

17-May-05

1. Vote Directors

Management

Yes

For

Mid-State Bancshares

MDST

595440108

17-May-05

2. Approve Equity based comp- 2005

Management

Yes

For

Western Sierra Bancorp

WSBA

959522103

17-May-05

1. Vote Directors

Management

Yes

For

Western Sierra Bancorp

WSBA

959522103

17-May-05

2. Approve amend stk op plan

Management

Yes

For

Western Sierra Bancorp

WSBA

959522103

17-May-05

3. Ratify CPAs- Perry-Smith LLP

Management

Yes

For

Bancorp Rhode Island

BARI

59690107

18-May-05

1. Vote Directors

Management

Yes

For

Bancorp Rhode Island

BARI

59690107

18-May-05

2. Ratify Auditors- KPMG

Management

Yes

For

Cullen/Frost Bankers, Inc.

CFR

229899109

18-May-05

1. Vote Directors

Management

Yes

For

Cullen/Frost Bankers, Inc.

CFR

229899109

18-May-05

2. Approve 2005 incent plan

Management

Yes

For

Cullen/Frost Bankers, Inc.

CFR

229899109

18-May-05

3. Ratify Auditors- E&Y

Management

Yes

For

SLM Corporation

SLM

78442p106

19-May-05

1.Vote Directors

Management

Yes

For

SLM Corporation

SLM

78442p106

19-May-05

2. Approve stk incent plan

Management

Yes

For

SLM Corporation

SLM

78442p106

19-May-05

3. Ratify CPAs- PWC LLP

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

24-May-05

1. Vote Directors

Management

Yes

For

Banknorth Group Inc.

BNK

06646r107

24-May-05

2. Approve Equity incent plan

Management

Yes

For

Southern Community Financial Corp.

SCMF

842632101

24-May-05

1. Vote Directors

Management

Yes

For

United Financial Corp

UBMT

909919102

24-May-05

1. Approve amend LT incent & stk opt plan

Management

Yes

For

First Community Bancorp

FCBP

31983b101

25-May-05

1. Vote Directors

Management

Yes

For

Management

Ticker Symbol

Cusip

Meeting date

Matter Voted On

Proposed by
Management/ Shareholder

Vote Cast

Management
Recommendation

How Voted

For/Against Management

First Community Bancorp

FCBP

31983b101

25-May-05

2. Transact any other busisness

Management

Yes

For

Greater Bay Bancorp

GBBK

391648102

31-May-05

1. Vote Directors

Management

Yes

For

Greater Bay Bancorp

GBBK

391648102

31-May-05

2. Approve LT incent plan

Management

Yes

For

Greater Bay Bancorp

GBBK

391648102

31-May-05

3. Approve Exec incent plan

Management

Yes

For

Greater Bay Bancorp

GBBK

391648102

31-May-05

4. Ratify CPAs- PWC LLP

Management

Yes

For

Greater Bay Bancorp

GBBK

391648102

31-May-05

5. Restrict use of pfd stk

Shareholder

Yes

Against

For

Assurant, Inc.

AIZ

04621x108

2-Jun-05

1. Vote Directors

Management

Yes

For

Assurant, Inc.

AIZ

04621x108

2-Jun-05

2. Ratify CPAs- PWC LLP

Management

Yes

For

First State Bancorporation

FSNM

336453105

2-Jun-05

1. Vote Directors

Management

Yes

For

First State Bancorporation

FSNM

336453105

2-Jun-05

2. Ratify CPAs- KPMG LLP

Management

Yes

For

The Bank Holdings Inc.

TBHS

8833eE104

8-Jun-05

1. Vote Directors

Management

Yes

For

The Bank Holdings Inc.

TBHS

8833eE104

8-Jun-05

2. Amend 2002 Stk Plan

Management

Yes

For

American Equity Investment Life Hldg Co.

AEL

025676206

9-Jun-05

1. Vote Directors

Management

Yes

For

In All Markets, for all statuses, for American Leading Companies.

07/01/04 to 06/30/05

Dell Inc.

Ticker

DELL

CUSIP

24702R101

Meeting Status

Voted

Meeting Date

7/16/2004

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Donald J. Carty

Mgmt

For

1.2

Elect Director Michael S. Dell

Mgmt

For

1.3

Elect Director William H. Gray, III

Mgmt

For

1.4

Elect Director Judy C. Lewent

Mgmt

For

1.5

Elect Director Thomas W. Luce, III

Mgmt

For

1.6

Elect Director Klaus S. Luft

Mgmt

For

1.7

Elect Director Alex J. Mandl

Mgmt

For

1.8

Elect Director Michael A. Miles

Mgmt

For

1.9

Elect Director Samuel A. Nunn, Jr.

Mgmt

For

1.1

Elect Director Kevin B. Rollins

Mgmt

For

Ratify Auditors

Mgmt

For

Expense Stock Options

ShrHoldr

Against

For

Against

Microsoft Corp.

Ticker

MSFT

CUSIP

594918104

Meeting Status

Voted

Meeting Date

11/9/2004

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director William H. Gates III

Mgmt

For

1.2

Elect Director Steven A. Ballmer

Mgmt

For

1.3

Elect Director James I. Cash Jr., Ph.D.

Mgmt

For

1.4

Elect Director Raymond V. Gilmartin

Mgmt

For

1.5

Elect Director Ann McLaughlin Korologos

Mgmt

For

1.6

Elect Director David F. Marquardt

Mgmt

For

1.7

Elect Director Charles H. Noski

Mgmt

For

1.8

Elect Director Dr. Helmut Panke

Mgmt

For

1.9

Elect Director Jon A. Shirley

Mgmt

For

Amend Bundled Compensation Plans

Mgmt

For

Amend Bundled Compensation Plans

Mgmt

For

Amend Stock Option Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Deere & Co.

Ticker

CUSIP

244199105

Meeting Status

Voted

Meeting Date

2/23/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John R. Block

Mgmt

For

1.2

Elect Director T. Kevin Dunnigan

Mgmt

For

1.3

Elect Director Dipak C. Jain

Mgmt

For

1.4

Elect Director Joachim Milberg

Mgmt

For

Amend Executive Incentive Bonus Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Tyco International Ltd.

Ticker

TYC

CUSIP

902124106

Meeting Status

Voted

Meeting Date

3/10/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

Meeting for Holders of ADRs

1.1

Elect Director Dennis C. Blair

Mgmt

For

1.2

Elect Director Edward D. Breen

Mgmt

For

1.3

Elect Director George W. Buckley

Mgmt

For

1.4

Elect Director Brian Duperreault

Mgmt

For

1.5

Elect Director Bruce S. Gordon

Mgmt

For

1.6

Elect Director Rajiv L. Gupta

Mgmt

For

1.7

Elect Director John A. Krol

Mgmt

For

1.8

Elect Director Mackey J. Mcdonald

Mgmt

For

Withhold

Against

1.9

Elect Director H. Carl Mccall

Mgmt

For

1.1

Elect Director Brendan R. O’Neill

Mgmt

For

1.11

Elect Director Sandra S. Wijnberg

Mgmt

For

1.12

Elect Director Jerome B. York

Mgmt

For

Ratify Auditors

Mgmt

For

Morgan Stanley

Ticker

MWD

CUSIP

617446448

Meeting Status

Voted

Meeting Date

3/15/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John E. Jacob

Mgmt

For

1.2

Elect Director Charles F. Knight

Mgmt

For

1.3

Elect Director Miles L. Marsh

Mgmt

For

1.4

Elect Director Laura D’Andrea Tyson

Mgmt

For

Ratify Auditors

Mgmt

For

Declassify the Board of Directors

Mgmt

For

Limit Executive Compensation

ShrHoldr

Against

For

Nokia Corp.

Ticker

NOK

CUSIP

654902204

Meeting Status

Voted

Meeting Date

4/7/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

Meeting for Holders of ADRs

APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE SHEET.

Mgmt

For

APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.

Mgmt

For

DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.

Mgmt

For

PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.

Mgmt

For

5.1

Elect Directors Paul J. Collins

Mgmt

For

5.2

Elect Directors Georg Ehrnrooth

Mgmt

For

5.3

Elect Directors Bengt Holmstrom

Mgmt

For

5.4

Elect Directors Per Karlsson

Mgmt

For

5.5

Elect Directors Jorma Ollila

Mgmt

For

5.6

Elect Directors Marjorie Scardino

Mgmt

For

5.7

Elect Directors Vesa Vainio

Mgmt

For

5.8

Elect Directors Arne Wessberg

Mgmt

For

5.9

Elect Directors Dan Hesse

Mgmt

For

5.1

Elect Directors Edouard Michelin

Mgmt

For

APPROVAL OF THE REMUNERATION TO BE PAID TO THE AUDITOR.

Mgmt

For

APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2005.

Mgmt

For

APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS TO SELECTED PERSONNEL OF THE COMPANY.

Mgmt

For

APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY COMPANY.

Mgmt

For

AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY.

Mgmt

For

AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA SHARES.

Mgmt

For

AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY.

Mgmt

For

MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 15.

Mgmt

For

Against

Citigroup Inc.

Ticker

CUSIP

172967101

Meeting Status

Voted

Meeting Date

4/19/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director C. Michael Armstrong

Mgmt

For

1.2

Elect Director Alain J.P. Belda

Mgmt

For

1.3

Elect Director George David

Mgmt

For

1.4

Elect Director Kenneth T. Derr

Mgmt

For

1.5

Elect Director John M. Deutch

Mgmt

For

1.6

Elect Director Roberto Hernandez Ramirez

Mgmt

For

1.7

Elect Director Ann Dibble Jordan

Mgmt

For

1.8

Elect Director Klaus Kleinfeld

Mgmt

For

1.9

Elect Director Dudley C. Mecum

Mgmt

For

1.1

Elect Director Anne Mulcahy

Mgmt

For

1.11

Elect Director Richard D. Parsons

Mgmt

For

1.12

Elect Director Charles Prince

Mgmt

For

1.13

Elect Director Judith Rodin

Mgmt

For

1.14

Elect Director Robert E. Rubin

Mgmt

For

1.15

Elect Director Franklin A. Thomas

Mgmt

For

1.16

Elect Director Sanford I. Weill

Mgmt

For

1.17

Elect Director Robert B. Willumstad

Mgmt

For

Ratify Auditors

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Limit/Prohibit Awards to Executives

ShrHoldr

Against

For

Report on Political Contributions

ShrHoldr

Against

For

Prohibit Chairman From Management Duties, Titles or Responsibilities

ShrHoldr

Against

For

Limit Executive Compensation

ShrHoldr

Against

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Review/Limit Executive Compensation

ShrHoldr

Against

For

Adopt Simple Majority Vote

ShrHoldr

Against

For

Washington Mutual, Inc

Ticker

CUSIP

939322103

Meeting Status

Voted

Meeting Date

4/19/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Phillip D. Matthews

Mgmt

For

1.2

Elect Director Mary E. Pugh

Mgmt

For

1.3

Elect Director William G. Reed, Jr.

Mgmt

For

1.4

Elect Director James H. Stever

Mgmt

For

Ratify Auditors

Mgmt

For

ALLTEL Corp.

Ticker

CUSIP

20039103

Meeting Status

Voted

Meeting Date

4/21/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John Belk

Mgmt

For

1.2

Elect Director Gregory W. Penske

Mgmt

For

1.3

Elect Director Warren A. Stephens

Mgmt

For

Ratify Auditors

Mgmt

For

Texas Instruments Inc.

Ticker

TXN

CUSIP

882508104

Meeting Status

Voted

Meeting Date

4/21/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director James R. Adams

Mgmt

For

1.2

Elect Director David L. Boren

Mgmt

For

1.3

Elect Director Daniel A. Carp

Mgmt

For

1.4

Elect Director Carrie S. Cox

Mgmt

For

1.5

Elect Director Thomas J. Engibous

Mgmt

For

1.6

Elect Director Gerald W. Fronterhouse

Mgmt

For

1.7

Elect Director David R. Goode

Mgmt

For

1.8

Elect Director Pamela H. Patsley

Mgmt

For

1.9

Elect Director Wayne R. Sanders

Mgmt

For

1.1

Elect Director Ruth J. Simmons

Mgmt

For

1.11

Elect Director Richard K. Templeton

Mgmt

For

1.12

Elect Director Christine T. Whitman

Mgmt

For

Ratify Auditors

Mgmt

For

Approve Qualified Employee Stock Purchase Plan

Mgmt

For

Amend Stock Option Plan

Mgmt

For

Alcoa Inc.

Ticker

CUSIP

13817101

Meeting Status

Voted

Meeting Date

4/22/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Joseph T. Gorman

Mgmt

For

1.2

Elect Director Klaus Kleinfeld

Mgmt

For

Ratify Auditors

Mgmt

For

Merrill Lynch & Co., Inc.

Ticker

MER

CUSIP

590188108

Meeting Status

Voted

Meeting Date

4/22/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Jill K. Conway

Mgmt

For

1.2

Elect Director Heinz-Joachim Neuburger

Mgmt

For

1.3

Elect Director E. Stanley O’Neal

Mgmt

For

Ratify Auditors

Mgmt

For

Approve Non-Employee Director Restricted Stock Plan

Mgmt

For

Provide for Cumulative Voting

ShrHoldr

Against

For

Against

Limit Executive Compensation

ShrHoldr

Against

For

International Business Machines Corp.

Ticker

IBM

CUSIP

459200101

Meeting Status

Voted

Meeting Date

4/26/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

��

1.1

Elect Director Cathleen Black

Mgmt

For

1.2

Elect Director Kenneth I. Chenault

Mgmt

For

1.3

Elect Director Juergen Dormann

Mgmt

For

1.4

Elect Director Michael L. Eskew

Mgmt

For

Withhold

Against

1.5

Elect Director Carlos Ghosn

Mgmt

For

1.6

Elect Director Charles F. Knight

Mgmt

For

1.7

Elect Director Minoru Makihara

Mgmt

For

1.8

Elect Director Lucio A. Noto

Mgmt

For

1.9

Elect Director Samuel J. Palmisano

Mgmt

For

1.1

Elect Director Joan E. Spero

Mgmt

For

1.11

Elect Director Sidney Taurel

Mgmt

For

1.12

Elect Director Charles M. Vest

Mgmt

For

1.13

Elect Director Lorenzo H. Zambrano

Mgmt

For

Ratify Auditors

Mgmt

For

Restore or Provide for Cumulative Voting

ShrHoldr

Against

For

Against

Eliminate Age Discrimination in Retirement Benefits

ShrHoldr

Against

For

Calculate Executive Salary Without Regard to Pension Income

ShrHoldr

Against

For

Expense Stock Options

ShrHoldr

Against

For

Against

Report on Executive Compensation

ShrHoldr

Against

For

Report on Outsourcing

ShrHoldr

Against

For

Merck & Co., Inc.

Ticker

MRK

CUSIP

589331107

Meeting Status

Voted

Meeting Date

4/26/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Rochelle B. Lazarus

Mgmt

For

1.2

Elect Director William G. Bowen

Mgmt

For

1.3

Elect Director Raymond V. Gilmartin

Mgmt

For

1.4

Elect Director Thomas E. Shenk

Mgmt

For

1.5

Elect Director Anne M. Tatlock

Mgmt

For

1.6

Elect Director Samuel O. Thier

Mgmt

For

1.7

Elect Director Wendell P. Weeks

Mgmt

For

1.8

Elect Director Peter C. Wendell

Mgmt

For

Ratify Auditors

Mgmt

For

Prohibit Awards to Executives

ShrHoldr

Against

For

Limit Executive Compensation

ShrHoldr

Against

For

Eliminate Animal Testing

ShrHoldr

Against

For

Separate Chairman and CEO Positions

ShrHoldr

Against

For

Report on Product Availability in Canada

ShrHoldr

Against

For

Report on Political Contributions

ShrHoldr

Against

For

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

ShrHoldr

Against

For

General Electric Co.

Ticker

CUSIP

369604103

Meeting Status

Voted

Meeting Date

4/27/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director James I. Cash, Jr.

Mgmt

For

1.2

Elect Director William M. Castell

Mgmt

For

1.3

Elect Director Dennis D. Dammerman

Mgmt

For

1.4

Elect Director Ann M. Fudge

Mgmt

For

1.5

Elect Director Claudio X. Gonzalez

Mgmt

For

1.6

Elect Director Jeffrey R. Immelt

Mgmt

For

1.7

Elect Director Andrea Jung

Mgmt

For

1.8

Elect Director Alan G. Lafley

Mgmt

For

1.9

Elect Director Ralph S. Larsen

Mgmt

For

1.1

Elect Director Rochelle B. Lazarus

Mgmt

For

1.11

Elect Director Sam Nunn

Mgmt

For

1.12

Elect Director Roger S. Penske

Mgmt

For

1.13

Elect Director Robert J. Swieringa

Mgmt

For

1.14

Elect Director Douglas A. Warner III

Mgmt

For

1.15

Elect Director Robert C. Wright

Mgmt

For

Ratify Auditors

Mgmt

For

Provide for Cumulative Voting

ShrHoldr

Against

For

Report on Nuclear Fuel Storage Risks

ShrHoldr

Against

For

Report on PCB Clean-up Costs

ShrHoldr

Against

For

Adopt Policy on Overboarded Directors

ShrHoldr

Against

For

Prepare a Sustainability Report

ShrHoldr

Against

For

Political Contributions/Activities

ShrHoldr

Against

For

Eliminate Animal Testing

ShrHoldr

Against

For

Newmont Mining Corp. (Holding Company)

Ticker

NEM

CUSIP

651639106

Meeting Status

Voted

Meeting Date

4/27/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Glen A. Barton

Mgmt

For

1.2

Elect Director Vincent A. Calarco

Mgmt

For

1.3

Elect Director Michael s. Hamson

Mgmt

For

1.4

Elect Director Leo I. Higdon, Jr.

Mgmt

For

1.5

Elect Director Pierre Lassonde

Mgmt

For

1.6

Elect Director Robert J. Miller

Mgmt

For

Withhold

Against

1.7

Elect Director Wayne W. Murdy

Mgmt

For

1.8

Elect Director Robin A. Plumbridge

Mgmt

For

1.9

Elect Director John B. Prescott

Mgmt

For

1.1

Elect Director Donald C. Roth

Mgmt

For

1.11

Elect Director Seymour Schulich

Mgmt

For

1.12

Elect Director James V. Taranik

Mgmt

For

Ratify Auditors

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Bank of America Corp.

Ticker

BAC

CUSIP

60505104

Meeting Status

Voted

Meeting Date

4/27/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director William Barnet, III

Mgmt

For

1.2

Elect Director Charles W. Coker

Mgmt

For

1.3

Elect Director John T. Collins

Mgmt

For

1.4

Elect Director Gary L. Countryman

Mgmt

For

1.5

Elect Director Paul Fulton

Mgmt

For

1.6

Elect Director Charles K. Gifford

Mgmt

For

1.7

Elect Director W. Steven Jones

Mgmt

For

1.8

Elect Director Kenneth D. Lewis

Mgmt

For

1.9

Elect Director Walter E. Massey

Mgmt

For

1.1

Elect Director Thomas J. May

Mgmt

For

1.11

Elect Director Patricia E. Mitchell

Mgmt

For

1.12

Elect Director Edward L. Romero

Mgmt

For

1.13

Elect Director Thomas M. Ryan

Mgmt

For

1.14

Elect Director O. Temple Sloan, Jr.

