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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-PX

             ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number 811-00537
                                   ----------


FRANKLIN CUSTODIAN FUNDS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)


ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)


MURRAY L. SIMPSON, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
- --------------------------------------------------------------------------------
(Name and address of agent for service)

Registrant's telephone number, including area code: (650) 312-2000
                                                    ----------------

Date of fiscal year end:   9/30
                         -------

Date of reporting period: 6/30/04
                         ---------

ITEM 1. PROXY VOTING RECORD



============================ FRANKLIN DYNATECH FUND ============================


ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael R. Cannon         For       For        Management
1.2   Elect  Director Bruce R. Chizen           For       For        Management
1.3   Elect  Director James E. Daley            For       For        Management
1.4   Elect  Director Charles M. Geschke        For       Withhold   Management
1.5   Elect  Director Delbert W. Yocam          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Expense Stock Options                     Against   Against    Shareholder
4     Adopt a Plocy that will Committ           Against   Against    Shareholder
      Executives to Hold a Significant
      Percentage of their Shares
5     Ratify Auditors                           For       For        Management


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AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALCON INC

Ticker:       ACL            Security ID:  H01301102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2003 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF ALCON, INC. AND THE 2003
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC. AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND   For       For        Management
      PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE
      FINANCIAL YEAR 2003
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS
4     ELECTION TO THE BOARD OF DIRECTORS OF:    For       For        Management
      WERNER J. BAUER
5     ELECTION TO THE BOARD OF DIRECTORS OF:    For       For        Management
      FRANCISCO CASTANER
6     ELECTION TO THE BOARD OF DIRECTORS OF:    For       For        Management
      LODEWIJK J.R. DE VINK
7     ELECTION OF KPMG KLYNVELD PEAT MARWICK    For       For        Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
8     ELECTION OF ZENSOR REVISIONS AG, ZUG, AS  For       For        Management
      SPECIAL AUDITORS


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey P. Bezos          For       For        Management
1.2   Elect  Director Tom A. Alberg             For       For        Management
1.3   Elect  Director L. John Doerr             For       Withhold   Management
1.4   Elect  Director William B. Gordon         For       For        Management
1.5   Elect  Director Myrtle S. Potter          For       For        Management
1.6   Elect  Director Thomas O. Ryder           For       For        Management
1.7   Elect  Director Patricia Q. Stonesifer    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Jerry D. Choate           For       Withhold   Management
1.3   Elect  Director Frank C. Herringer        For       For        Management
1.4   Elect  Director Gilbert S. Omenn          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Glass Ceiling Report              Against   Against    Shareholder
4     Expense Stock Options                     Against   Against    Shareholder


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bradbury H. Anderson      For       For        Management
1.2   Elect  Director K.J. Higgins Victor       For       For        Management
1.3   Elect  Director Allen U. Lenzmeier        For       For        Management
1.4   Elect  Director Frank D. Trestman         For       For        Management
1.5   Elect  Director James C. Wetherbe         For       Withhold   Management
1.6   Elect  Director Ronald James              For       Withhold   Management
1.7   Elect  Director Matthew H. Paull          For       Withhold   Management
1.8   Elect  Director Mary A. Tolan             For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


- --------------------------------------------------------------------------------

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       Withhold   Management
1.2   Elect  Director John Major                For       Withhold   Management
1.3   Elect  Director Alan E. Ross              For       For        Management
1.4   Elect  Director Henry Samueli, Ph.D.      For       For        Management
1.5   Elect  Director Robert E. Switz           For       Withhold   Management
1.6   Elect  Director Werner F. Wolfen          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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C.H. ROBINSON WORLDWIDE, INC.

Ticker:       CHRW           Security ID:  12541W100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D.R. Verdoorn             For       For        Management
1.2   Elect  Director Michael W. Wickham        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHECK POINT SOFTWARE TECHNOLOGIES INC

Ticker:       CHKP           Security ID:  M22465104
Meeting Date: JUL 31, 2003   Meeting Type: Annual
Record Date:  JUN 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Gil Shwed, Marius Nacht, David      For       For        Management
      Rubner, Alex Serge Vieux, and Dr. Tal
      Shavit as Directors
2     Elect Irwin Federman and Ray Rothrock as  For       For        Management
      External Directors
3     Authorization for Chairman of the Board   For       For        Management
      to Serve as Chairman of the Board and
      Cheif Executive Officer
4     Accept Financial Statements for the Year  For       For        Management
      Ended December 31, 2002
5     Approve Kost Forer & Gabbay as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
6     Approve Options to Purchase Two Million   For       Against    Management
      Shares to Gil Shwed, Director and
      Officer, and One Million Shares to Marius
      Nacht, Director and Officer


- --------------------------------------------------------------------------------