Mgmt

For

1.15

Elect Director Meredith R. Spangler

Mgmt

For

1.16

Elect Director Robert L. Tillman

Mgmt

For

1.17

Elect Director Jackie M. Ward

Mgmt

For

Ratify Auditors

Mgmt

For

Report on Political Contributions

ShrHoldr

Against

For

Director Nominee Amendment

ShrHoldr

Against

For

Baker Hughes Incorporated

Ticker

BHI

CUSIP

57224107

Meeting Status

Voted

Meeting Date

4/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Larry D. Brady

Mgmt

For

1.2

Elect Director Clarence P. Cazalot, Jr.

Mgmt

For

1.3

Elect Director Anthony G. Fernandes

Mgmt

For

1.4

Elect Director J. Larry Nichols

Mgmt

For

Ratify Auditors

Mgmt

For

Declassify the Board of Directors

Mgmt

For

Act on Shareholder Resolutions that Receive Majority Support

ShrHoldr

Against

For

Against

Pfizer Inc.

Ticker

PFE

CUSIP

717081103

Meeting Status

Voted

Meeting Date

4/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Michael S. Brown

Mgmt

For

1.2

Elect Director M. Anthony Burns

Mgmt

For

1.3

Elect Director Robert N. Burt

Mgmt

For

1.4

Elect Director W. Don Cornwell

Mgmt

For

1.5

Elect Director William H. Gray III

Mgmt

For

1.6

Elect Director Constance J. Horner

Mgmt

For

1.7

Elect Director William R. Howell

Mgmt

For

1.8

Elect Director Stanley O. Ikenberry

Mgmt

For

1.9

Elect Director George A. Lorch

Mgmt

For

1.1

Elect Director Henry A. McKinnell

Mgmt

For

1.11

Elect Director Dana G. Mead

Mgmt

For

1.12

Elect Director Ruth J. Simmons

Mgmt

For

1.13

Elect Director William C. Steere, Jr.

Mgmt

For

1.14

Elect Director Jean-Paul Valles

Mgmt

For

Ratify Auditors

Mgmt

For

Establish Term Limits for Directors

ShrHoldr

Against

For

Report on Pharmaceutical Price Restraint

ShrHoldr

Against

For

Review and Report on Drug Reimportation Policy

ShrHoldr

Against

For

Report on Political Contributions

ShrHoldr

Against

For

Report on Product Availability in Canada

ShrHoldr

Against

For

Separate Chairman and CEO Positions

ShrHoldr

Against

For

Kimberly-Clark Corp.

Ticker

KMB

CUSIP

494368103

Meeting Status

Voted

Meeting Date

4/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John F. Bergstrom

Mgmt

For

1.2

Elect Director Robert W. Decherd

Mgmt

For

1.3

Elect Director G. Craig Sullivan

Mgmt

For

Ratify Auditors

Mgmt

For

Adopt ILO Based Code of Conduct

ShrHoldr

Against

For

Johnson & Johnson

Ticker

JNJ

CUSIP

478160104

Meeting Status

Voted

Meeting Date

4/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Mary Sue Coleman

Mgmt

For

1.2

Elect Director James G. Cullen

Mgmt

For

1.3

Elect Director Robert J. Darretta

Mgmt

For

1.4

Elect Director Michael M. E. Johns

Mgmt

For

1.5

Elect Director Ann Dibble Jordan

Mgmt

For

1.6

Elect Director Arnold G. Langbo

Mgmt

For

1.7

Elect Director Susan L. Lindquist

Mgmt

For

1.8

Elect Director Leo F. Mullin

Mgmt

For

1.9

Elect Director Christine A. Poon

Mgmt

For

1.1

Elect Director Steven S. Reinemund

Mgmt

For

1.11

Elect Director David Satcher

Mgmt

For

1.12

Elect Director William C. Weldon

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Altria Group, Inc.

Ticker

CUSIP

02209S103

Meeting Status

Voted

Meeting Date

4/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Elizabeth E. Bailey

Mgmt

For

1.2

Elect Director Harold Brown

Mgmt

For

1.3

Elect Director Mathis Cabiallavetta

Mgmt

For

1.4

Elect Director Louis C. Camilleri

Mgmt

For

1.5

Elect Director J. Dudley Fishburn

Mgmt

For

1.6

Elect Director Robert E. R. Huntley

Mgmt

For

1.7

Elect Director Thomas W. Jones

Mgmt

For

1.8

Elect Director George Munoz

Mgmt

For

1.9

Elect Director Lucio A. Noto

Mgmt

For

1.1

Elect Director John S. Reed

Mgmt

For

1.11

Elect Director Carlos Slim Helu

Mgmt

For

1.12

Elect Director Stephen M. Wolf

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Amend Non-Employee Director Stock Option Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Eliminate Animal Testing

ShrHoldr

Against

For

Product Warnings for Pregnant Women

ShrHoldr

Against

For

Cease Use of Light and Ultra Light in Cigarette Marketing

ShrHoldr

Against

For

Apply Fire Safety Standards for Cigarettes

ShrHoldr

Against

For

Lockheed Martin Corp.

Ticker

LMT

CUSIP

539830109

Meeting Status

Voted

Meeting Date

4/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director E.C. ‘Pete’ Aldridge, Jr.

Mgmt

For

1.2

Elect Director Nolan D. Archibald

Mgmt

For

1.3

Elect Director Marcus C. Bennett

Mgmt

For

1.4

Elect Director James O. Ellis, Jr.

Mgmt

For

1.5

Elect Director Gwendolyn S. King

Mgmt

For

1.6

Elect Director Douglas H. McCorkindale

Mgmt

For

1.7

Elect Director Eugene F. Murphy

Mgmt

For

1.8

Elect Director Joseph W. Ralston

Mgmt

For

Withhold

Against

1.9

Elect Director Frank Savage

Mgmt

For

Withhold

Against

1.1

Elect Director Anne Stevens

Mgmt

For

1.11

Elect Director Robert J. Stevens

Mgmt

For

1.12

Elect Director James R. Ukropina

Mgmt

For

1.13

Elect Director Douglas C. Yearley

Mgmt

For

Ratify Auditors

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Performance-Based/Indexed Options

ShrHoldr

Against

For

Adopt Simple Majority Vote Requirement for All Issues

ShrHoldr

Against

For

Report on Pay Disparity

ShrHoldr

Against

For

and amend its code of conduct and policies related to bidding Review Code of Conduct on Military Contracts

ShrHoldr

Against

For

The St. Paul Travelers Companies, Inc.

Ticker

STA

CUSIP

792860108

Meeting Status

Voted

Meeting Date

5/3/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John H. Dasburg

Mgmt

For

1.2

Elect Director Leslie B. Disharoon

Mgmt

For

1.3

Elect Director Janet M. Dolan

Mgmt

For

1.4

Elect Director Kenneth M. Duberstein

Mgmt

For

1.5

Elect Director Jay S. Fishman

Mgmt

For

1.6

Elect Director Lawrence G. Graev

Mgmt

For

Withhold

Against

1.7

Elect Director Thomas R. Hodgson

Mgmt

For

1.8

Elect Director Robert I. Lipp

Mgmt

For

1.9

Elect Director Blythe J. McGarvie

Mgmt

For

1.1

Elect Director Glen D. Nelson, M.D.

Mgmt

For

1.11

Elect Director Clarence Otis, Jr.

Mgmt

For

1.12

Elect Director Charles W. Scharf

Mgmt

For

1.13

Elect Director Laurie J. Thomsen

Mgmt

For

Ratify Auditors

Mgmt

For

Bristol-Myers Squibb Co.

Ticker

BMY

CUSIP

110122108

Meeting Status

Voted

Meeting Date

5/3/2005

��

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director V.D. Coffman

Mgmt

For

1.2

Elect Director J.M. Cornelius

Mgmt

For

1.3

Elect Director P.R. Dolan

Mgmt

For

1.4

Elect Director E.V. Futter

Mgmt

For

1.5

Elect Director L.V. Gershtner, Jr.

Mgmt

For

1.6

Elect Director L. Johansson

Mgmt

For

1.7

Elect Director L.W. Sullivan

Mgmt

For

Ratify Auditors

Mgmt

For

Amend Articles to Eliminate Certain Supermajority Vote Requirements

Mgmt

For

Report on Political Contributions

ShrHoldr

Against

For

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

ShrHoldr

Against

For

Eliminate Animal Testing

ShrHoldr

Against

For

Separate Chairman and CEO Positions

ShrHoldr

Against

For

Against

Proposal Regarding Restatement Situations

ShrHoldr

Against

For

Limit/Prohibit Awards to Executives

ShrHoldr

Against

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

UnitedHealth Group Incorporated

Ticker

UNH

CUSIP

91324P102

Meeting Status

Voted

Meeting Date

5/3/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Thomas H. Kean

Mgmt

For

1.2

Elect Director Robert L. Ryan

Mgmt

For

1.3

Elect Director William G. Spears

Mgmt

For

1.4

Elect Director Gail R. Wilensky, Ph.D.

Mgmt

For

Ratify Auditors

Mgmt

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

General Dynamics Corp.

Ticker

CUSIP

369550108

Meeting Status

Voted

Meeting Date

5/4/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Nicholas D. Chabraja

Mgmt

For

Withhold

Against

1.2

Elect Director James S. Crown

Mgmt

For

Withhold

Against

1.3

Elect Director Lester Crown

Mgmt

For

Withhold

Against

1.4

Elect Director William P. Fricks

Mgmt

For

Withhold

Against

1.5

Elect Director Charles H. Goodman

Mgmt

For

Withhold

Against

1.6

Elect Director Jay L. Johnson

Mgmt

For

Withhold

Against

1.7

Elect Director George A. Joulwan

Mgmt

For

Withhold

Against

1.8

Elect Director Paul G. Kaminski

Mgmt

For

Withhold

Against

1.9

Elect Director John M. Keane

Mgmt

For

Withhold

Against

1.1

Elect Director Lester L. Lyles

Mgmt

For

Withhold

Against

1.11

Elect Director Carl E. Mundy, Jr

Mgmt

For

Withhold

Against

1.12

Elect Director Robert Walmsley

Mgmt

For

Withhold

Against

Ratify Auditors

Mgmt

For

Limit Executive Compensation

ShrHoldr

Against

For

Against

Report on Foreign Weapons Sales

ShrHoldr

Against

For

Lloyds TSB Group plc (formerly TSB Group)

Ticker

LYG

CUSIP

G5542W106

Meeting Status

Voted

Meeting Date

5/5/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

Accept Financial Statements and Statutory Reports

Mgmt

For

Approve Remuneration Report

Mgmt

For

Elect Sir Julian Horn-Smith as Director

Mgmt

For

Elect Truett Tate as Director

Mgmt

For

Re-elect Gavin Gemmell as Director

Mgmt

For

Re-elect Michael Fairey as Director

Mgmt

For

Re-elect DeAnne Julius as Director

Mgmt

For

Reappoint PricewaterhouseCoopers LLP as Auditors of the Company

Mgmt

For

Authorise Board to Fix Remuneration of the Auditors

Mgmt

For

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 332,373,048, USD 40,000,000, EUR 40,000,000 and JPY 1,250,000,000

Mgmt

For

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 70,942,899

Mgmt

For

Authorise 567,000,000 Shares for Market Purchase

Mgmt

For

Apache Corp.

Ticker

APA

CUSIP

37411105

Meeting Status

Voted

Meeting Date

5/5/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director G. Steven Farris

Mgmt

For

1.2

Elect Director Randolph M. Ferlic

Mgmt

For

1.3

Elect Director A.D. Frazier, Jr.

Mgmt

For

1.4

Elect Director John A. Kocur

Mgmt

For

Approve Stock Option Plan

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Prohibit Auditor from Providing Non-Audit Services

ShrHoldr

Against

For

Wellpoint Inc

Ticker

WLP

CUSIP

94973V107

Meeting Status

Voted

Meeting Date

5/10/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director William H.T. Bush

Mgmt

For

1.2

Elect Director Warren Y. Jobe

Mgmt

For

1.3

Elect Director William G. Mays

Mgmt

For

1.4

Elect Director Senator Donald W. Riegle, Jr.

Mgmt

For

1.5

Elect Director William J. Ryan

Mgmt

For

Ratify Auditors

Mgmt

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

Against

Anadarko Petroleum Corp.

Ticker

APC

CUSIP

32511107

Meeting Status

Voted

Meeting Date

5/12/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John R. Butler

Mgmt

For

1.2

Elect Director Preston M. Geren III

Mgmt

For

1.3

Elect Director John R. Gordon

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Report on Political Contributions

ShrHoldr

Against

For

Health Net, Inc.

Ticker

HNT

CUSIP

42222G108

Meeting Status

Voted

Meeting Date

5/12/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Theodore F. Craver, Jr.

Mgmt

For

1.2

Elect Director Thomas T. Farley

Mgmt

For

1.3

Elect Director Gale S. Fitzgerald

Mgmt

For

1.4

Elect Director Patrick Foley

Mgmt

For

1.5

Elect Director Jay M. Gellert

Mgmt

For

1.6

Elect Director Roger F. Greaves

Mgmt

For

Withhold

Against

1.7

Elect Director Bruce G. Willison

Mgmt

For

1.8

Elect Director Frederick C. Yeager

Mgmt

For

Approve Executive Incentive Bonus Plan

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Transocean Inc.

Ticker

RIG

CUSIP

G90078109

Meeting Status

Voted

Meeting Date

5/12/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

Meeting for Holders of ADR’s

1.1

Elect Director Judy J. Kelly

Mgmt

For

1.2

Elect Director Roberto Monti

Mgmt

For

1.3

Elect Director Ian C. Strachan

Mgmt

For

APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 2,500,000 TO 3,500,000.

Mgmt

For

APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Mgmt

For

Duke Energy Corp.

Ticker

DUK

CUSIP

264399106

Meeting Status

Voted

Meeting Date

5/12/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Roger Agnelli

Mgmt

For

1.2

Elect Director G. Alex Bernhardt, Sr.

Mgmt

For

1.3

Elect Director Dennis R. Hendrix

Mgmt

For

1.4

Elect Director A. Max Lennon

Mgmt

For

Declassify the Board of Directors

Mgmt

For

Ratify Auditors

Mgmt

For

MGIC Investment Corp.

Ticker

MTG

CUSIP

552848103

Meeting Status

Voted

Meeting Date

5/12/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Mary K. Bush

Mgmt

For

1.2

Elect Director David S. Engelman

Mgmt

For

1.3

Elect Director Kenneth M. Jastrow, II

Mgmt

For

1.4

Elect Director Daniel P. Kearney

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Approve Executive Incentive Bonus Plan

Mgmt

For

Ratify Auditors

Mgmt

For

JPMorgan Chase & Co.

Ticker

JPM

CUSIP

46625H100

Meeting Status

Voted

Meeting Date

5/17/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Director Hans W. Becherer

Mgmt

For

1.2

Elect Director Director John H. Biggs

Mgmt

For

1.3

Elect Director Director Lawrence A. Bossidy

Mgmt

For

1.4

Elect Director Director Stephen B. Burke

Mgmt

For

1.5

Elect Director Director James S. Crown

Mgmt

For

1.6

Elect Director Director James Dimon

Mgmt

For

1.7

Elect Director Director Ellen V. Futter

Mgmt

For

1.8

Elect Director Director William H. Gray, III

Mgmt

For

1.9

Elect Director Director William B. Harrison, Jr

Mgmt

For

1.1

Elect Director Director Laban P. Jackson, Jr.

Mgmt

For

1.11

Elect Director Director John W. Kessler

Mgmt

For

1.12

Elect Director Director Robert I. Lipp

Mgmt

For

1.13

Elect Director Director Richard A. Manoogian

Mgmt

For

1.14

Elect Director Director David C. Novak

Mgmt

For

1.15

Elect Director Director Lee R. Raymond

Mgmt

For

1.16

Elect Director Director William C. Weldon

Mgmt

For

Ratify Auditors

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Establish Term Limits for Directors

ShrHoldr

Against

For

Separate Chairman and CEO Positions

ShrHoldr

Against

For

Limit Executive Compensation

ShrHoldr

Against

For

Adopt Executive Benefit Policy

ShrHoldr

Against

For

Amazon.com, Inc.

Ticker

AMZN

CUSIP

23135106

Meeting Status

Voted

Meeting Date

5/17/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Jeffrey P. Bezos

Mgmt

For

1.2

Elect Director Tom A. Alberg

Mgmt

For

1.3

Elect Director John Seely Brown

Mgmt

For

1.4

Elect Director L. John Doerr

Mgmt

For

1.5

Elect Director William B. Gordon

Mgmt

For

1.6

Elect Director Myrtle S. Potter

Mgmt

For

1.7

Elect Director Thomas O. Ryder

Mgmt

For

1.8

Elect Director Patricia Q. Stonesifer

Mgmt

For

Ratify Auditors

Mgmt

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Intel Corp.

Ticker

INTC

CUSIP

458140100

Meeting Status

Voted

Meeting Date

5/18/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Craig R. Barrett

Mgmt

For

1.2

Elect Director Charlene Barshefsky

Mgmt

For

1.3

Elect Director E. John P. Browne

Mgmt

For

1.4

Elect Director D. James Guzy

Mgmt

For

1.5

Elect Director Reed E. Hundt

Mgmt

For

1.6

Elect Director Paul S. Otellini

Mgmt

For

1.7

Elect Director David S. Pottruck

Mgmt

For

1.8

Elect Director Jane E. Shaw

Mgmt

For

1.9

Elect Director John L. Thornton

Mgmt

For

1.1

Elect Director David B. Yoffie

Mgmt

For

Ratify Auditors

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Amend Executive Incentive Bonus Plan

Mgmt

For

Time Warner Inc

Ticker

TWX

CUSIP

887317105

Meeting Status

Voted

Meeting Date

5/20/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director James L. Barksdale

Mgmt

For

1.2

Elect Director Stephen F. Bollenbach

Mgmt

For

1.3

Elect Director Stephen M. Case

Mgmt

For

1.4

Elect Director Frank J. Caufield

Mgmt

For

1.5

Elect Director Robert C. Clark

Mgmt

For

1.6

Elect Director Jessica P. Einhorn

Mgmt

For

1.7

Elect Director Miles R. Gilburne

Mgmt

For

1.8

Elect Director Carla A. Hills

Mgmt

For

1.9

Elect Director Reuben Mark

Mgmt

For

1.1

Elect Director Michael A. Miles

Mgmt

For

1.11

Elect Director Kenneth J. Novack

Mgmt

For

1.12

Elect Director Richard D. Parsons

Mgmt

For

1.13

Elect Director R. E. Turner

Mgmt

For

1.14

Elect Director Francis T. Vincent, Jr

Mgmt

For

1.15

Elect Director Deborah C. Wright

Mgmt

For

Ratify Auditors

Mgmt

For

Report on Pay Disparity

ShrHoldr

Against

For

The Pepsi Bottling Group, Inc.

Ticker

PBG

CUSIP

713409100

Meeting Status

Voted

Meeting Date

5/25/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Linda G. Alvarado

Mgmt

For

1.2

Elect Director Barry H. Beracha

Mgmt

For

1.3

Elect Director John T. Cahill

Mgmt

For

1.4

Elect Director Ira D. Hall

Mgmt

For

1.5

Elect Director Thomas H. Kean

Mgmt

For

1.6

Elect Director Susan D. Kronick

Mgmt

For

1.7

Elect Director Blythe J. McGarvie

Mgmt

For

1.8

Elect Director Margaret D. Moore

Mgmt

For

1.9

Elect Director John A. Quelch

Mgmt

For

1.1

Elect Director Rogelio Rebolledo

Mgmt

For

1.11

Elect Director Clay G. Small

Mgmt

For

Approve Executive Incentive Bonus Plan

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Against

Home Depot, Inc. (The)

Ticker

CUSIP

437076102

Meeting Status

Voted

Meeting Date

5/26/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Gregory D. Brenneman

Mgmt

For

1.2

Elect Director Richard H. Brown

Mgmt

For

1.3

Elect Director John L. Clendenin

Mgmt

For

1.4

Elect Director Berry R. Cox

Mgmt

For

1.5

Elect Director Claudio X. Gonzalez

Mgmt

For

Withhold

Against

1.6

Elect Director Milledge A. Hart, III

Mgmt

For

1.7

Elect Director Bonnie G. Hill

Mgmt

For

1.8

Elect Director Laban P. Jackson, Jr.

Mgmt

For

1.9

Elect Director Lawrence R. Johnston

Mgmt

For

1.1

Elect Director Kenneth G. Langone

Mgmt

For

1.11

Elect Director Robert L. Nardelli

Mgmt

For

1.12

Elect Director Thomas J. Ridge

Mgmt

For

Ratify Auditors

Mgmt

For

Amend Nomination Procedures for the Board

Mgmt

For

Against

Approve Omnibus Stock Plan

Mgmt

For

Prepare Diversity Report

ShrHoldr

Against

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Limit Executive Compensation

ShrHoldr

Against

For

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

ShrHoldr

Against

For

Against

Performance- Based/Indexed Options

ShrHoldr

Against

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

Affirm Political Nonpartisanship

ShrHoldr

Against

For

Phelps Dodge Corp.

Ticker

CUSIP

717265102

Meeting Status

Voted

Meeting Date

5/27/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director A. Dunham

Mgmt

For

1.2

Elect Director W. Franke

Mgmt

For

1.3

Elect Director R. Johnson

Mgmt

For

1.4

Elect Director J. Steven Whisler

Mgmt

For

Approve Executive Incentive Bonus Plan

Mgmt

For

Increase Authorized Common Stock

Mgmt

For

Ratify Auditors

Mgmt

For

The DirecTV Group, Inc

Ticker

DTV

CUSIP

25459L106

Meeting Status

Voted

Meeting Date

6/1/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Ralph F. Boyd, Jr.

Mgmt

For

1.2

Elect Director James M. Cornelius

Mgmt

For

1.3

Elect Director David F. DeVoe

Mgmt

For

Ratify Auditors

Mgmt

For

Albertson’s, Inc.

Ticker

ABS

CUSIP

13104104

Meeting Status

Voted

Meeting Date

6/2/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Henry I. Bryant

Mgmt

For

1.2

Elect Director Bonnie G. Hill

Mgmt

For

1.3

Elect Director Lawrence R. Johnston

Mgmt

For

1.4

Elect Director Kathi P. Siefert

Mgmt

For

Ratify Auditors

Mgmt

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Adopt Simply Majority Vote Requirement

ShrHoldr

Against

For

Against

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

ShrHoldr

Against

For

Against

Separate Chairman and CEO Positions

ShrHoldr

Against

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

Against

Wal-Mart Stores, Inc.

Ticker

WMT

CUSIP

931142103

Meeting Status

Voted

Meeting Date

6/3/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director James W. Breyer

Mgmt

For

1.2

Elect Director M. Michele Burns

Mgmt

For

1.3

Elect Director Douglas N. Daft

Mgmt

For

1.4

Elect Director David D. Glass

Mgmt

For

1.5

Elect Director Roland A. Hernandez

Mgmt

For

1.6

Elect Director John D. Opie

Mgmt

For

1.7

Elect Director J. Paul Reason

Mgmt

For

1.8

Elect Director H. Lee Scott, Jr.

Mgmt

For

1.9

Elect Director Jack C. Shewmaker

Mgmt

For

1.1

Elect Director Jose H. Villarreal

Mgmt

For

1.11

Elect Director John T. Walton

Mgmt

For

1.12

��

Elect Director S. Robson Walton

Mgmt

For

1.13

Elect Director Christopher J. Williams

Mgmt

For

1.14

Elect Director Linda S. Wolf

Mgmt

For

Amend Omnibus Stock Plan

Mgmt

For

Ratify Auditors

Mgmt

For

Report on Executive Compensation

ShrHoldr

Against

For

Against

Prepare Sustainability Report

ShrHoldr

Against

For

Report on Stock Option Distribution by Race and Gender

ShrHoldr

Against

For

Against

Report on Political Contributions

ShrHoldr

Against

For

Prepare Equal Opportunity Report

ShrHoldr

Against

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Require Majority of Independent Directors on Board

ShrHoldr

Against

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

The TJX Companies, Inc.

Ticker

TJX

CUSIP

872540109

Meeting Status

Voted

Meeting Date

6/7/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Gail Deegan

Mgmt

For

1.2

Elect Director Dennis F. Hightower

Mgmt

For

1.3

Elect Director John F. O’Brien

Mgmt

For

1.4

Elect Director Willow B. Shire

Mgmt

For

Ratify Auditors

Mgmt

For

Declassify the Board of Directors

Mgmt

For

Adopt ILO-Based Code of Conduct

ShrHoldr

Against

For

Review Vendor Standards

ShrHoldr

Against

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Liberty Media Corp.

Ticker

CUSIP

530718105

Meeting Status

Voted

Meeting Date

6/8/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director David E. Rapley

Mgmt

For

1.2

Elect Director Larry E. Romrell

Mgmt

For

Ratify Auditors

Mgmt

For

Devon Energy Corp.

Ticker

DVN

CUSIP

25179M103

Meeting Status

Voted

Meeting Date

6/8/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director John A. Hill

Mgmt

For

1.2

Elect Director William J. Johnson

Mgmt

For

1.3

Elect Director Robert A. Mosbacher Jr.

Mgmt

For

Ratify Auditors

Mgmt

For

Approve Omnibus Stock Plan

Mgmt

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Countrywide Financial Corp.

Ticker

CFC

CUSIP

222372104

Meeting Status

Voted

Meeting Date

6/15/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Angelo R. Mozilo

Mgmt

For

1.2

Elect Director Stanford L. Kurland

Mgmt

For

1.3

Elect Director Oscar P. Robertson

Mgmt

For

1.4

Elect Director Keith P. Russell

Mgmt

For

Amend Executive Incentive Bonus Plan

Mgmt

For

Ratify Auditors

Mgmt

For

eBay Inc.

Ticker

EBAY

CUSIP

278642103

Meeting Status

Voted

Meeting Date

6/23/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

1.1

Elect Director Fred D. Anderson

Mgmt

For

1.2

Elect Director Edward W. Barnholt

Mgmt

For

1.3

Elect Director Scott D. Cook

Mgmt

For

1.4

Elect Director Robert C. Kagle

Mgmt

For

Approve Executive Incentive Bonus Plan

Mgmt

For

Increase Authorized Common Stock

Mgmt

For

Ratify Auditors

Mgmt

For

Performance- Based/Indexed Options

ShrHoldr

Against

For

Require a Majority Vote for the Election of Directors

ShrHoldr

Against

For

Royal Dutch Petroleum Co.

Ticker

CUSIP

780257804

Meeting Status

Voted

Meeting Date

6/28/2005

Mgmt

Vote

For/Against

Ballot Issues

Proponent

Rec

Cast

Mgmt

Meeting for Holders of ADR’s

ANNUAL ACCOUNTS 2004

Mgmt

For

DECLARATION OF THE TOTAL DIVIDEND FOR THE YEAR 2004

Mgmt

For

DISCHARGE OF THE MANAGING DIRECTORS

Mgmt

For

Against

DISCHARGE OF THE MEMBERS OF THE SUPERVISORY BOARD

Mgmt

For

Against

APPOINTMENT OF MR. L.R. RICCIARDI AS A MEMBER OF THE SUPERVISORY BOARD

Mgmt

For

AUTHORIZATION FOR THE ACQUISITION OF ORDINARY SHARES

Mgmt

For

CANCELLATION OF THE ORDINARY SHARES HELD BY THE COMPANY

Mgmt

For

APPROVAL OF THE IMPLEMENTATION AGREEMENT

Mgmt

For

PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY

Mgmt

For

Against

APPOINTMENT OF MR A.G. JACOBS AS A NON-EXECUTIVE DIRECTOR

Mgmt

For

APPOINTMENT OF MS CH. MORIN-POSTEL AS A NON-EXECUTIVE DIRECTOR

Mgmt

For

APPOINTMENT OF MR A.A. LOUDON AS A NON-EXECUTIVE DIRECTOR

Mgmt

For

APPOINTMENT OF MR L.R. RICCIARDI AS A NON-EXECUTIVE DIRECTOR

Mgmt

For

ADOPTION OF THE REMUNERATION POLICY FOR THE BOARD OF DIRECTORS

Mgmt

For

APPROVAL OF AMENDED LONG-TERM INCENTIVE PLAN

Mgmt

For

APPROVAL OF AMENDED RESTRICTED SHARE PLAN

Mgmt

For

APPROVAL OF AMENDED DEFERRED BONUS PLAN

Mgmt

For

Vote Summary Report

Jul 01, 2004 - Jun 30, 2005

LEGG MASON BALANCED TRUST

Mtg

Company/ *Ticker*/

Mgmt

Vote

For/Against

Date/Type

Ballot Issues

Rec

Cast

CUSIP

Mgmt.

4/22/2005

Abbott Laboratories *ABT*

2824100

Elect Directors

For

Ratify Auditors

For

Link Executive Compensation to Government Fines

Against

For

Performance- Based/Indexed Options

Against

For

Against

Eliminate Animal Testing

Against

For

Report on Political Contributions

Against

For

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

Against

For

Separate Chairman and CEO Positions

Against

For

Against

4/27/2005

Anheuser-Busch Companies, Inc. *BUD*

35229103

Elect Directors

For

Approve Executive Incentive Bonus Plan

For

Amend Stock Option Plan

For

Ratify Auditors

For

3/23/2005

Applied Materials, Inc. *AMAT*

38222105

Elect Directors

For

Ratify Auditors

For

9/18/2004

Biomet, Inc. *BMET*

90613100

Elect Directors

For

Split

Against

1.1

Elect Director M. Ray Harroff

For

Withhold

Against

1.2

Elect Director Jerry L. Miller

For

1.3

Elect Director Charles E. Niemier

For

Withhold

Against

1.4

Elect Director L. Gene Tanner

For

Ratify Auditors

For

4/14/2005

BP PLC (Form. Bp Amoco Plc)

55622104

Meeting for Holders of ADR’s

Elect Directors

For

1.1

Elect Director Dr D C Allen

For

1.2

Elect Director Lord Browne

For

1.3

Elect Director Mr J H Bryan

For

1.4

Elect Director Mr A Burgmans

For

1.5

Elect Director Mr I C Conn

For

1.6

Elect Director Mr E B Davis, Jr

For

1.7

Elect Director Mr D J Flint

For

1.8

Elect Director Dr B E Grote

For

1.9

Elect Director Dr A B Hayward

For

1.1

Elect Director Dr D S Julius

For

1.11

Elect Director Sir Tom Mckillop

For

1.12

Elect Director Mr J A Manzoni

For

1.13

Elect Director Dr W E Massey

For

1.14

Elect Director Mr H M P Miles

For

1.15

Elect Director Sir Ian Prosser

For

1.16

Elect Director Mr M H Wilson

For

1.17

Elect Director Mr P D Sutherland

For

Ratify Auditors

For

TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED AMOUNT

For

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

For

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

For

TO APPROVE THE DIRECTORS REMUNERATION REPORT

For

TO APPROVE THE RENEWAL OF EXECUTIVE DIRECTORS INCENTIVE PLAN

For

TO RECEIVE THE DIRECTORS ANNUAL REPORT AND THE ACCOUNTS

For

8/23/2004

Charter One Financial, Inc.

160903100

Approve Merger Agreement

For

Adjourn Meeting

For

Against

4/27/2005

CHEVRON CORP *CVX*

166764100

Elect Directors

For

Ratify Auditors

For

Limit Executive Compensation

Against

For

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

Against

For

Against

Expense Stock Options

Against

For

Against

Eliminate Animal Testing

Against

For

Report on Drilling in Protected Areas

Against

For

Report on Remediation Programs in Ecuador

Against

For

4/19/2005

Citigroup Inc. *C*

172967101

Elect Directors

For

Ratify Auditors

For

Amend Omnibus Stock Plan

For

Limit/Prohibit Awards to Executives

Against

For

Report on Political Contributions

Against

For

Prohibit Chairman From Management Duties, Titles or Responsibilities

Against

For

Against

Limit Executive Compensation

Against

For

Require a Majority Vote for the Election of Directors

Against

For

Against

Review/Limit Executive Compensation

Against

For

Adopt Simple Majority Vote

Against

For

Against

4/27/2005

ENCANA CORP[formerly PANCANADIAN ENERGY CORP *ECA.*

292505104

Elect Directors

For

Approve Auditors and Authorize Board to Fix Remuneration of Auditors

For

Amend Employee Stock Option Plan

For

Approve 2:1 Stock Split

For

5/24/2005

Equity Office Properties Trust *EOP*

294741103

Elect Directors

For

Ratify Auditors

For

4/27/2005

General Electric Co. *GE*

369604103

Elect Directors

For

Split

Against

1.1

Elect Director James I. Cash, Jr.

For

1.2

Elect Director William M. Castell

For

1.3

Elect Director Dennis D. Dammerman

For

1.4

Elect Director Ann M. Fudge

For

1.5

Elect Director Claudio X. Gonzalez

For

Withhold

Against

1.6

Elect Director Jeffrey R. Immelt

For

1.7

Elect Director Andrea Jung

For

1.8

Elect Director Alan G. Lafley

For

Against

1.9

Elect Director Ralph S. Larsen

For

1.1

Elect Director Rochelle B. Lazarus

For

1.11

Elect Director Sam Nunn

For

Against

1.12

Elect Director Roger S. Penske

For

1.13

Elect Director Robert J. Swieringa

For

1.14

Elect Director Douglas A. Warner III

For

1.15

Elect Director Robert C. Wright

For

Ratify Auditors

For

Provide for Cumulative Voting

Against

For

Report on Nuclear Fuel Storage Risks

Against

For

Report on PCB Clean-up Costs

Against

For

Against

Adopt Policy on Overboarded Directors

Against

For

Against

Prepare a Sustainability Report

Against

For

Political Contributions/Activities

Against

For

Eliminate Animal Testing

Against

For

5/26/2005

Home Depot, Inc. (The) *HD*

437076102

Elect Directors

For

Split

Against

1.1

Elect Director Gregory D. Brenneman

For

1.2

Elect Director Richard H. Brown

For

1.3

Elect Director John L. Clendenin

For

1.4

Elect Director Berry R. Cox

For

1.5

Elect Director Claudio X. Gonzalez

For

Withhold

Against

1.6

Elect Director Milledge A. Hart, III

For

1.7

Elect Director Bonnie G. Hill

For

1.8

Elect Director Laban P. Jackson, Jr.

For

1.9

Elect Director Lawrence R. Johnston

For

1.1

Elect Director Kenneth G. Langone

For

1.11

Elect Director Robert L. Nardelli

For

1.12

Elect Director Thomas J. Ridge

For

Ratify Auditors

For

Amend Nomination Procedures for the Board

For

Against

Approve Omnibus Stock Plan

For

Prepare Diversity Report

Against

For

Against

Require a Majority Vote for the Election of Directors

Against

For

Against

Limit Executive Compensation

Against

For

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

Against

For

Against

Performance- Based/Indexed Options

Against

For

Performance- Based/Indexed Options

Against

For

Against

Affirm Political Nonpartisanship

Against

For

5/6/2005

Illinois Tool Works Inc. *ITW*

452308109

Elect Directors

For

1.1

Elect Director William F. Aldinger

For

1.2

Elect Director Michael J. Birck

For

1.3

Elect Director Marvin D. Brailsford

For

1.4

Elect Director Susan Crown

For

1.5

Elect Director Don H. Davis, Jr.

For

1.6

Elect Director W. James Farrell

For

1.7

Elect Director Robert C. McCormack

For

1.8

Elect Director Robert S. Morrison

For

1.9

Elect Director Harold B. Smith

For

Ratify Auditors

For

Implement China Principles

Against

For

Require a Majority Vote for the Election of Directors

Against

For

Against

5/18/2005

Intel Corp. *INTC*

458140100

Elect Directors

For

1.1

Elect Director Craig R. Barrett

For

1.2

Elect Director Charlene Barshefsky

For

1.3

Elect Director E. John P. Browne

For

1.4

Elect Director D. James Guzy

For

1.5

Elect Director Reed E. Hundt

For

1.6

Elect Director Paul S. Otellini

For

1.7

Elect Director David S. Pottruck

For

1.8

Elect Director Jane E. Shaw

For

1.9

Elect Director John L. Thornton

For

1.1

Elect Director David B. Yoffie

For

Ratify Auditors

For

Amend Omnibus Stock Plan

For

Amend Executive Incentive Bonus Plan

For

4/26/2005

International Business Machines Corp. *IBM*

459200101

Elect Directors

For

Split

Against

1.1

Elect Director Cathleen Black

For

1.2

Elect Director Kenneth I. Chenault

For

1.3

Elect Director Juergen Dormann

For

1.4

Elect Director Michael L. Eskew

For

Withhold

Against

1.5

Elect Director Carlos Ghosn

For

1.6

Elect Director Charles F. Knight

For

1.7

Elect Director Minoru Makihara

For

1.8

Elect Director Lucio A. Noto

For

1.9

Elect Director Samuel J. Palmisano

For

1.1

Elect Director Joan E. Spero

For

1.11

Elect Director Sidney Taurel

For

1.12

Elect Director Charles M. Vest

For

1.13

Elect Director Lorenzo H. Zambrano

For

Ratify Auditors

For

Restore or Provide for Cumulative Voting

Against

For

Against

Eliminate Age Discrimination in Retirement Benefits

Against

For

Calculate Executive Salary Without Regard to Pension Income

Against

For

Against

Expense Stock Options

Against

For

Against

Report on Executive Compensation

Against

For

Report on Outsourcing

Against

For

7/15/2004

IVAX Corp. *IVX*

465823102

Elect Directors

For

Split

Against

1.1

Elect Director Betty G. Amos

For

1.2

Elect Director Mark Andrews

For

1.3

Elect Director Ernst Biekert, Ph.D.