CHECK POINT SOFTWARE TECHNOLOGIES INC

Ticker:       CHKP           Security ID:  M22465104
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For       For        Management
      DIRECTORS): (NOTE: DIRECTORS ARE ELECTED
      AS A GROUP, NOT INDIVIDUALLY): GIL SHWED,
      MARIUS NACHT, DAVID RUBNER, TAL SHAVIT.
2     TO RATIFY THE CONSOLIDATED FINANCIAL      For       For        Management
      STATEMENTS OF THE COMPANY FOR THE YEAR
      ENDED DECEMBER 31, 2003.
3     TO RATIFY THE APPOINTMENT AND             For       For        Management
      COMPENSATION OF THE COMPANY S INDEPENDENT
      PUBLIC ACCOUNTANTS.
4     TO APPROVE AMENDMENT TO DIRECTORS         For       Against    Management
      COMPENSATION.
5     TO APPROVE EXECUTIVE OFFICERS             For       Against    Management
      COMPENSATION.


- --------------------------------------------------------------------------------

CHIRON CORP.

Ticker:       CHIR           Security ID:  170040109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vaughn D. Bryson          For       For        Management
1.2   Elect  Director Pierre E. Douaze          For       For        Management
1.3   Elect  Director Edward E. Penhoet         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John B. Mccoy             For       For        Management
1.2   Elect  Director Thomas M. Coughlin        For       For        Management
1.3   Elect  Director Derek V. Smith            For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       Withhold   Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       Withhold   Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Dudley C. Mecum           For       For        Management
1.9   Elect  Director Richard D. Parsons        For       For        Management
1.10  Elect  Director Andrall E. Pearson        For       For        Management
1.11  Elect  Director Charles Prince            For       For        Management
1.12  Elect  Director Robert E. Rubin           For       For        Management
1.13  Elect  Director Franklin A. Thomas        For       For        Management
1.14  Elect  Director Sanford I. Weill          For       Withhold   Management
1.15  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan D. Feld              For       For        Management
1.2   Elect  Director Thomas O. Hicks           For       For        Management
1.3   Elect  Director Perry J. Lewis            For       For        Management
1.4   Elect  Director L. Lowry Mays             For       For        Management
1.5   Elect  Director Mark P. Mays              For       For        Management
1.6   Elect  Director Randall T. Mays           For       For        Management
1.7   Elect  Director B.J. Mccombs              For       For        Management
1.8   Elect  Director Phyllis B. Riggins        For       For        Management
1.9   Elect  Director Theordore H. Strauss      For       For        Management
1.10  Elect  Director J.C. Watts                For       For        Management
1.11  Elect  Director John H. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lakshmi Narayanan         For       For        Management
1.2   Elect  Director John E. Klein             For       For        Management
2     Increase Authorized Common Stock and      For       For        Management
      Eliminate Class of Common Stock
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Employee Stock Purchase Plan      For       Against    Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COGNOS INC.

Ticker:       CSN.           Security ID:  19244C109
Meeting Date: JUN 23, 2004   Meeting Type: Annual/Special
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert G. Ashe             For       For        Management
1.2   Elect Director John E. Caldwell           For       For        Management
1.3   Elect Director Paul D. Damp               For       For        Management
1.4   Elect Director Pierre Y. Ducros           For       For        Management
1.5   Elect Director Robert W. Korthals         For       For        Management
1.6   Elect Director John J. Rando              For       For        Management
1.7   Elect Director Bill V. Russell            For       For        Management
1.8   Elect Director James M. Tory              For       For        Management
1.9   Elect Director Renato Zambonini           For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management
3     Amend 2003 - 2008 Stock Option Plan       For       For        Management
4     Eliminate Class of Preferred Stock        For       For        Management


- --------------------------------------------------------------------------------

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irving W. Bailey, II       For       For        Management
1.2   Elect Director Stephen L. Baum            For       For        Management
1.3   Elect Director Rodney F. Chase            For       For        Management
1.4   Elect Director Van B. Honeycutt           For       For        Management
1.5   Elect Director William R. Hoover          For       For        Management
1.6   Elect Director Leon J. Level              For       For        Management
1.7   Elect Director Thomas A. McDonnell        For       For        Management
1.8   Elect Director F. Warren McFarlan         For       For        Management
1.9   Elect Director James R. Mellor            For       For        Management
1.10  Elect Director William P. Rutledge        For       For        Management


- --------------------------------------------------------------------------------

DELL INC.