For

1.4

Elect Director Paul L. Cejas

For

1.5

Elect Director Jack Fishman, Ph.D.

For

Withhold

Against

1.6

Elect Director Neil Flanzraich

For

1.7

Elect Director Phillip Frost, M.D.

For

1.8

Elect Director Bruce W. Greer

For

1.9

Elect Director Jane Hsiao, Ph.D.

For

1.1

Elect Director David A. Lieberman

For

1.11

Elect Director Richard C. Pfenniger, Jr.

For

Withhold

Against

1.12

Elect Director Bertram Pitt, M.D.

For

Approve Omnibus Stock Plan

For

4/28/2005

Johnson & Johnson *JNJ*

478160104

Elect Directors

For

Approve Omnibus Stock Plan

For

Ratify Auditors

For

3/29/2005

Kansas City Southern *KSU*

485170302

Issuance of Common Stock

For

5/5/2005

Kansas City Southern *KSU*

485170302

Elect Directors

For

Amend Omnibus Stock Plan

For

Ratify Auditors

For

4/28/2005

Kimberly-Clark Corp. *KMB*

494368103

Elect Directors

For

Ratify Auditors

For

Adopt ILO Based Code of Conduct

Against

For

6/16/2005

KYPHON INC *KYPH*

501577100

Elect Directors

For

Ratify Auditors

For

4/26/2005

L-3 Communications Holdings, Inc. *LLL*

502424104

Elect Directors

For

Ratify Auditors

For

5/12/2005

Lincoln National Corp. *LNC*

534187109

Elect Directors

For

Ratify Auditors

For

Amend Omnibus Stock Plan

For

5/27/2005

Lowe’s Companies, Inc. *LOW*

548661107

Elect Directors

For

1.1

Elect Director Robert A. Ingram

For

1.2

Elect Director Richard K. Lochridge

For

1.3

Elect Director Robert L. Johnson

For

Amend Non-Employee Director Stock Option Plan

For

Ratify Auditors

For

5/11/2005

McDonald’s Corp. *MCD*

580135101

Elect Directors

For

Ratify Auditors

For

Report on Genetically Modified Organisms

Against

For

5/19/2005

MedImmune, Inc. *MEDI*

584699102

Elect Directors

For

1.1

Elect Director Wayne T. Hockmeyer, Ph.D.

For

1.2

Elect Director David M. Mott

For

1.3

Elect Director David Baltimore, Ph.D.

For

1.4

Elect Director M. James Barrett, Ph.D.

For

1.5

Elect Director James H. Cavanaugh, Ph.D.

For

1.6

Elect Director Barbara Hackman Franklin

For

1.7

Elect Director Gordon S. Macklin

For

1.8

Elect Director George M. Miline, Jr., Ph.D.

For

1.9

Elect Director Elizabeth H.S. Wyatt

For

Amend Omnibus Stock Plan

For

Ratify Auditors

For

8/26/2004

Medtronic, Inc. *MDT*

585055106

Elect Directors

For

1.1

Elect Director William R. Brody, M.D., Ph.D.

For

1.2

Elect Director Arthur D. Collins, Jr.

For

1.3

Elect Director Antonio M. Gotto, Jr., M.D., D. Phil.

For

Ratify Auditors

For

Charitable Contributions

Against

For

11/9/2004

Microsoft Corp. *MSFT*

594918104

Elect Directors

For

Amend Bundled Compensation Plans

For

Amend Bundled Compensation Plans

For

Amend Stock Option Plan

For

Ratify Auditors

For

6/7/2005

Nabors Industries, Ltd. *NBR*

g6359f103

Meeting for Holders of ADR’s

Elect Directors

For

1.1

Elect Director Anthony G. Petrello

For

1.2

Elect Director Myron M. Sheinfeld

For

1.3

Elect Director Martin J. Whitman

For

Ratify Auditors

For

AMENDMENT TO AMENDED AND RESTATED BYE-LAWS TO REQUIRE SHAREHOLDER APPROVAL OF CERTAIN DISPOSITIONS OF COMPANY S ASSETS.

For

AMENDMENT TO 2003 EMPLOYEE STOCK PLAN TO MAKE NONEMPLOYEE DIRECTORS ELIGIBLE PARTICIPANTS.

For

Against

SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO ADOPT A POLICY THAT A SIGNIFICANT AMOUNT OF FUTURE STOCK GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE BASED.

Against

For

Against

4/7/2005

Nokia Corp.

654902204

Meeting for Holders of ADRs

APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE SHEET.

For

APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.

For

DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.

For

PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.

For

Elect Directors

For

APPROVAL OF THE REMUNERATION TO BE PAID TO THE AUDITOR.

For

APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2005.

For

APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS TO SELECTED PERSONNEL OF THE COMPANY.

For

APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES HELD BY COMPANY.

For

AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE CAPITAL OF THE COMPANY.

For

AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA SHARES.

For

AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES HELD BY THE COMPANY.

For

MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 15.

For

Against

10/29/2004

Oracle Corp. *ORCL*

68389x105

Elect Directors

For

1.1

Elect Director Jeffrey O. Henley

For

1.2

Elect Director Lawrence J. Ellison

For

1.3

Elect Director Donald L. Lucas

For

1.4

Elect Director Michael J. Boskin

For

1.5

Elect Director Jack F. Kemp

For

1.6

Elect Director Jeffrey S. Berg

For

1.7

Elect Director Safra Catz

For

1.8

Elect Director Hector Garcia-Molina

For

1.9

Elect Director Joseph A. Grundfest

For

1.1

Elect Director H. Raymond Bingham

For

1.11

Elect Director Charles E. Phillips, Jr.

For

Approve Executive Incentive Bonus Plan

For

Ratify Auditors

For

Amend Omnibus Stock Plan

For

Implement China Principles

Against

For

5/4/2005

PepsiCo, Inc. *PEP*

713448108

Elect Directors

For

Ratify Auditors

For

Report on Corporate Political Contributions

Against

For

4/26/2005

Praxair, Inc. *PX*

74005p104

Elect Directors

For

Amend Non-Employee Director Stock Option Plan

For

Ratify Auditors

For

5/17/2005

Principal Financial Group, Inc. *PFG*

74251v102

Elect Directors

For

Approve Non-Employee Director Omnibus Stock Plan

For

Ratify Auditors

For

Approve Omnibus Stock Plan

For

5/17/2005

Questar Corp. *STR*

748356102

Elect Directors

For

Approve Executive Incentive Bonus Plan

For

4/14/2005

Rio Tinto Plc (Formerly Rtz Corp. Plc)

767204100

Meeting for Holders of ADR’s

AUTHORITY TO ALLOT RELEVANT SECURITIES UNDER SECTION 80 OF THE COMPANIES ACT 1985

For

AUTHORITY TO ALLOT EQUITY SECURITIES FOR CASH UNDER SECTION 89 OF THE COMPANIES ACT 1985

For

AUTHORITY TO PURCHASE RIO TINTO PLC SHARES BY THE COMPANY OR RIO TINTO LIMITED

For

AUTHORITY TO PURCHASE RIO TINTO LIMITED SHARES, OFF MARKET BY TENDER, BY RIO TINTO LIMITED

For

AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND THE CONSTITUTION OF RIO TINTO LIMITED

For

AMENDMENTS TO THE DLC MERGER SHARING AGREEMENT

For

APPROVAL OF THE RIO TINTO SHARE SAVINGS PLAN

For

ELECTION OF RICHARD GOODMANSON AS A DIRECTOR

For

ELECTION OF ASHTON CALVERT AS A DIRECTOR

For

ELECTION OF VIVIENNE COX AS A DIRECTOR

For

RE-ELECTION OF PAUL SKINNER AS A DIRECTOR

For

Ratify Auditors

For

APPROVAL OF REMUNERATION REPORT

For

RECEIVE THE ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2004 *

For

4/13/2005

Schlumberger Ltd. *SLB*

806857108

Meeting for Holders of ADR’s

Elect Directors

For

Split

Against

1.1

Elect Director J. Deutch

For

Withhold

Against

1.2

Elect Director J.S. Gorelick

For

1.3

Elect Director A. Gould

For

1.4

Elect Director T. Isaac

For

1.5

Elect Director A. Lajous

For

1.6

Elect Director A. Levy-Lang

For

1.7

Elect Director M.E. Marks

For

1.8

Elect Director D. Primat

For

1.9

Elect Director T.I. Sandvold

For

1.1

Elect Director N. Seydoux

For

1.11

Elect Director L.G. Stuntz

For

1.12

Elect Director R. Talwar

For

ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS

For

ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES OF INCORPORATION

For

ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES OF INCORPORATION

For

APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 OPTION PLAN

For

APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN

For

APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For

11/12/2004

SYSCO Corporation *SYY*

871829107

Elect Directors

For

1.1

Elect Director Colin G. Campbell

For

1.2

Elect Director John M. Cassaday

For

1.3

Elect Director John K. Stubblefield, Jr.

For

1.4

Elect Director Jackie M. Ward

For

Ratify Auditors

For

Approve Stock Option Plan

For

Approve Executive Incentive Bonus Plan

For

Report on Genetically Engineered Products

Against

For

5/18/2005

Target Corporation *TGT*

87612E110

Elect Directors

For

Ratify Auditors

For

4/21/2005

Texas Instruments Inc. *TXN*

882508104

Elect Directors

For

Ratify Auditors

For

Approve Qualified Employee Stock Purchase Plan

For

Amend Stock Option Plan

For

5/19/2005

The PMI Group, Inc. *PMI*

69344m101

Elect Directors

For

1.1

Elect Director Mariann Byerwalter

For

1.2

Elect Director Dr. James C. Castle

For

1.3

Elect Director Carmine Guerro

For

1.4

Elect Director W. Roger Haughton

For

1.5

Elect Director Wayne E. Hedien

For

1.6

Elect Director Louis G. Lower II

For

1.7

Elect Director Raymond L. Ocampo Jr.

For

1.8

Elect Director John D. Roach

For

1.9

Elect Director Dr. Kenneth T. Rosen

For

1.1

Elect Director Steven L. Scheid

For

1.11

Elect Director L. Stephen Smith

For

1.12

Elect Director Richard L. Thomas

For

1.13

Elect Director Jose H. Villarreal

For

1.14

Elect Director Mary Lee Widener

For

1.15

Elect Director Ronald H. Zech

For

Ratify Auditors

For

5/5/2005

Union Pacific Corp. *UNP*

907818108

Elect Directors

For

Split

Against

1.1

Elect Director Philip F. Anschutz

For

1.2

Elect Director Erroll B. Davis, Jr.

For

Withhold

Against

1.3

Elect Director Richard K. Davidson

For

1.4

Elect Director Thomas J. Donohue

For

1.5

Elect Director Archie W. Dunham

For

1.6

Elect Director Spencer F. Eccles

For

1.7

Elect Director Judith Richards Hope

For

1.8

Elect Director Michael W. McConnell

For

1.9

Elect Director Steven R. Rogel

For

1.1

Elect Director James R. Young

For

1.11

Elect Director Ernesto Zedillo Ponce de Leon

For

Approve Executive Incentive Bonus Plan

For

Ratify Auditors

For

Performance- Based/Indexed Options

Against

For

6/3/2005

Wal-Mart Stores, Inc. *WMT*

931142103

Elect Directors

For

Amend Omnibus Stock Plan

For

Ratify Auditors

For

Report on Executive Compensation

Against

For

Against

Prepare Sustainability Report

Against

For

Against

Report on Stock Option Distribution by Race and Gender

Against

For

Against

Report on Political Contributions

Against

For

Prepare Equal Opportunity Report

Against

For

Against

Require a Majority Vote for the Election of Directors

Against

For

Against

Require Majority of Independent Directors on Board

Against

For

Performance- Based/Indexed Options

Against

For

Account - LEGG MASON US SMALL CAP

Q.E.P. CO., INC.			Ticker: QEPC	Annual Meeting Date: 07/09/2004
CUSIP: 74727K102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

TRIUMPH GROUP, INC.			Ticker: TGI	Annual Meeting Date: 07/12/2004
CUSIP: 896818104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

TROVER SOLUTIONS, INC.			Ticker: TROV	Special Meeting Date: 07/13/2004
CUSIP: 897249105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	Against	For	APPROVE MOTION TO ADJOURN MEETING	Against

BON-TON STORES, INC.			Ticker: BONT	Annual Meeting Date: 07/21/2004
CUSIP: 09776J101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	ROBERT B. BANK	Against
	For	For	PHILIP M. BROWNE	For
	Withheld	For	SHIRLEY A. DAWE	Against
	Withheld	For	MARSHA M. EVERTON	Against
	Withheld	For	MICHAEL L. GLEIM	Against
	Withheld	For	TIM GRUMBACHER	Against
	For	For	ROBERT E. SALERNO	For
	Withheld	For	THOMAS W. WOLF	Against
02	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against
03	For	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	For
04	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

RAYOVAC CORPORATION			Ticker: ROV	Annual Meeting Date: 07/21/2004
CUSIP: 755081103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SOLA INTERNATIONAL INC.			Ticker: SOL	Annual Meeting Date: 07/21/2004
CUSIP: 834092105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

ANCHOR BANCORP WISCONSIN INC.			Ticker: ABCW	Annual Meeting Date: 07/27/2004
CUSIP: 032839102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

EAGLE MATERIALS INC.			Ticker:	Annual Meeting Date: 07/27/2004
CUSIP: 26969P106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CORRECTIONAL SERVICES CORPORATION			Ticker: CSCQ	Annual Meeting Date: 07/28/2004
CUSIP: 219921103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	ADOPT STOCK OPTION PLAN	Against
04	Against	For	AMEND NON-EMPLOYEE DIRECTOR PLAN	Against

ITLA CAPITAL CORPORATION			Ticker: ITLA	Annual Meeting Date: 07/28/2004
CUSIP: 450565106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
I	For	For	ELECTION OF DIRECTORS	For
II	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CSS INDUSTRIES, INC.			Ticker: CSS	Annual Meeting Date: 08/04/2004
CUSIP: 125906107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For

WORLD ACCEPTANCE CORPORATION			Ticker: WRLD	Annual Meeting Date: 08/04/2004
CUSIP: 981419104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MITY ENTERPRISES, INC.			Ticker: MITY	Annual Meeting Date: 08/05/2004
CUSIP: 606850105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

UNIVERSAL CORPORATION			Ticker: UVV	Annual Meeting Date: 08/05/2004
CUSIP: 913456109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

KENNEDY-WILSON, INC.			Ticker: KWIC	Annual Meeting Date: 08/10/2004
CUSIP: 489399102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Abstain	For	TRANSACT OTHER BUSINESS	Against

LA-Z-BOY INCORPORATED			Ticker: LZB	Annual Meeting Date: 08/10/2004
CUSIP: 505336107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	DAVID K. HEHL	For
	Withheld	For	ROCQUE E. LIPFORD	Against
	For	For	MEL R. MARTINEZ	For
	For	For	JACK L. THOMPSON	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For

STANDARD COMMERCIAL CORPORATION			Ticker: STW	Annual Meeting Date: 08/10/2004
CUSIP: 853258101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	MISCELLANEOUS COMPENSATION PLANS	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

GLOBAL IMAGING SYSTEMS, INC.			Ticker: GISX	Annual Meeting Date: 08/16/2004
CUSIP: 37934A100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
03	Against	For	APPROVE AUTHORIZED COMMON & PREFERRED STOCK INCREASE	Against

HAWKINS, INC.			Ticker: HWKN	Annual Meeting Date: 08/17/2004
CUSIP: 420261109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For

SCHOOL SPECIALTY, INC.			Ticker: SCHS	Annual Meeting Date: 08/24/2004
CUSIP: 807863105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

AMERICAN WOODMARK CORPORATION			Ticker: AMWD	Annual Meeting Date: 08/26/2004
CUSIP: 030506109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS	For
	For	For	WILLIAM F. BRANDT, JR.	For
	For	For	DANIEL T. CARROLL	For
	For	For	MARTHA M. DALLY	For
	For	For	JAMES G. DAVIS	For
	Withheld	For	NEIL P. DEFEO	Against
	For	For	JAMES J. GOSA	For
	For	For	KENT B. GUICHARD	For
	For	For	KENT J. HUSSEY	For
	For	For	G. THOMAS MCKANE	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	INCENTIVE STOCK OPTIONS	Against

DIMON INCORPORATED			Ticker: DMN	Annual Meeting Date: 08/26/2004
CUSIP: 254394107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

ORTHODONTIC CENTERS OF AMERICA, INC.			Ticker: OCA	Special Meeting Date: 08/26/2004
CUSIP: 68750P104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE COMPANY NAME CHANGE	For
02	For	Against	S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS TO BE INDEPENDENT	Against
				For

FINLAY ENTERPRISES, INC.			Ticker: FNLY	Special Meeting Date: 09/08/2004
CUSIP: 317884203

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

HANDLEMAN COMPANY			Ticker: HDL	Annual Meeting Date: 09/08/2004
CUSIP: 410252100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT STOCK OPTION PLAN	For

WORLDWIDE RESTAURANT CONCEPTS, INC.			Ticker: SZ	Annual Meeting Date: 09/08/2004
CUSIP: 98160A100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

OFFSHORE LOGISTICS, INC.			Ticker: OLG	Annual Meeting Date: 09/09/2004
CUSIP: 676255108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	PETER N. BUCKLEY	Against
	For	For	STEPHEN J. CANNON	For
	Withheld	For	JONATHAN H. CARTWRIGHT	Against
	For	For	WILLIAM E. CHILES	For
	For	For	DAVID M. JOHNSON	For
	For	For	KENNETH M. JONES	For
	For	For	PIERRE H. JUNGELS, CBE	For
	For	For	THOMAS C. KNUDSON	For
	For	For	KEN C. TAMBLYN	For
	For	For	ROBERT W. WALDRUP	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

BOB EVANS FARMS, INC.			Ticker: BOBE	Annual Meeting Date: 09/13/2004
CUSIP: 096761101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

EPLUS INC.			Ticker: PLUS	Annual Meeting Date: 09/14/2004
CUSIP: 294268107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PFF BANCORP, INC.			Ticker: PFB	Annual Meeting Date: 09/14/2004
CUSIP: 69331W104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

THE FIRST YEARS INC.			Ticker: KIDD	Special Meeting Date: 09/14/2004
CUSIP: 337610103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	Against	For	APPROVE MOTION TO ADJOURN MEETING	Against