Ticker:       DELL           Security ID:  247025109
Meeting Date: JUL 18, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael A. Miles           For       For        Management
1.2   Elect Director Alex J. Mandl              For       For        Management
1.3   Elect Director Morton L. Topfer           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Change Company Name                       For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philippe Bourguignon      For       For        Management
1.2   Elect  Director Thomas J. Tierney         For       For        Management
1.3   Elect  Director Margaret C. Whitman       For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Stock Option Plan                   For       Against    Management
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

ELECTRONIC ARTS, INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 31, 2003   Meeting Type: Annual
Record Date:  JUN 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Richard Asher           For       For        Management
1.2   Elect Director William J. Byron           For       For        Management
1.3   Elect Director Leonard S. Coleman         For       For        Management
1.4   Elect Director Gary M. Kusin              For       For        Management
1.5   Elect Director Gregory B. Maffei          For       For        Management
1.6   Elect Director Timothy Mott               For       For        Management
1.7   Elect Director Lawrence F. Probst III     For       For        Management
1.8   Elect Director Linda J. Srere             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

ENTERCOM COMMUNICATIONS CORP.

Ticker:       ETM            Security ID:  293639100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David J. Berkman          For       For        Management
1.2   Elect  Director Daniel E. Gold            For       For        Management
1.3   Elect  Director Joseph M. Field           For       For        Management
1.4   Elect  Director David J. Field            For       For        Management
1.5   Elect  Director John C. Donlevie          For       For        Management
1.6   Elect  Director Edward H. West            For       For        Management
1.7   Elect  Director Robert S. Wiesenthal      For       For        Management


- --------------------------------------------------------------------------------

ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irvine O. Hockaday, Jr.    For       For        Management
1.2   Elect Director Fred H. Langhammer         For       For        Management
1.3   Elect Director Rose Marie Bravo           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John McAdam                For       For        Management
1.2   Elect Director Alan J. Higginson          For       For        Management
2     Elect Director Rich Malone                For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry C. Duques           For       For        Management
1.2   Elect  Director Charles T. Fote           For       For        Management
1.3   Elect  Director Richard P. Kiphart        For       For        Management
1.4   Elect  Director Joan E. Spero             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Reelect Richard Sharp as Director         For       For        Management
2a    Reelect James Davidson as Director        For       For        Management
2b    Reelect Lip-Bu Tan as Director            For       For        Management
3     Reelect Patrick Foley as Director         For       For        Management
4     Reappoint Deloitte & Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
5     Amend 1997 Employee Share Purchase Plan   For       For        Management
6     Approve Issuance of Shares without        For       Against    Management
      Preemptive Rights
7     Approve Nonexecutive Directors' Fees      For       For        Management
8     Authorize Share Repurchase Program        For       Against    Management


- --------------------------------------------------------------------------------

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 16, 2004   Meeting Type: Written Consent
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
2.1   Elect  Director Herbert W. Boyer          For       For        Management
2.2   Elect  Director Arthur D. Levinson        For       For        Management
2.3   Elect  Director Mark Richmond             For       For        Management
2.4   Elect  Director Charles A. Sanders        For       Withhold   Management
2.5   Elect  Director William M. Burns          For       Withhold   Management
2.6   Elect  Director Erich Hunziker            For       For        Management
2.7   Elect  Director Jonathan K.C. Knowles     For       Withhold   Management
3     Elect Director  M. Burns                  For       None       Management
4     Elect Director Erich Hunziker             For       None       Management
5     Elect Director Jonathan K.C. Knowles      For       None       Management
6     Increase Authorized Common Stock          For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management
8     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Berg                 For       For        Management
1.2   Elect  Director Etienne F. Davignon       For       For        Management
1.3   Elect  Director James M. Denny            For       For        Management
1.4   Elect  Director John C. Martin            For       For        Management
1.5   Elect  Director Gordon E. Moore           For       For        Management
1.6   Elect  Director Nicholas G. Moore         For       For        Management
1.7   Elect  Director George P. Shultz          For       For        Management
1.8   Elect  Director Gayle E. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

IAC / INTERACTIVECORP

Ticker:       IACI           Security ID:  45840Q101
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard N. Barton         For       For        Management
1.2   Elect  Director Robert R. Bennett         For       For        Management
1.3   Elect  Director Edgar Bronfman, Jr.       For       Withhold   Management
1.4   Elect  Director Barry Diller              For       For        Management
1.5   Elect  Director Victor A. Kaufman         For       For        Management
1.6   Elect  Director Donald R. Keough          For       Withhold   Management
1.7   Elect  Director Marie-Josee Kravis        For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Steven Rattner            For       For        Management
1.10  Elect  Director Gen. H.N. Schwarzkopf     For       For        Management
1.11  Elect  Director Alan G. Spoon             For       For        Management
1.12  Elect  Director Diane Von Furstenberg     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       Withhold   Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       For        Management
1.6   Elect  Director Reed E. Hundt             For       Withhold   Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       Withhold   Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       Withhold   Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       Withhold   Management
1.11  Elect  Director Charles M. Vest           For       Withhold   Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Expense Stock Options                     Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Thomas Baker           For       For        Management
1.2   Elect  Director Neil Barsky               For       For        Management
1.3   Elect  Director Robert A. Bittman         For       For        Management
1.4   Elect  Director Richard R. Burt           For       For        Management
1.5   Elect  Director Leslie S. Heisz           For       For        Management
1.6   Elect  Director Robert A. Mathewson       For       For        Management
1.7   Elect  Director Thomas J. Matthews        For       For        Management
1.8   Elect  Director Robert Miller             For       For        Management
1.9   Elect  Director Frederick B. Rentschler   For       For        Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: JAN 26, 2004   Meeting Type: Special
Record Date:  DEC 19, 2003