CULP, INC.			Ticker: CFI	Annual Meeting Date: 09/21/2004
CUSIP: 230215105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PARLUX FRAGRANCES, INC.			Ticker: PARL	Annual Meeting Date: 09/21/2004
CUSIP: 701645108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SCHOLASTIC CORPORATION			Ticker: SCHL	Annual Meeting Date: 09/21/2004
CUSIP: 807066109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

WAYNE BANCORP, INC.			Ticker: WNNB	Special Meeting Date: 09/22/2004
CUSIP: 944293106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	Against	For	TRANSACT OTHER BUSINESS	Against

BENIHANA INC.			Ticker: BNHNA	Contested Annual Meeting Date: 09/28/2004
CUSIP: 082047200

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS		Against
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		For

OMNIVISION TECHNOLOGIES, INC.			Ticker: OVTI	Annual Meeting Date: 09/28/2004
CUSIP: 682128103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FRISCH’S RESTAURANTS, INC.			Ticker: FRS	Annual Meeting Date: 10/04/2004
CUSIP: 358748101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

STRATTEC SECURITY CORPORATION			Ticker: STRT	Annual Meeting Date: 10/05/2004
CUSIP: 863111100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

ISLE OF CAPRI CASINOS, INC.			Ticker: ISLE	Annual Meeting Date: 10/08/2004
CUSIP: 464592105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

TANDY BRANDS ACCESSORIES, INC.			Ticker: TBAC	Annual Meeting Date: 10/14/2004
CUSIP: 875378101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

MESA LABORATORIES, INC.			Ticker: MLAB	Annual Meeting Date: 10/18/2004
CUSIP: 59064R105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	L. SCHMIEDER	Against
	Withheld	For	P. DUKE	Against
	For	For	H.S. CAMPBELL	For
	For	For	M. BROOKS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

BRIGGS & STRATTON CORPORATION			Ticker: BGG	Annual Meeting Date: 10/20/2004
CUSIP: 109043106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
04	Against	For	INCENTIVE STOCK OPTIONS	Against

FIRST FEDERAL CAPITAL CORP			Ticker: FTFC	Special Meeting Date: 10/20/2004
CUSIP: 319960103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	For	For	APPROVE MOTION TO ADJOURN MEETING	For

ELKCORP			Ticker: ELK	Annual Meeting Date: 10/26/2004
CUSIP: 287456107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	INCENTIVE STOCK OPTIONS	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

GIBRALTAR STEEL CORPORATION			Ticker: ROCK	Special Meeting Date: 10/26/2004
CUSIP: 37476F107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE COMPANY NAME CHANGE	For

ORIENTAL FINANCIAL GROUP INC.			Ticker: OFG	Annual Meeting Date: 10/26/2004
CUSIP: 68618W100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

PRECIS, INC.			Ticker: PCIS	Annual Meeting Date: 10/26/2004
CUSIP: 740184106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
1A	Against	For	MISCELLANEOUS CORPORATE GOVERNANCE	Against
1B	Against	For	MISCELLANEOUS CORPORATE GOVERNANCE	Against
1C	For	For	MISCELLANEOUS CORPORATE GOVERNANCE	For
1D	For	For	MISCELLANEOUS CORPORATE GOVERNANCE	For
1E	For	For	MISCELLANEOUS CORPORATE GOVERNANCE	For
1F	For	For	MISCELLANEOUS CORPORATE GOVERNANCE	For
1G	For	For	MISCELLANEOUS CORPORATE GOVERNANCE	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	TRANSACT OTHER BUSINESS	Against

STANDEX INTERNATIONAL CORPORATION			Ticker: SXI	Annual Meeting Date: 10/26/2004
CUSIP: 854231107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

WEIDER NUTRITION INTERNATIONAL, INC.			Ticker: WNI	Annual Meeting Date: 10/26/2004
CUSIP: 948603105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	ERIC WEIDER	Against
	Withheld	For	GEORGE F. LENGVARI	Against
	Withheld	For	BRUCE J. WOOD	Against
	For	For	RONALD L. COREY	For
	For	For	ROGER H. KIMMEL	For
	For	For	BRIAN P. MCDERMOTT	For
	For	For	H.F. POWELL	For
	For	For	CYNTHIA G. WATTS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

PENNFED FINANCIAL SERVICES, INC.			Ticker: PFSB	Annual Meeting Date: 10/27/2004
CUSIP: 708167101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
I	For	For	ELECTION OF DIRECTORS	For
II	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FIRST PLACE FINANCIAL CORP.			Ticker: FPFC	Annual Meeting Date: 10/28/2004
CUSIP: 33610T109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	A. GARY BITONTE, M.D.	For
	Withheld	For	EARL T. KISSELL	Against
	For	For	E. JEFFREY ROSSI	For
	For	For	WILLIAM A. RUSSELL	For
	For	For	ROBERT L. WAGMILLER	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

KOSS CORPORATION			Ticker: KOSS	Annual Meeting Date: 10/28/2004
CUSIP: 500692108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PARKVALE FINANCIAL CORPORATION			Ticker: PVSA	Annual Meeting Date: 10/28/2004
CUSIP: 701492100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	ROBERT J. MCCARTHY, JR.	Against
	For	For	PATRICK J. MINNOCK	For
02	For	For	INCENTIVE STOCK OPTIONS	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HI-SHEAR TECHNOLOGY CORPORATION			Ticker: HSR	Annual Meeting Date: 11/03/2004
CUSIP: 42839Y104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

BURLINGTON COAT FACTORY WAREHOUSE CO				Ticker: BCF	Annual Meeting Date: 11/04/2004
CUSIP: 121579106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		For

ENNIS, INC.			Ticker: EBF	Special Meeting Date: 11/04/2004
CUSIP: 293389102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	Against	For	TRANSACT OTHER BUSINESS	Against

ESS TECHNOLOGY, INC.			Ticker: ESST	Annual Meeting Date: 11/05/2004
CUSIP: 269151104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND DIRECTOR STOCK OPTION PLAN	Against
03	For	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PRIME MEDICAL SERVICES, INC.			Ticker: PMSI	Special Meeting Date: 11/09/2004
CUSIP: 74156D107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For

CADMUS COMMUNICATIONS CORPORATION			Ticker: CDMS	Annual Meeting Date: 11/10/2004
CUSIP: 127587103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT EMPLOYEE STOCK OPTION PLAN	For
04	For	For	ADOPT NON-EMPLOYEE DIRECTOR PLAN	For

D & K HEALTHCARE RESOURCES, INC.			Ticker: DKHR	Annual Meeting Date: 11/10/2004
CUSIP: 232861104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Abstain	For	TRANSACT OTHER BUSINESS	Against

ZALE CORPORATION			Ticker: ZLC	Annual Meeting Date: 11/12/2004
CUSIP: 988858106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
03	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against

ACE CASH EXPRESS, INC.			Ticker: AACE	Annual Meeting Date: 11/15/2004
CUSIP: 004403101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	RAYMOND C. HEMMIG	Against
	For	For	ROBERT P. ALLYN	For
	For	For	J.M. HAGGAR, III	For
	Withheld	For	DONALD H. NEUSTADT	Against
	For	For	MARSHALL B. PAYNE	For
	For	For	MICHAEL S. RAWLINGS	For
	For	For	EDWARD W. ROSE III	For
	Withheld	For	JAY B. SHIPOWITZ	Against
	For	For	CHARLES DANIEL YOST	For
02	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against

OVERLAND STORAGE, INC.			Ticker: OVRL	Annual Meeting Date: 11/15/2004
CUSIP: 690310107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

LENNOX INTERNATIONAL INC.			Ticker: LII	Annual Meeting Date: 11/16/2004
CUSIP: 526107107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

EMULEX CORPORATION			Ticker: ELX	Annual Meeting Date: 11/18/2004
CUSIP: 292475108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	FRED B. COX	For
	For	For	MICHAEL P. DOWNEY	For
	Withheld	For	BRUCE C. EDWARDS	Against
	For	For	PAUL F. FOLINO	For
	For	For	ROBERT H. GOON	For
	Withheld	For	DON M. LYLE	Against
02	Against	For	ADOPT EMPLOYEE STOCK OPTION PLAN	Against
03	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
04	Against	For	AMEND NON-EMPLOYEE DIRECTOR PLAN	Against
05	For	For	AMEND STOCK PURCHASE PLAN	For
06	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MEMBERWORKS INCORPORATED			Ticker: MBRS	Annual Meeting Date: 11/18/2004
CUSIP: 586002105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE COMPANY NAME CHANGE	For
02	For	For	DECLASSIFY BOARD	For
03	For	For	ELECTION OF DIRECTORS	For
04	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against
05	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

WESTERN DIGITAL CORPORATION			Ticker: WDC	Annual Meeting Date: 11/18/2004
CUSIP: 958102105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	MATTHEW E. MASSENGILL	For
	Withheld	For	PETER D. BEHRENDT	Against
	For	For	KATHLEEN A. COTE	For
	For	For	HENRY T. DENERO	For
	For	For	WILLIAM L. KIMSEY	For
	Withheld	For	MICHAEL D. LAMBERT	Against
	Withheld	For	ROGER H. MOORE	Against
	For	For	THOMAS E. PARDUN	For
	For	For	ARIF SHAKEEL	For
02	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CRAFTMADE INTERNATIONAL, INC.			Ticker: CRFT	Annual Meeting Date: 11/30/2004
CUSIP: 22413E104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CALIFORNIA FIRST NATIONAL BANCORP			Ticker: CFNB	Annual Meeting Date: 12/02/2004
CUSIP: 130222102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

NATIONAL HOME HEALTH CARE CORP.			Ticker: NHHC	Annual Meeting Date: 12/06/2004
CUSIP: 636380107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

TSR, INC.			Ticker: TSRI	Annual Meeting Date: 12/06/2004
CUSIP: 872885108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ALLIANCE GAMING CORPORATION			Ticker: AGI	Annual Meeting Date: 12/08/2004
CUSIP: 01859P106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND LONG TERM INCENTIVE PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FLEXSTEEL INDUSTRIES, INC.			Ticker: FLXS	Annual Meeting Date: 12/14/2004
CUSIP: 339382103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

K-SWISS INC.			Ticker: KSWS	Special Meeting Date: 12/15/2004
CUSIP: 482686102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Against	For	AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE SHARES	Against
02	For	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	For

ONYX ACCEPTANCE CORPORATION			Ticker: ONYX	Special Meeting Date: 01/06/2005
CUSIP: 682914107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For

NEW JERSEY RESOURCES CORPORATION			Ticker: NJR	Annual Meeting Date: 01/19/2005
CUSIP: 646025106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PEDIATRIC SERVICES OF AMERICA, INC.			Ticker: PSAI	Annual Meeting Date: 01/19/2005
CUSIP: 705323103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

WASHINGTON FEDERAL, INC.			Ticker: WFSL	Annual Meeting Date: 01/19/2005
CUSIP: 938824109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ECOLOGY AND ENVIRONMENT, INC.			Ticker: EEI	Annual Meeting Date: 01/20/2005
CUSIP: 278878103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

HORIZON HEALTH CORPORATION			Ticker: HORC	Annual Meeting Date: 01/21/2005
CUSIP: 44041Y109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against

MOTHERS WORK, INC.			Ticker: MWRK	Annual Meeting Date: 01/21/2005
CUSIP: 619903106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SUMMA INDUSTRIES			Ticker: SUMX	Annual Meeting Date: 01/24/2005
CUSIP: 86562T105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

TIMBERLAND BANCORP, INC.			Ticker: TSBK	Annual Meeting Date: 01/25/2005
CUSIP: 887098101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

HUTCHINSON TECHNOLOGY INCORPORATED			Ticker: HTCH	Annual Meeting Date: 01/26/2005
CUSIP: 448407100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE SHARES	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
04	Against	For	TRANSACT OTHER BUSINESS	Against

FIRST FINANCIAL HOLDINGS, INC.			Ticker: FFCH	Annual Meeting Date: 01/27/2005
CUSIP: 320239106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT STOCK OPTION PLAN	Against
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For

THE LACLEDE GROUP, INC.			Ticker: LG	Annual Meeting Date: 01/27/2005
CUSIP: 505597104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ENERGYSOUTH, INC.			Ticker: ENSI	Annual Meeting Date: 01/28/2005
CUSIP: 292970100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For

FIRST HEALTH GROUP CORP.			Ticker: FHCC	Special Meeting Date: 01/28/2005
CUSIP: 320960103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	Against	For	APPROVE MOTION TO ADJOURN MEETING	Against

BEAZER HOMES USA, INC.			Ticker: BZH	Annual Meeting Date: 02/03/2005
CUSIP: 07556Q105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
03	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against

MARINEMAX, INC.			Ticker: HZO	Annual Meeting Date: 02/03/2005
CUSIP: 567908101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
03	For	For	AMEND STOCK PURCHASE PLAN	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PLANAR SYSTEMS, INC.			Ticker: PLNR	Annual Meeting Date: 02/03/2005
CUSIP: 726900103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	CARL W. NEUN	For
	Withheld	For	GREGORY H. TURNBULL	Against
	For	For	STEVEN E. WYNNE	For
02	For	For	ADOPT STOCK PURCHASE PLAN	For

NBTY, INC.			Ticker: NTY	Annual Meeting Date: 02/07/2005
CUSIP: 628782104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

KULICKE AND SOFFA INDUSTRIES, INC.			Ticker: KLIC	Annual Meeting Date: 02/08/2005
CUSIP: 501242101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS	Against
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MESA AIR GROUP, INC.			Ticker: MESA	Annual Meeting Date: 02/08/2005
CUSIP: 590479101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ATMOS ENERGY CORPORATION			Ticker: ATO	Annual Meeting Date: 02/09/2005
CUSIP: 049560105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For

HAGGAR CORP.			Ticker: HGGR	Annual Meeting Date: 02/09/2005
CUSIP: 405173105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

JACK IN THE BOX INC.			Ticker: JBX	Annual Meeting Date: 02/14/2005
CUSIP: 466367109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ARVINMERITOR, INC.			Ticker: ARM	Annual Meeting Date: 02/16/2005
CUSIP: 043353101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against
03	For	For	AMEND LONG TERM INCENTIVE PLAN	For
04	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

AMERICAN ITALIAN PASTA COMPANY			Ticker: PLB	Annual Meeting Date: 02/17/2005
CUSIP: 027070103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND STOCK PURCHASE PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

RAYMOND JAMES FINANCIAL, INC.			Ticker: RJF	Annual Meeting Date: 02/17/2005
CUSIP: 754730109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	MANAGEMENT INCENTIVE PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
04	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
05	Against	For	ADOPT RESTRICTED STOCK AWARD PLAN	Against

RUDDICK CORPORATION			Ticker: RDK	Annual Meeting Date: 02/17/2005
CUSIP: 781258108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

SANDERSON FARMS, INC.			Ticker: SAFM	Annual Meeting Date: 02/17/2005
CUSIP: 800013104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

THE REYNOLDS AND REYNOLDS COMPANY			Ticker: REY	Annual Meeting Date: 02/17/2005
CUSIP: 761695105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT NON-EMPLOYEE DIRECTOR PLAN	For
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
04	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against

IKON OFFICE SOLUTIONS, INC.			Ticker: IKN	Annual Meeting Date: 02/23/2005
CUSIP: 451713101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

WGL HOLDINGS, INC.			Ticker: WGL	Annual Meeting Date: 02/23/2005
CUSIP: 92924F106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	Against	S/H PROPOSAL - ADOPT CUMULATIVE VOTING	Against

QUANEX CORPORATION			Ticker: NX	Annual Meeting Date: 02/24/2005
CUSIP: 747620102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

PEOPLES ENERGY CORPORATION			Ticker: PGL	Annual Meeting Date: 02/25/2005
CUSIP: 711030106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	None	CHANGE STOCK EXCHANGE LISTING	Against

SOLA INTERNATIONAL INC.			Ticker: SOL	Special Meeting Date: 02/28/2005
CUSIP: 834092105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For

CHRONIMED INC.			Ticker: CHMD	Special Meeting Date: 03/09/2005
CUSIP: 171164107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Against	For	APPROVE MERGER AGREEMENT	Against
02	Against	For	APPROVE MOTION TO ADJOURN MEETING	Against

TUTOGEN MEDICAL, INC.			Ticker: TTG	Annual Meeting Date: 03/14/2005
CUSIP: 901107100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	G. RUSSELL CLEVELAND	Against
	For	For	ROBERT C. FARONE	For
	For	For	RICHARD J. MAY	For
	For	For	J. HAROLD HELDERMAN	For
	For	For	GUY L. MAYER	For
	For	For	THOMAS W. PAUKEN	For
	For	For	CARLTON E. TURNER	For
	For	For	ROY D. CROWNINSHIELD	For
02	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
04	Against	For	TRANSACT OTHER BUSINESS	Against

THE TORO COMPANY			Ticker: TTC	Annual Meeting Date: 03/15/2005
CUSIP: 891092108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
02	For	For	FIX NUMBER OF DIRECTORS	For
03	For	For	ELECTION OF DIRECTORS	For
04	For	For	AMEND MANAGEMENT INCENTIVE PLAN	For
05	For	For	AMEND STOCK OPTION PLAN TO INCREASE SHARES	For
06	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
07	Against	For	TRANSACT OTHER BUSINESS	Against

EN POINTE TECHNOLOGIES, INC.			Ticker: ENPT	Annual Meeting Date: 03/17/2005
CUSIP: 29247F108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK DECREASE	For

URS CORPORATION			Ticker: URS	Annual Meeting Date: 03/22/2005
CUSIP: 903236107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

AMERON INTERNATIONAL CORPORATION			Ticker: AMN	Annual Meeting Date: 03/23/2005
CUSIP: 030710107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HOLLYWOOD ENTERTAINMENT CORPORATION				Ticker: HLYW	Annual Meeting Date: 03/30/2005
CUSIP: 436141104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For

IRWIN FINANCIAL CORPORATION			Ticker: IFC	Annual Meeting Date: 04/07/2005
CUSIP: 464119106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	INDEMNIFICATION/LIABILITY	Against

RYAN’S RESTAURANT GROUP, INC.			Ticker:	Annual Meeting Date: 04/11/2005
CUSIP: 783520109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	RATIFY SHAREHOLDER RIGHTS PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

LAKELAND FINANCIAL CORPORATION			Ticker: LKFN	Annual Meeting Date: 04/12/2005
CUSIP: 511656100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SIMMONS FIRST NATIONAL CORPORATION			Ticker: SFNC	Annual Meeting Date: 04/12/2005
CUSIP: 828730200

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	SET/CHANGE NUMBER OF DIRECTORS ON BOARD	For
02	For	For	ELECTION OF DIRECTORS	For

FIRST M & F CORPORATION			Ticker: FMFC	Annual Meeting Date: 04/13/2005
CUSIP: 320744105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

PEOPLES BANCORP INC.			Ticker: PEBO	Annual Meeting Date: 04/14/2005
CUSIP: 709789101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

UNITED AUTO GROUP, INC.			Ticker: UAG	Annual Meeting Date: 04/14/2005
CUSIP: 909440109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

CHEMICAL FINANCIAL CORPORATION			Ticker: CHFC	Annual Meeting Date: 04/18/2005
CUSIP: 163731102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

FIRST COMMONWEALTH FINANCIAL CORPORA				Ticker: FCF	Annual Meeting Date: 04/18/2005
CUSIP: 319829107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For

S&T BANCORP, INC.			Ticker: STBA	Annual Meeting Date: 04/18/2005
CUSIP: 783859101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

STONERIDGE, INC.			Ticker: SRI	Annual Meeting Date: 04/18/2005
CUSIP: 86183P102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	RICHARD E. CHENEY	For
	For	For	AVERY S. COHEN	For
	For	For	JOHN C. COREY	For
	For	For	D.M. DRAIME	For
	For	For	JEFFREY P. DRAIME	For
	For	For	SHELDON J. EPSTEIN	For
	For	For	DOUGLAS C. JACOBS	For
	Withheld	For	WILLIAM M. LASKY	Against
	For	For	EARL L. LINEHAN	For
	For	For	GERALD V. PISANI	For
02	For	For	ADOPT RESTRICTED STOCK AWARD PLAN	For

CONVERGYS CORPORATION			Ticker: CVG	Annual Meeting Date: 04/19/2005
CUSIP: 212485106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

THE PEOPLES HOLDING COMPANY			Ticker: PHC	Annual Meeting Date: 04/19/2005
CUSIP: 711148101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	WILLIAM M. BEASLEY*	Against
	For	For	MARSHALL H. DICKERSON*	For
	Withheld	For	EUGENE B. GIFFORD, JR.*	Against
	For	For	RICHARD L. HEYER, JR.*	For
	Withheld	For	J. NILES MCNEEL*	Against
	For	For	H. JOE TRULOVE*	For
	For	For	FRANCIS J. CIANCIOLA**	For
	For	For	NEAL A. HOLLAND, JR.**	For
	For	For	HAROLD B. JEFFREYS***	For
	For	For	JACK C. JOHNSON***	For
02	For	For	AMEND LONG TERM INCENTIVE PLAN	For
03	For	For	APPROVE COMPANY NAME CHANGE	For
04	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
05	Against	For	APPROVE CHARTER AMENDMENT	Against
06	Against	For	ELIMINATE CUMULATIVE VOTING	Against

APRIA HEALTHCARE GROUP INC.			Ticker: AHG	Annual Meeting Date: 04/20/2005
CUSIP: 037933108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CHITTENDEN CORPORATION			Ticker: CHZ	Annual Meeting Date: 04/20/2005
CUSIP: 170228100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	For	For	ADOPT MANAGEMENT INCENTIVE PLAN	For
04	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

FIRST FINANCIAL CORPORATION			Ticker: THFF	Annual Meeting Date: 04/20/2005
CUSIP: 320218100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

FIRSTFED FINANCIAL CORP.			Ticker: FED	Annual Meeting Date: 04/20/2005
CUSIP: 337907109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

GREENE COUNTY BANCSHARES, INC.			Ticker: GCBS	Annual Meeting Date: 04/20/2005
CUSIP: 394361208

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

ODYSSEY RE HOLDINGS CORP.			Ticker: ORH	Annual Meeting Date: 04/20/2005
CUSIP: 67612W108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

SCS TRANSPORTATION, INC.			Ticker: SCST	Annual Meeting Date: 04/20/2005
CUSIP: 81111T102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	AMEND OMNIBUS STOCK OPTION PLAN	For

UNIVERSAL FOREST PRODUCTS, INC.			Ticker: UFPI	Annual Meeting Date: 04/20/2005
CUSIP: 913543104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

WESBANCO, INC.			Ticker: WSBC	Annual Meeting Date: 04/20/2005
CUSIP: 950810101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

AGCO CORPORATION			Ticker: AG	Annual Meeting Date: 04/21/2005
CUSIP: 001084102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

BLAIR CORPORATION			Ticker: BL	Annual Meeting Date: 04/21/2005
CUSIP: 092828102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CORUS BANKSHARES, INC.			Ticker: CORS	Annual Meeting Date: 04/21/2005
CUSIP: 220873103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	JOSEPH C. GLICKMAN	For
	For	For	ROBERT J. GLICKMAN	For
	Withheld	For	ROBERT J. BUFORD	Against
	For	For	KEVIN R. CALLAHAN	For
	For	For	RODNEY D. LUBEZNIK	For
	For	For	MICHAEL J. MCCLURE	For
	For	For	PETER C. ROBERTS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED	For
04	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against

DONEGAL GROUP INC.			Ticker: DGICA	Annual Meeting Date: 04/21/2005
CUSIP: 257701201

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against

JOHN H. HARLAND COMPANY			Ticker: JH	Annual Meeting Date: 04/21/2005
CUSIP: 412693103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT NON-EMPLOYEE DIRECTOR PLAN	For
04	For	For	ADOPT MANAGEMENT INCENTIVE PLAN	For

NICOR INC.			Ticker: GAS	Annual Meeting Date: 04/21/2005
CUSIP: 654086107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SENSIENT TECHNOLOGIES CORPORATION			Ticker: SXT	Annual Meeting Date: 04/21/2005
CUSIP: 81725T100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	DECLASSIFY BOARD	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SONIC AUTOMOTIVE, INC.			Ticker: SAH	Annual Meeting Date: 04/21/2005
CUSIP: 83545G102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SOUTH JERSEY INDUSTRIES, INC.			Ticker: SJI	Annual Meeting Date: 04/21/2005
CUSIP: 838518108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	For	For	AMEND OMNIBUS STOCK OPTION PLAN	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

NORTH CENTRAL BANCSHARES, INC.			Ticker: FFFD	Annual Meeting Date: 04/22/2005
CUSIP: 658418108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FIRSTBANK CORPORATION			Ticker: FBMI	Annual Meeting Date: 04/25/2005
CUSIP: 33761G104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	Against	For	TRANSACT OTHER BUSINESS	Against

THE LUBRIZOL CORPORATION			Ticker: LZ	Annual Meeting Date: 04/25/2005
CUSIP: 549271104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

AMERICAN NATIONAL BANKSHARES INC.			Ticker: AMNB	Annual Meeting Date: 04/26/2005
CUSIP: 027745108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

CAMDEN NATIONAL CORPORATION			Ticker: CAC	Annual Meeting Date: 04/26/2005
CUSIP: 133034108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CLARK, INC.			Ticker: CLK	Annual Meeting Date: 04/26/2005
CUSIP: 181457102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	GEORGE D. DALTON	Against
	For	For	KENNETH A. GUENTHER	For
	For	For	RICHARD C. LAPPIN	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

CNA SURETY CORPORATION			Ticker: SUR	Annual Meeting Date: 04/26/2005
CUSIP: 12612L108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

COMMUNITY TRUST BANCORP, INC.			Ticker: CTBI	Annual Meeting Date: 04/26/2005
CUSIP: 204149108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FIRST COMMUNITY BANCSHARES, INC.			Ticker: FCBC	Annual Meeting Date: 04/26/2005
CUSIP: 31983A103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FIRST UNITED CORPORATION			Ticker: FUNC	Annual Meeting Date: 04/26/2005
CUSIP: 33741H107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

HMN FINANCIAL, INC.			Ticker: HMNF	Annual Meeting Date: 04/26/2005
CUSIP: 40424G108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HOUSTON EXPLORATION COMPANY			Ticker: THX	Annual Meeting Date: 04/26/2005
CUSIP: 442120101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MERCHANTS BANCSHARES, INC.			Ticker: MBVT	Annual Meeting Date: 04/26/2005
CUSIP: 588448100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

OLD POINT FINANCIAL CORPORATION			Ticker: OPOF	Annual Meeting Date: 04/26/2005
CUSIP: 680194107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

REPUBLIC FIRST BANCORP, INC.			Ticker: FRBK	Annual Meeting Date: 04/26/2005
CUSIP: 760416107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against

STANLEY FURNITURE COMPANY, INC.			Ticker: STLY	Annual Meeting Date: 04/26/2005
CUSIP: 854305208

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

STERLING FINANCIAL CORPORATION -WA			Ticker: STSA	Annual Meeting Date: 04/26/2005
CUSIP: 859319105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

WEST COAST BANCORP			Ticker: WCBO	Annual Meeting Date: 04/26/2005
CUSIP: 952145100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

WESTCORP			Ticker: WES	Annual Meeting Date: 04/26/2005
CUSIP: 957907108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE COMPANY NAME CHANGE	For
03	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

AGL RESOURCES INC.			Ticker: ATG	Annual Meeting Date: 04/27/2005
CUSIP: 001204106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE CHARTER AMENDMENT	For
03	For	For	AMEND STOCK PURCHASE PLAN	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ARROW FINANCIAL CORPORATION			Ticker: AROW	Annual Meeting Date: 04/27/2005
CUSIP: 042744102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

BANCORPSOUTH, INC.			Ticker: BXS	Annual Meeting Date: 04/27/2005
CUSIP: 059692103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
03	For	For	AMEND NON-EMPLOYEE DIRECTOR PLAN	For
04	For	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	For
05	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

COLUMBIA BANKING SYSTEM, INC.			Ticker: COLB	Annual Meeting Date: 04/27/2005
CUSIP: 197236102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND STOCK OPTION PLAN	For
03	For	For	AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED	For

DELUXE CORPORATION			Ticker: DLX	Annual Meeting Date: 04/27/2005
CUSIP: 248019101
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Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

DOVER DOWNS GAMING & ENTERTAINMENT,			Ticker: DDE	Annual Meeting Date: 04/27/2005
CUSIP: 260095104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

DOWNEY FINANCIAL CORP.			Ticker: DSL	Annual Meeting Date: 04/27/2005
CUSIP: 261018105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ENERGEN CORPORATION			Ticker: EGN	Annual Meeting Date: 04/27/2005
CUSIP: 29265N108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For

GULF ISLAND FABRICATION, INC.			Ticker: GIFI	Annual Meeting Date: 04/27/2005
CUSIP: 402307102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HUDSON UNITED BANCORP			Ticker: HU	Annual Meeting Date: 04/27/2005
CUSIP: 444165104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

INDYMAC BANCORP, INC.			Ticker: NDE	Annual Meeting Date: 04/27/2005
CUSIP: 456607100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MAF BANCORP, INC.			Ticker: MAFB	Annual Meeting Date: 04/27/2005
CUSIP: 55261R108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MEMC ELECTRONIC MATERIALS, INC.			Ticker: WFR	Annual Meeting Date: 04/27/2005
CUSIP: 552715104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PENNS WOODS BANCORP, INC.			Ticker: PWOD	Annual Meeting Date: 04/27/2005
CUSIP: 708430103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

RAYOVAC CORPORATION			Ticker: ROV	Annual Meeting Date: 04/27/2005
CUSIP: 755081103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE COMPANY NAME CHANGE	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

REPUBLIC BANCORP INC.			Ticker: RBNC	Annual Meeting Date: 04/27/2005
CUSIP: 760282103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For

RUSSELL CORPORATION			Ticker: RML	Annual Meeting Date: 04/27/2005
CUSIP: 782352108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

VECTREN CORPORATION			Ticker: VVC	Annual Meeting Date: 04/27/2005
CUSIP: 92240G101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ALFA CORPORATION			Ticker: ALFA	Annual Meeting Date: 04/28/2005
CUSIP: 015385

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	JERRY A. NEWBY	Against
	For	For	HAL F. LEE	For
	For	For	RUSSELL R. WIGGINS	For
	For	For	DEAN WYSNER	For
	For	For	JACOB C. HARPER	For
	For	For	STEVE DUNN	For
	For	For	B. PHIL RICHARDSON	For
	For	For	BOYD E. CHRISTENBERRY	For
	For	For	JOHN R. THOMAS	For
	For	For	LARRY E. NEWMAN	For
	Withheld	For	C. LEE ELLIS	Against
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

AMERICAN AXLE & MANUFACTURING HLDGS,			Ticker: AXL	Annual Meeting Date: 04/28/2005
CUSIP: 024061103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

AMERUS GROUP CO.			Ticker: AMH	Annual Meeting Date: 04/28/2005
CUSIP: 03072M108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ANNTAYLOR STORES CORPORATION			Ticker: ANN	Annual Meeting Date: 04/28/2005
CUSIP: 036115103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ASBURY AUTOMOTIVE GROUP, INC.			Ticker: ABG	Annual Meeting Date: 04/28/2005
CUSIP: 043436104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FIRST MUTUAL BANCSHARES, INC.			Ticker: FMSB	Annual Meeting Date: 04/28/2005
CUSIP: 32190E102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED	For
03	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
04	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For

FURNITURE BRANDS INTERNATIONAL, INC.			Ticker: FBN	Annual Meeting Date: 04/28/2005
CUSIP: 360921100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
I	For	For	ELECTION OF DIRECTORS	For
II	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
III	For	For	AMEND RESTRICTED STOCK AWARD PLAN	For
IV	For	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	For
V	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

JOURNAL COMMUNICATIONS, INC.			Ticker: JRN	Annual Meeting Date: 04/28/2005
CUSIP: 481130102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

NETBANK, INC.			Ticker: NTBK	Annual Meeting Date: 04/28/2005
CUSIP: 640933107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

OVERNITE CORPORATION			Ticker: OVNT	Annual Meeting Date: 04/28/2005
CUSIP: 690322102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

OWENS & MINOR, INC.			Ticker: OMI	Annual Meeting Date: 04/28/2005
CUSIP: 690732102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SCHWEITZER-MAUDUIT INTERNATIONAL, IN			Ticker: SWM	Annual Meeting Date: 04/28/2005
CUSIP: 808541106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

SOUTHWEST BANCORP, INC.			Ticker: OKSB	Annual Meeting Date: 04/28/2005
CUSIP: 844767103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

WASHINGTON BANKING COMPANY			Ticker: WBCO	Annual Meeting Date: 04/28/2005
CUSIP: 937303105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

WSFS FINANCIAL CORPORATION			Ticker: WSFS			Annual Meeting Date: 04/28/2005
CUSIP: 929328102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS			For
03	For	For	ADOPT INCENTIVE STOCK OPTION PLAN			For

STEWART INFORMATION SEMgmt RecommendationICES CORPORA			Ticker: STC			Annual Meeting Date: 04/29/2005
CUSIP: 860372101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN			For

TELEFLEX INCORPORATED			Ticker: TFX			Annual Meeting Date: 04/29/2005
CUSIP: 879369102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS			For

POTLATCH CORPORATION			Ticker: PCH		Contested Annual Meeting Date: 05/02/2005
CUSIP: 737628107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	For	For	VOTING RIGHTS			For
03	For	For	INCENTIVE STOCK OPTIONS			For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS			For
05	Against	Against	S/H PROPOSAL - BUSINESS/INVESTMENT			For

ATLANTIC AMERICAN CORPORATION			Ticker: AAME			Annual Meeting Date: 05/03/2005
CUSIP: 048209102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS			For

BANDAG, INCORPORATED			Ticker: BDGA			Annual Meeting Date: 05/03/2005
CUSIP: 059815100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS			For

BUILDING MATERIALS HOLDING CORPORATION				Ticker: BMHC		Annual Meeting Date: 05/03/2005
CUSIP: 120113105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal			For/Against Management
01	For	For	ELECTION OF DIRECTORS			For
02	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE			Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS			For

CENTRAL VERMONT PUBLIC SERVICE CORP.			Ticker: CV	Annual Meeting Date: 05/03/2005
CUSIP: 155771108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

COOPER TIRE & RUBBER COMPANY			Ticker: CTB	Annual Meeting Date: 05/03/2005
CUSIP: 216831107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against
03	Against	Against	S/H PROPOSAL - CORPORATE GOVERNANCE	For

EARTHLINK, INC.			Ticker: ELNK	Annual Meeting Date: 05/03/2005
CUSIP: 270321102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ENCORE ACQUISITION COMPANY			Ticker: EAC	Annual Meeting Date: 05/03/2005
CUSIP: 29255W100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02A	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
02B	For	For	MISCELLANEOUS CORPORATE GOVERNANCE	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ENCORE WIRE CORPORATION			Ticker: WIRE	Annual Meeting Date: 05/03/2005
CUSIP: 292562105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HILB, ROGAL AND HOBBS COMPANY			Ticker: HRH	Annual Meeting Date: 05/03/2005
CUSIP: 431294107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

NBT BANCORP INC.			Ticker: NBTB	Annual Meeting Date: 05/03/2005
CUSIP: 628778102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	FIX NUMBER OF DIRECTORS	For
02			ELECTION OF DIRECTORS
	For	For	MARTIN A. DIETRICH	For
	For	For	RICHARD CHOJNOWSKI	For
	For	For	DR. PETER B. GREGORY	For
	For	For	JOSEPH A. SANTANGELO	For
	For	For	JANET H. INGRAHAM	For
	Withheld	For	PAUL D. HORGER	Against

PAPA JOHN’S INTERNATIONAL, INC.			Ticker: PZZA	Annual Meeting Date: 05/03/2005
CUSIP: 698813102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND NON-EMPLOYEE DIRECTOR PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SKYWEST, INC.			Ticker: SKYW	Annual Meeting Date: 05/03/2005
CUSIP: 830879102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

AMN HEALTHCARE SERVICES, INC.			Ticker: AHS	Annual Meeting Date: 05/04/2005
CUSIP: 001744107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CHROMCRAFT REVINGTON, INC.			Ticker: CRC	Annual Meeting Date: 05/04/2005
CUSIP: 171117104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

DIRECT GENERAL CORPORATION			Ticker: DRCT	Annual Meeting Date: 05/04/2005
CUSIP: 25456W204

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

DUCOMMUN INCORPORATED			Ticker: DCO	Annual Meeting Date: 05/04/2005
CUSIP: 264147109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

POINT.360			Ticker: PTSX	Annual Meeting Date: 05/04/2005
CUSIP: 730698107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	HAIG S. BAGERDJIAN	For
	For	For	ROBERT A. BAKER	For
	Withheld	For	GREGGORY J. HUTCHINS	Against
	For	For	SAM P. BELL	For
	For	For	G. SAMUEL OKI	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CHESAPEAKE UTILITIES CORPORATION			Ticker: CPK	Annual Meeting Date: 05/05/2005
CUSIP: 165303108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT STOCK OPTION PLAN	Against
03	Against	For	ADOPT NON-QUALIFIED STOCK OPTION PLAN	Against
04	Against	For	ADOPT DIRECTOR STOCK OPTION PLAN	Against

DURATEK, INC.			Ticker: DRTK	Annual Meeting Date: 05/05/2005
CUSIP: 26658Q102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

DYNAMICS RESEARCH CORPORATION			Ticker: DRCO	Annual Meeting Date: 05/05/2005
CUSIP: 268057106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

JOURNAL REGISTER COMPANY			Ticker: JRC	Annual Meeting Date: 05/05/2005
CUSIP: 481138105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	JEAN B. CLIFTON	For
	Withheld	For	JOSEPH A. LAWRENCE	Against
	For	For	L. GODWIN HUTCHINSON	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

LIBBEY INC.			Ticker: LBY	Annual Meeting Date: 05/05/2005
CUSIP: 529898108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

LINENS ‘N THINGS, INC.			Ticker: LIN	Annual Meeting Date: 05/05/2005
CUSIP: 535679104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

LITHIA MOTORS, INC.			Ticker: LAD	Annual Meeting Date: 05/05/2005
CUSIP: 536797103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS	Against
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For

NORTHRIM BANCORP, INC.			Ticker: NRIM	Annual Meeting Date: 05/05/2005
CUSIP: 666762109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

ODYSSEY HEALTHCARE, INC.			Ticker: ODSY	Annual Meeting Date: 05/05/2005
CUSIP: 67611V101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PLAINS EXPLORATION & PRODUCTION CO.			Ticker: PXP	Annual Meeting Date: 05/05/2005
CUSIP: 726505100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SOUTHWEST GAS CORPORATION			Ticker: SWX	Annual Meeting Date: 05/05/2005
CUSIP: 844895108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

TRANSMONTAIGNE INC.			Ticker: TMG	Annual Meeting Date: 05/05/2005
CUSIP: 893934109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

THE ANDERSONS, INC.			Ticker: ANDE	Annual Meeting Date: 05/06/2005
CUSIP: 034164103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CORILLIAN CORPORATION			Ticker: CORI	Annual Meeting Date: 05/09/2005
CUSIP: 218725109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

STANCORP FINANCIAL GROUP, INC.			Ticker: SFG	Annual Meeting Date: 05/09/2005
CUSIP: 852891100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ARGONAUT GROUP, INC.			Ticker: AGII	Annual Meeting Date: 05/10/2005
CUSIP: 040157109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CARRIAGE SERVICES, INC.			Ticker: CSV	Annual Meeting Date: 05/10/2005
CUSIP: 143905107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

COMMERCIAL FEDERAL CORPORATION			Ticker: CFB	Annual Meeting Date: 05/10/2005
CUSIP: 201647104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
I	For	For	ELECTION OF DIRECTORS	For
II	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FNB CORP.			Ticker: FNBN	Annual Meeting Date: 05/10/2005
CUSIP: 302519102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

FNB CORPORATION			Ticker: FNBP	Annual Meeting Date: 05/10/2005
CUSIP: 302930102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FOREST OIL CORPORATION			Ticker: FST	Annual Meeting Date: 05/10/2005
CUSIP: 346091705

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND STOCK PURCHASE PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

INFINITY PROPERTY AND CASUALTY CORP.			Ticker: IPCC	Annual Meeting Date: 05/10/2005
CUSIP: 45665Q103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MEADOWBROOK INSURANCE GROUP, INC.			Ticker: MIG	Annual Meeting Date: 05/10/2005
CUSIP: 58319P108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

NORTHWEST PIPE COMPANY			Ticker: NWPX	Annual Meeting Date: 05/10/2005
CUSIP: 667746101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

STANDARD PACIFIC CORP.			Ticker: SPF	Annual Meeting Date: 05/10/2005
CUSIP: 85375C101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

TRUSTMARK CORPORATION			Ticker: TRMK	Annual Meeting Date: 05/10/2005
CUSIP: 898402102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

UNITED DEFENSE INDUSTRIES, INC.			Ticker: UDI	Annual Meeting Date: 05/10/2005
CUSIP: 91018B108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	For	For	ELECTION OF DIRECTORS	For
03	For	For	APPROVE MOTION TO ADJOURN MEETING	For

UNITED ONLINE, INC.			Ticker: UNTD		Annual Meeting Date: 05/10/2005
CUSIP: 911268100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		For
03	For	For	TRANSACT OTHER BUSINESS		For

VALASSIS COMMUNICATIONS, INC.			Ticker: VCI		Annual Meeting Date: 05/10/2005
CUSIP: 918866104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For
02	Against	For	ADOPT RESTRICTED STOCK AWARD PLAN		Against
03	For	For	ADOPT RESTRICTED STOCK AWARD PLAN		For
04	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		Against

BLOCKBUSTER INC.			Ticker: BBI	Contested Annual Meeting Date: 05/11/2005
CUSIP: 093679108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01		For	ELECTION OF DIRECTORS		Against
02		For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		Against

Agenda: 932331248 -OPPOSITION

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		For

COMMUNITY BANK SYSTEM, INC.			Ticker: CBU		Annual Meeting Date: 05/11/2005
CUSIP: 203607106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For

DOMINION HOMES, INC.			Ticker: DHOM		Annual Meeting Date: 05/11/2005
CUSIP: 257386102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For

EXPRESSJET HOLDINGS, INC.			Ticker: XJT		Annual Meeting Date: 05/11/2005
CUSIP: 30218U108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	JAMES B. REAM		Against
	For	For	RICHARD REITZ		For
	Withheld	For	THOMAS E. SCHICK		Against
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS		For

FIRST FINANCIAL SERVICE CORPORATION			Ticker:	Annual Meeting Date: 05/11/2005
CUSIP: 32022D108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

FRIENDLY ICE CREAM CORPORATION			Ticker: FRN	Annual Meeting Date: 05/11/2005
CUSIP: 358497101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

IBERIABANK CORPORATION			Ticker: IBKC	Annual Meeting Date: 05/11/2005
CUSIP: 450828108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against

TUPPERWARE CORPORATION			Ticker: TUP	Annual Meeting Date: 05/11/2005
CUSIP: 899896104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	AMEND DIRECTOR STOCK OPTION PLAN	Against

AXCELIS TECHNOLOGIES, INC.			Ticker: ACLS	Annual Meeting Date: 05/12/2005
CUSIP: 054540109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MAYTAG CORPORATION			Ticker: MYG	Annual Meeting Date: 05/12/2005
CUSIP: 578592105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	BARBARA R. ALLEN	Against
	For	For	HOWARD L. CLARK, JR.	For
	Withheld	For	LESTER CROWN	Against
	Withheld	For	WILLIAM T. KERR	Against
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	DECLASSIFY BOARD	For
04	For	Against	S/H PROPOSAL - BOARD OF DIRECTORS	Against
05	For	Against	S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO RATIFY POISON PILL	Against
06	For	Against	S/H PROPOSAL-OUTSOURCING AND OFFSHORE MANUFACTURING	Against
07	Against	Against	S/H PROPOSAL-CODE OF CONDUCT BASED ON ILOC	For

PINNACLE AIRLINES CORP.			Ticker: PNCL	Annual Meeting Date: 05/12/2005
CUSIP: 723443107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

UNITED SECURITY BANCSHARES, INC.			Ticker: USBI	Annual Meeting Date: 05/12/2005
CUSIP: 911459105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

WATER PIK TECHNOLOGIES, INC.			Ticker: PIK	Annual Meeting Date: 05/12/2005
CUSIP: 94113U100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	DECLASSIFY BOARD	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SUPERIOR INDUSTRIES INTERNATIONAL, I			Ticker: SUP	Annual Meeting Date: 05/13/2005
CUSIP: 868168105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	Against

TRW AUTOMOTIVE HOLDINGS CORP.			Ticker: TRW	Annual Meeting Date: 05/13/2005
CUSIP: 87264S106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CYBEROPTICS CORPORATION			Ticker: CYBE	Annual Meeting Date: 05/16/2005
CUSIP: 232517102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

HAVERTY FURNITURE COMPANIES, INC.			Ticker: HVT	Annual Meeting Date: 05/16/2005
CUSIP: 419596101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

INTERNATIONAL BANCSHARES CORPORATION			Ticker: IBOC	Annual Meeting Date: 05/16/2005
CUSIP: 459044103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	L. AVIGAEL	For
	For	For	I. GREENBLUM	For
	Withheld	For	R.D. GUERRA	Against
	For	For	R.E. HAYNES	For
	For	For	D.B. HASTINGS, JR.	For
	Withheld	For	I. NAVARRO	Against
	Withheld	For	S. NEIMAN	Against
	Withheld	For	P.J. NEWMAN	Against
	Withheld	For	D.E. NIXON	Against
	For	For	L. SALINAS	For
	Withheld	For	A.R. SANCHEZ, JR.	Against
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
04	For	For	STOCK OPTION PLAN	For

NCO GROUP, INC.			Ticker: NCOG	Annual Meeting Date: 05/16/2005
CUSIP: 628858102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

UNITED BANKSHARES, INC.			Ticker: UBSI	Annual Meeting Date: 05/16/2005
CUSIP: 909907107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	TRANSACT OTHER BUSINESS	For

ABC BANCORP			Ticker: ABCB	Annual Meeting Date: 05/17/2005
CUSIP: 000400101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
I	For	For	ELECTION OF DIRECTORS	For
II	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
III	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
IV	Against	For	TRANSACT OTHER BUSINESS	Against

ALLMERICA FINANCIAL CORPORATION			Ticker: AFC	Annual Meeting Date: 05/17/2005
CUSIP: 019754100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BLUEGREEN CORPORATION			Ticker: BXG	Annual Meeting Date: 05/17/2005
CUSIP: 096231105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

CERES GROUP, INC.			Ticker: CERG	Annual Meeting Date: 05/17/2005
CUSIP: 156772105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

CONMED CORPORATION			Ticker: CNMD	Annual Meeting Date: 05/17/2005
CUSIP: 207410101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FLUSHING FINANCIAL CORPORATION			Ticker: FFIC	Annual Meeting Date: 05/17/2005
CUSIP: 343873105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

LANDAMERICA FINANCIAL GROUP, INC.			Ticker: LFG	Annual Meeting Date: 05/17/2005
CUSIP: 514936103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT STOCK PURCHASE PLAN	For
03	Against	For	ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN	Against
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PNM RESOURCES, INC.			Ticker: PNM	Annual Meeting Date: 05/17/2005
CUSIP: 69349H107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	ADELMO E. ARCHULETA	Against
	Withheld	For	JULIE A. DOBSON	Against
	For	For	CHARLES E. MCMAHEN	For
02	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against
03	For	For	APPROVE CHARTER AMENDMENT	For
04	For	For	AMEND OMNIBUS STOCK OPTION PLAN	For

THE KEITH COMPANIES, INC.			Ticker: TKCI	Annual Meeting Date: 05/17/2005
CUSIP: 487539108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

U.S. CONCRETE, INC.			Ticker: RMIX	Annual Meeting Date: 05/17/2005
CUSIP: 90333L105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS	Against
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
03	For	For	MISCELLANEOUS COMPENSATION PLANS	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ALBANY MOLECULAR RESEARCH, INC.			Ticker: AMRI	Annual Meeting Date: 05/18/2005
CUSIP: 012423109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

DEPARTMENT 56, INC.			Ticker: DFS	Annual Meeting Date: 05/18/2005
CUSIP: 249509100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

DURA AUTOMOTIVE SYSTEMS, INC.			Ticker: DRRA	Annual Meeting Date: 05/18/2005
CUSIP: 265903104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FTI CONSULTING, INC.			Ticker: FCN	Annual Meeting Date: 05/18/2005
CUSIP: 302941109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	MARK H. BEREY	For
	Withheld	For	JACK B. DUNN, IV	Against
	For	For	GERARD E. HOLTHAUS	For
02	For	For	AMEND STOCK PURCHASE PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

GROUP 1 AUTOMOTIVE, INC.			Ticker: GPI	Annual Meeting Date: 05/18/2005
CUSIP: 398905109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MAGELLAN HEALTH SERVICES, INC.			Ticker:	Annual Meeting Date: 05/18/2005
CUSIP: 559079207

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	ROBERT HAFT*	For
	For	For	WILLIAM J. MCBRIDE*	For
	Withheld	For	ROBERT M. LE BLANC**	Against
02	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MONACO COACH CORPORATION			Ticker: MNC	Annual Meeting Date: 05/18/2005
CUSIP: 60886R103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

OHIO CASUALTY CORPORATION			Ticker: OCAS	Annual Meeting Date: 05/18/2005
CUSIP: 677240103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

PRESIDENTIAL LIFE CORPORATION			Ticker: PLFE	Annual Meeting Date: 05/18/2005
CUSIP: 740884101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PROVIDENT BANKSHARES CORPORATION			Ticker: PBKS	Annual Meeting Date: 05/18/2005
CUSIP: 743859100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

STONE ENERGY CORPORATION			Ticker: SGY	Annual Meeting Date: 05/18/2005
CUSIP: 861642106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

UICI			Ticker: UCI	Annual Meeting Date: 05/18/2005
CUSIP: 902737105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	RONALD L. JENSEN	For
	For	For	WILLIAM J. GEDWED	For
	For	For	GLENN W. REED	For
	For	For	RICHARD T. MOCKLER	For
	For	For	MURAL R. JOSEPHSON	For
	Withheld	For	R.H. MICK THOMPSON	Against
	For	For	DENNIS C. MCCUISTION	For
02	Against	For	ADOPT RESTRICTED STOCK AWARD PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

UNITED FIRE & CASUALTY COMPANY			Ticker: UFCS	Annual Meeting Date: 05/18/2005
CUSIP: 910331107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT NON-EMPLOYEE DIRECTOR PLAN	For
03	Against	For	AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED	Against
04	Against	For	TRANSACT OTHER BUSINESS	Against

WCI COMMUNITIES, INC.			Ticker: WCI	Annual Meeting Date: 05/18/2005
CUSIP: 92923C104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	CLASSIFY/STAGGER BOARD OF DIRECTORS	For
02			ELECTION OF DIRECTORS
	For	For	HILLIARD M. EURE, III	For
	Withheld	For	ALFRED HOFFMAN, JR.	Against
	For	For	STEWART TURLEY	For

AMERICAN FINANCIAL GROUP, INC.			Ticker: AFG	Annual Meeting Date: 05/19/2005
CUSIP: 025932104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	CARL H. LINDNER	For
	For	For	CARL H. LINDNER III	For
	For	For	S. CRAIG LINDNER	For
	For	For	THEODORE H. EMMERICH	For
	For	For	JAMES E. EVANS	For
	Withheld	For	TERRY S. JACOBS	Against
	For	For	WILLIAM R. MARTIN	For
	For	For	WILLIAM W. VERITY	For
	For	For	KENNETH C. AMBRECHT	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ATRION CORPORATION			Ticker: ATRI	Annual Meeting Date: 05/19/2005
CUSIP: 049904105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BORDERS GROUP, INC.			Ticker: BGP	Annual Meeting Date: 05/19/2005
CUSIP: 099709107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	JOEL J. COHEN	For
	For	For	GREGORY P. JOSEFOWICZ	For
	For	For	AMY B. LANE	For
	Withheld	For	VICTOR L. LUND	Against
	For	For	DR. EDNA GREENE MEDFORD	For
	For	For	LAWRENCE I. POLLOCK	For
	For	For	BETH M. PRITCHARD	For
02	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FNB FINANCIAL SERVICES CORPORATION			Ticker: FNBF	Annual Meeting Date: 05/19/2005
CUSIP: 302526108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against
03	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
04	Against	For	AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED	Against
05	For	For	APPROVE AND ADOPT REVISED ARTICLES OF ASSOCIATION	For

FREMONT GENERAL CORPORATION			Ticker: FMT	Annual Meeting Date: 05/19/2005
CUSIP: 357288109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

GIBRALTAR INDUSTRIES, INC.			Ticker:	Annual Meeting Date: 05/19/2005
CUSIP: 374689107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For

GREAT AMERICAN FINANCIAL RESOURCES,			Ticker: GFR	Annual Meeting Date: 05/19/2005
CUSIP: 389915109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	ROBERT A. ADAMS	Against
	For	For	KENNETH C. AMBRECHT	For
	For	For	RONALD G. JOSEPH	For
	For	For	JOHN T. LAWRENCE III	For
	Withheld	For	CARL H. LINDNER	Against
	Withheld	For	S. CRAIG LINDNER	Against
	For	For	WILLIAM R. MARTIN	For
	Withheld	For	CHARLES R. SCHEPER	Against
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

IDACORP, INC.			Ticker: IDA	Annual Meeting Date: 05/19/2005
CUSIP: 451107106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
04	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

K-SWISS INC.			Ticker: KSWS	Annual Meeting Date: 05/19/2005
CUSIP: 482686102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PERINI CORPORATION			Ticker: PCR	Annual Meeting Date: 05/19/2005
CUSIP: 713839108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
A	For	For	ELECTION OF DIRECTORS	For
B	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

R&B, INC.			Ticker: RBIN	Annual Meeting Date: 05/19/2005
CUSIP: 749124103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

TRIAD GUARANTY INC.			Ticker: TGIC	Annual Meeting Date: 05/19/2005
CUSIP: 895925105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

UNITED-GUARDIAN, INC.			Ticker: UG	Annual Meeting Date: 05/19/2005
CUSIP: 910571108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

WPS RESOURCES CORPORATION			Ticker: WPS	Annual Meeting Date: 05/19/2005
CUSIP: 92931B106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
04	For	For	AMEND OMNIBUS STOCK OPTION PLAN	For

YADKIN VALLEY BANK AND TRUST COMPANY				Ticker: YAVY	Annual Meeting Date: 05/19/2005
CUSIP: 984308106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal		For/Against Management
01	For	For	ELECTION OF DIRECTORS		For
02	For	For	AUTHORIZE DIRECTORS TO REPURCHASE SHARES		For

CAPITAL TITLE GROUP, INC.			Ticker: CTGI	Annual Meeting Date: 05/20/2005
CUSIP: 140919101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	DAVID C. DEWAR	For
	Withheld	For	TERRY S. JACOBS	Against
	For	For	BEN T. MORRIS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against

FBL FINANCIAL GROUP, INC.			Ticker: FFG	Annual Meeting Date: 05/20/2005
CUSIP: 30239F106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For
03	For	For	ADOPT OMNIBUS STOCK OPTION PLAN	For
04	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against
05	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SAFETY INSURANCE GROUP, INC.			Ticker: SAFT	Annual Meeting Date: 05/20/2005
CUSIP: 78648T100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

THE COMMERCE GROUP, INC.			Ticker: CGI	Annual Meeting Date: 05/20/2005
CUSIP: 200641108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

THE NAVIGATORS GROUP, INC.			Ticker: NAVG	Annual Meeting Date: 05/20/2005
CUSIP: 638904102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	H.J. MEMgmt RecommendationYN BLAKENEY	For
	For	For	PETER A. CHENEY	For
	For	For	TERENCE N. DEEKS	For
	For	For	ROBERT W. EAGER, JR.	For
	For	For	STANLEY A. GALANSKI	For
	For	For	LEANDRO S. GALBAN, JR.	For
	For	For	JOHN F. KIRBY	For
	Withheld	For	MARC M. TRACT	Against
	For	For	ROBERT F. WRIGHT	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

GREEN MOUNTAIN POWER CORPORATION			Ticker: GMP	Annual Meeting Date: 05/23/2005
CUSIP: 393154109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	APPROVE CHARTER AMENDMENT	For

SILGAN HOLDINGS INC.			Ticker: SLGN	Annual Meeting Date: 05/23/2005
CUSIP: 827048109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	D. GREG HORRIGAN	Against
	For	For	JOHN W. ALDEN	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SOURCECORP, INCORPORATED			Ticker: SRCP	Annual Meeting Date: 05/23/2005
CUSIP: 836167106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

DELPHI FINANCIAL GROUP, INC.			Ticker: DFG	Annual Meeting Date: 05/24/2005
CUSIP: 247131105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	Against
03	Against	For	APPROVE AUTHORIZED PREFERRED STOCK INCREASE	Against
04	Against	For	TRANSACT OTHER BUSINESS	Against

HARRINGTON WEST FINANCIAL GROUP, INC			Ticker: HWFG	Annual Meeting Date: 05/24/2005
CUSIP: 41383L104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	MISCELLANEOUS COMPENSATION PLANS	Against
03	Against	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Against

HECTOR COMMUNICATIONS CORP			Ticker: HCT	Annual Meeting Date: 05/24/2005
CUSIP: 422730101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

PAB BANKSHARES, INC.			Ticker: PAB	Annual Meeting Date: 05/24/2005
CUSIP: 69313P101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

TRICO BANCSHARES			Ticker: TCBK	Annual Meeting Date: 05/24/2005
CUSIP: 896095106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	WILLIAM J. CASEY	For
	For	For	DONALD J. AMARAL	For
	For	For	CRAIG S. COMPTON	For
	For	For	JOHN S.A. HASBROOK	For
	For	For	MICHAEL W. KOEHNEN	For
	Withheld	For	DONALD E. MURPHY	Against
	For	For	STEVE G. NETTLETON	For
	For	For	RICHARD P. SMITH	For
	For	For	CARROLL R. TARESH	For
	For	For	ALEX A. VERESCHAGIN JR.	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

UNITED INDUSTRIAL CORPORATION			Ticker: UIC	Annual Meeting Date: 05/24/2005
CUSIP: 910671106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

21ST CENTURY INSURANCE GROUP			Ticker: TW	Annual Meeting Date: 05/25/2005
CUSIP: 90130N103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BIOSCRIP, INC.			Ticker: BIOS	Annual Meeting Date: 05/25/2005
CUSIP: 09069N108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MAINSOURCE FINANCIAL GROUP, INC.			Ticker: MSFG	Annual Meeting Date: 05/25/2005
CUSIP: 56062Y102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

NYMAGIC, INC.			Ticker: NYM	Annual Meeting Date: 05/25/2005
CUSIP: 629484106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

P & F INDUSTRIES, INC.			Ticker: PFIN	Annual Meeting Date: 05/25/2005
CUSIP: 692830508

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Abstain	For	TRANSACT OTHER BUSINESS	Against

REWARDS NETWORK INC.			Ticker: IRN	Annual Meeting Date: 05/25/2005
CUSIP: 761557107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

SIERRA BANCORP			Ticker: BSRR	Annual Meeting Date: 05/25/2005
CUSIP: 82620P102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

WASTE INDUSTRIES USA, INC.			Ticker: WWIN	Annual Meeting Date: 05/25/2005
CUSIP: 941057101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	TRANSACT OTHER BUSINESS	Against

BANCFIRST CORPORATION			Ticker: BANF	Annual Meeting Date: 05/26/2005
CUSIP: 05945F103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

BJ’S WHOLESALE CLUB, INC.			Ticker: BJ	Annual Meeting Date: 05/26/2005
CUSIP: 05548J106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BROWN SHOE COMPANY, INC.			Ticker: BWS	Annual Meeting Date: 05/26/2005
CUSIP: 115736100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN	Against

CHIQUITA BRANDS INTERNATIONAL, INC.			Ticker: CQB	Annual Meeting Date: 05/26/2005
CUSIP: 170032809

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CONN’S INC.			Ticker: CONN	Annual Meeting Date: 05/26/2005
CUSIP: 208242107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	MAIN D. BRAILSFORD	For
	For	For	JON E.M. JACOBY	For
	For	For	BOB L. MARTIN	For
	For	For	SCOTT L. THOMPSON	For
	Withheld	For	WILLIAM T. TRAWICK	Against
02	For	For	AMEND EMPLOYMENT AGREEMENT	For

DUCKWALL-ALCO STORES, INC.			Ticker: DUCK	Annual Meeting Date: 05/26/2005
CUSIP: 264142100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

DUQUESNE LIGHT HOLDINGS, INC.			Ticker: DQE	Annual Meeting Date: 05/26/2005
CUSIP: 266233105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

EMC INSURANCE GROUP INC.			Ticker: EMCI	Annual Meeting Date: 05/26/2005
CUSIP: 268664109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	MARGARET A. BALL	Against
	For	For	GEORGE C. CARPENTER III	For
	For	For	DAVID J. FISHER	For
	Withheld	For	BRUCE G. KELLEY	Against
	Withheld	For	GEORGE W. KOCHHEISER	Against
	For	For	RAYMOND A. MICHEL	For
	Withheld	For	FREDRICK A. SCHIEK	Against
	For	For	JOANNE L. STOCKDALE	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FRESH BRANDS, INC.			Ticker: FRSH	Annual Meeting Date: 05/26/2005
CUSIP: 35803U108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	INCENTIVE STOCK OPTIONS	Against

KENNETH COLE PRODUCTIONS, INC.			Ticker: KCP	Annual Meeting Date: 05/26/2005
CUSIP: 193294105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	PAUL BLUM	Against
	For	For	KENNETH D. COLE	For
	For	For	ROBERT C. GRAYSON	For
	For	For	DENIS F. KELLY	For
	For	For	PHILIP B. MILLER	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MOD-PAC CORP.			Ticker: MPAC	Annual Meeting Date: 05/26/2005
CUSIP: 607495108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

NORTH VALLEY BANCORP			Ticker: NOVB	Annual Meeting Date: 05/26/2005
CUSIP: 66304M105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	CLASSIFY/STAGGER BOARD OF DIRECTORS	For

REX STORES CORPORATION			Ticker: RSC	Annual Meeting Date: 05/26/2005
CUSIP: 761624105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

TEXAS UNITED BANCSHARES, INC.			Ticker: TXUI	Annual Meeting Date: 05/26/2005
CUSIP: 882838105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

THE TALBOTS, INC.			Ticker: TLB	Annual Meeting Date: 05/26/2005
CUSIP: 874161102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	ARNOLD B. ZETCHER	Against
	For	For	JOHN W. GLEESON	For
	Withheld	For	YOICHI KIMURA	Against
	Withheld	For	MOTOYA OKADA	Against
	For	For	GARY M. PFEIFFER	For
	Withheld	For	SUSAN M. SWAIN	Against
	Withheld	For	TOSHIJI TOKIWA	Against
	Withheld	For	ISAO TSURUTA	Against
02	Against	For	ADOPT DIRECTOR STOCK OPTION PLAN	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

UNICO AMERICAN CORPORATION			Ticker: UNAM	Annual Meeting Date: 05/26/2005
CUSIP: 904607108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

UNIVERSAL AMERICAN FINANCIAL CORP.			Ticker: UHCO	Annual Meeting Date: 05/26/2005
CUSIP: 913377107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

YORK INTERNATIONAL CORPORATION			Ticker: YRK	Annual Meeting Date: 05/26/2005
CUSIP: 986670107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

FLAGSTAR BANCORP, INC.			Ticker: FBC	Annual Meeting Date: 05/27/2005
CUSIP: 337930101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	APPROVE AUTHORIZED COMMON & PREFERRED STOCK INCREASE	For
03	For	For	SET/CHANGE NUMBER OF DIRECTORS ON BOARD	For
04	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
05	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
06	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For
07	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

STEVEN MADDEN, LTD.			Ticker: SHOO	Annual Meeting Date: 05/27/2005
CUSIP: 556269108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	JAMIESON A. KARSON	For
	For	For	JEFFREY BIRNBAUM	For
	For	For	MARC COOPER	For
	For	For	HAROLD KAHN	For
	For	For	JOHN L. MADDEN	For
	Withheld	For	PETER MIGLIORINI	Against
	Withheld	For	THOMAS H. SCHWARTZ	Against
	For	For	AWADHESH SINHA	For
	For	For	WALTER YETNIKOFF	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
3A	Against	For	STOCK ISSUANCE	Against
3B	Against	For	STOCK ISSUANCE	Against

GREATER BAY BANCORP			Ticker: GBBK	Annual Meeting Date: 05/31/2005
CUSIP: 391648102
Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS	Against
02	For	For	INCENTIVE STOCK OPTIONS	For
03	For	For	INCENTIVE STOCK OPTIONS	For
04	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
05	For	Against	S/H PROPOSAL - PROXY PROCESS/STATEMENT	Against

BARNES & NOBLE, INC.			Ticker: BKS	Annual Meeting Date: 06/01/2005
CUSIP: 067774109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BOOKS-A-MILLION, INC.			Ticker: BAMM	Annual Meeting Date: 06/01/2005
CUSIP: 098570104

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS	Against
02	For	For	INCENTIVE STOCK OPTIONS	For

EXPONENT, INC.			Ticker: EXPO	Annual Meeting Date: 06/01/2005
CUSIP: 30214U102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HINES HORTICULTURE, INC.			Ticker: HORT	Annual Meeting Date: 06/01/2005
CUSIP: 433245107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

AFTERMARKET TECHNOLOGY CORP.			Ticker: ATAC	Annual Meeting Date: 06/02/2005
CUSIP: 008318107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

KELLWOOD COMPANY			Ticker: KWD	Annual Meeting Date: 06/02/2005
CUSIP: 488044108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	R. BAER	For
	For	For	K. DICKERSON	For
	Withheld	For	J. HUNTER	Against
	For	For	L. KATZEN	For
	For	For	J. PAGE	For
	For	For	H. WEINBERG	For
02	Against	For	ADOPT OMNIBUS STOCK OPTION PLAN	Against
03	Against	For	ADOPT NON-EMPLOYEE DIRECTOR PLAN	Against
04	Against	Against	MISCELLANEOUS SHAREHOLDER PROPOSAL	For

LANDRY’S RESTAURANTS, INC.			Ticker: LNY	Annual Meeting Date: 06/02/2005
CUSIP: 51508L103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

SILICON STORAGE TECHNOLOGY, INC.			Ticker: SSTI	Annual Meeting Date: 06/02/2005
CUSIP: 827057100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

STAGE STORES, INC.			Ticker: STGS	Annual Meeting Date: 06/02/2005
CUSIP: 85254C305

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

THE BUCKLE, INC.			Ticker: BKE	Annual Meeting Date: 06/02/2005
CUSIP: 118440106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	D. HIRSCHFELD	Against
	For	For	D. NELSON	For
	For	For	K. RHOADS	For
	Withheld	For	J. SHADA	Against
	For	For	R. CAMPBELL	For
	For	For	W. ORR	For
	For	For	R. TYSDAL	For
	For	For	B. FAIRFIELD	For
	For	For	B. HOBERMAN	For
	For	For	D. ROEHR	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For
04	Against	For	ADOPT RESTRICTED STOCK AWARD PLAN	Against
05	For	For	ADOPT RESTRICTED STOCK AWARD PLAN	For

CIMAREX ENERGY CO.			Ticker: XEC	Annual Meeting Date: 06/06/2005
CUSIP: 171798101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	APPROVE MERGER AGREEMENT	For
02	For	For	APPROVE AUTHORIZED COMMON STOCK INCREASE	For
03	For	For	APPROVE CHARTER AMENDMENT	For
04	Against	For	AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE SHARES	Against
05	For	For	ELECTION OF DIRECTORS	For
06	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

KIRKLAND’S, INC.			Ticker: KIRK	Annual Meeting Date: 06/06/2005
CUSIP: 497498105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

SHARPER IMAGE CORPORATION			Ticker: SHRP	Annual Meeting Date: 06/06/2005
CUSIP: 820013100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

INNODATA ISOGEN, INC.			Ticker: INOD	Annual Meeting Date: 06/07/2005
CUSIP: 457642205

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PDI, INC.			Ticker: PDII	Annual Meeting Date: 06/07/2005
CUSIP: 69329V100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

TECH DATA CORPORATION			Ticker: TECD	Annual Meeting Date: 06/07/2005
CUSIP: 878237106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND INCENTIVE STOCK OPTION PLAN	For

BLYTH, INC.			Ticker: BTH	Annual Meeting Date: 06/08/2005
CUSIP: 09643P108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BOSTON COMMUNICATIONS GROUP, INC.			Ticker: BCGI	Annual Meeting Date: 06/08/2005
CUSIP: 100582105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	INCENTIVE STOCK OPTIONS	Against
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

HASTINGS ENTERTAINMENT, INC.			Ticker: HAST	Annual Meeting Date: 06/08/2005
CUSIP: 418365102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND NON-EMPLOYEE DIRECTOR PLAN	Against

AMERICAN EQUITY INVESTMENT LIFE HLDG			Ticker: AEL	Annual Meeting Date: 06/09/2005
CUSIP: 025676206

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

PC CONNECTION, INC.			Ticker: PCCC	Annual Meeting Date: 06/09/2005
CUSIP: 69318J100

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	PATRICIA GALLUP	Against
	Withheld	For	DAVID HALL	Against
	For	For	BRUCE BARONE	For
	For	For	JOSEPH BAUTE	For
	Withheld	For	DAVID BEFFA-NEGRINI	Against
	Withheld	For	DONALD WEATHERSON	Against
02	For	For	AMEND STOCK PURCHASE PLAN TO INCREASE SHARES	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SCHEID VINEYARDS INC.			Ticker: SVIN	Annual Meeting Date: 06/09/2005
CUSIP: 806403101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Abstain	For	TRANSACT OTHER BUSINESS	Against

FEATHERLITE, INC.			Ticker: FTHR	Annual Meeting Date: 06/10/2005
CUSIP: 313054108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	SET/CHANGE NUMBER OF DIRECTORS ON BOARD	For
02	For	For	ELECTION OF DIRECTORS	For
03	Against	For	TRANSACT OTHER BUSINESS	Against

THE GYMBOREE CORPORATION			Ticker: GYMB	Annual Meeting Date: 06/13/2005
CUSIP: 403777105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

BON-TON STORES, INC.			Ticker: BONT	Annual Meeting Date: 06/14/2005
CUSIP: 09776J101

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

SHOE CARNIVAL, INC.			Ticker: SCVL	Annual Meeting Date: 06/14/2005
CUSIP: 824889109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	Withheld	For	J. WAYNE WEAVER	Against
	For	For	GERALD W. SCHOOR	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	Against	For	AMEND OMNIBUS STOCK OPTION PLAN	Against

STARTEK, INC.			Ticker: SRT	Annual Meeting Date: 06/14/2005
CUSIP: 85569C107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	AMEND STOCK OPTION PLAN TO INCREASE SHARES	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ADVANTA CORP.			Ticker: ADVNA	Annual Meeting Date: 06/15/2005
CUSIP: 007942105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

AMERICAN SHARED HOSPITAL SEMgmt RecommendationICES			Ticker: AMS	Annual Meeting Date: 06/16/2005
CUSIP: 029595105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CSK AUTO CORPORATION			Ticker: CAO	Annual Meeting Date: 06/16/2005
CUSIP: 125965103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

ENNIS, INC.			Ticker: EBF	Annual Meeting Date: 06/16/2005
CUSIP: 293389102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Abstain	For	TRANSACT OTHER BUSINESS	Against

FINLAY ENTERPRISES, INC.			Ticker: FNLY	Annual Meeting Date: 06/16/2005
CUSIP: 317884203

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01			ELECTION OF DIRECTORS
	For	For	ROHIT M. DESAI	For
	Withheld	For	MICHAEL GOLDSTEIN	Against
	For	For	THOMAS M. MURNANE	For

HERCULES INCORPORATED			Ticker: HPC	Annual Meeting Date: 06/16/2005
CUSIP: 427056106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MOVADO GROUP, INC.			Ticker: MOV	Annual Meeting Date: 06/16/2005
CUSIP: 624580106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

POMEROY IT SOLUTIONS, INC.			Ticker: PMRY	Annual Meeting Date: 06/16/2005
CUSIP: 731822102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	DIRECTOR STOCK OPTION PLAN	Against

TAYLOR CAPITAL GROUP, INC.			Ticker: TAYC	Annual Meeting Date: 06/16/2005
CUSIP: 876851106

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

ALLIED DEFENSE GROUP, INC.			Ticker: ADG	Annual Meeting Date: 06/17/2005
CUSIP: 019118108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE SHARES	Against

QAD INC.			Ticker: QADI	Annual Meeting Date: 06/21/2005
CUSIP: 74727D108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	Withheld	For	ELECTION OF DIRECTORS	Against
02	For	For	DECLASSIFY BOARD	For
03	Against	For	INCENTIVE STOCK OPTIONS	Against

GENESCO INC.			Ticker: GCO	Annual Meeting Date: 06/22/2005
CUSIP: 371532102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	ADOPT INCENTIVE STOCK OPTION PLAN	For
03	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

MAGMA DESIGN AUTOMATION, INC.			Ticker: LAVA	Special Meeting Date: 06/22/2005
CUSIP: 559181102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ASSETS	For

NATIONAL DENTEX CORPORATION			Ticker: NADXE	Special Meeting Date: 06/22/2005
CUSIP: 63563H109

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

PRE-PAID LEGAL SERVICES, INC.			Ticker: PPD	Annual Meeting Date: 06/22/2005
CUSIP: 740065107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For
03	For	For	APPROVE REVERSE STOCK SPLIT	For
04	For	For	VOTING RIGHTS	For
05	For	For	APPROVE CHARTER AMENDMENT	For

CHARMING SHOPPES, INC.			Ticker: CHRS	Annual Meeting Date: 06/23/2005
CUSIP: 161133103

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

AMERICAN GREETINGS CORPORATION			Ticker: AM	Annual Meeting Date: 06/24/2005
CUSIP: 026375105

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

NATIONAL WESTERN LIFE INSURANCE COMP			Ticker: NWLIA	Annual Meeting Date: 06/24/2005
CUSIP: 638522102

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

CHEROKEE INTERNATIONAL CORPORATION			Ticker: CHRK	Annual Meeting Date: 06/28/2005
CUSIP: 164450108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	For	For	RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	For

CLAIRE’S STORES, INC.			Ticker: CLE	Annual Meeting Date: 06/28/2005
CUSIP: 179584107

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For
02	Against	For	ADOPT INCENTIVE STOCK OPTION PLAN	Against
03	Against	Against	S/H PROPOSAL - NORTHERN IRELAND	For

PIER 1 IMPORTS, INC.			Ticker: PIR	Annual Meeting Date: 06/30/2005
CUSIP: 720279108

Proposal Number	Vote Cast	Mgmt Recommendation	Proposal	For/Against Management
01	For	For	ELECTION OF DIRECTORS	For

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)		Legg Mason Investors Trust, Inc.

By (Signature and Title)*			/s/ Mark R. Fetting

			Mark R. Fetting President of Legg Mason Investors Trust, Inc.

Date	August 25, 2005

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

Legg Mason Investors Trust Inactive N-PXAnnual report of proxy voting record

Washington, DC 20549

FORM N-PX