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


- --------------------------------------------------------------------------------

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 24, 2003   Meeting Type: Annual
Record Date:  SEP 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James D. Plummer           For       For        Management
1.2   Elect Director Minoru Matsuda             For       For        Management
1.3   Elect Director Robert S. Attiyeh          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory L. Williams       For       For        Management
1.2   Elect  Director Richard M. Beyer          For       For        Management
1.3   Elect  Director Dr. Robert W. Conn        For       For        Management
1.4   Elect  Director James V. Diller           For       For        Management
1.5   Elect  Director Gary E. Gist              For       For        Management
1.6   Elect  Director Jan Peeters               For       For        Management
1.7   Elect  Director Robert N. Pokelwaldt      For       For        Management
1.8   Elect  Director James A. Urry             For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

INTUIT, INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen M. Bennett         For       For        Management
1.2   Elect Director Christopher W. Brody       For       Withhold   Management
1.3   Elect Director William V. Campbell        For       For        Management
1.4   Elect Director Scott D. Cook              For       For        Management
1.5   Elect Director L. John Doerr              For       For        Management
1.6   Elect Director Donna L. Dubinsky          For       Withhold   Management
1.7   Elect Director Michael R. Hallman         For       Withhold   Management
1.8   Elect Director Stratton D. Sclavos        For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

INVITROGEN CORP.

Ticker:       IVGN           Security ID:  46185R100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raymond V. Dittamore      For       For        Management
1.2   Elect  Director Bradley G. Lorimier       For       For        Management
1.3   Elect  Director David U'Prichard, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Amend Employee Stock Purchase Plan        For       Against    Management


- --------------------------------------------------------------------------------

JDS UNIPHASE CORP.

Ticker:       JDSU           Security ID:  46612J101
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Enos             For       For        Management
1.2   Elect Director Peter A. Guglielmi         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       Withhold   Management
1.5   Elect  Director M. Judah Folkman          For       Withhold   Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.a   Elect Director H. Raymond Bingham         For       For        Management
1.b   Elect Director Robert T. Bond             For       For        Management
1.c   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.d   Elect Director Michael E. Marks           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LAM RESEARCH CORP.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Jack R. Harris             For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       For        Management
1.2   Elect  Director Paul A. Gould             For       For        Management
1.3   Elect  Director John C. Malone            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LINEAR TECHNOLOGY CORP.

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Swanson, Jr.     For       For        Management
1.2   Elect Director David S. Lee               For       For        Management
1.3   Elect Director Leo T. McCarthy            For       For        Management
1.4   Elect Director Richard M. Moley           For       For        Management
1.5   Elect Director Thomas S. Volpe            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MCKESSON CORP.

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:  JUN 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alton F. Irby III          For       For        Management
1.2   Elect Director James V. Napier            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 28, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


- --------------------------------------------------------------------------------

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       For        Management
1.2   Elect  Director H. Laurence Fuller        For       Withhold   Management
1.3   Elect  Director Judy Lewent               For       For        Management
1.4   Elect  Director Walter Massey             For       For        Management
1.5   Elect  Director Nicholas Negroponte       For       For        Management
1.6   Elect  Director Indra Nooyi               For       For        Management
1.7   Elect  Director John Pepper, Jr.          For       For        Management
1.8   Elect  Director Samuel Scott III          For       For        Management
1.9   Elect  Director Douglas Warner III        For       For        Management
1.10  Elect  Director John White                For       Withhold   Management
1.11  Elect  Director Mike Zafirovski           For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

NEWS CORPORATION LTD.

Ticker:       NWS            Security ID:  652487703
Meeting Date: OCT 15, 2003   Meeting Type: Annual
Record Date:  OCT 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Lachlan Murdoch as Director         For       For        Management
2     Elect Thomas Perkins as Director          For       For        Management
3     Elect Stanley Shuman as Director          For       For        Management
4     Elect Arthur Siskind as Director          For       For        Management
5     Approve Stock Option Plan Grants to       For       Against    Management
      Executive Directors
6     Approve Remuneration of Directors in the  For       For        Management
      Amount of Up to AUD 1.85 Million


- --------------------------------------------------------------------------------

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management
      BALANCE SHEETS.
2     APPROVAL OF A DIVIDEND OF EUR 0.30 PER    For       For        Management
      SHARE.
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
4.1   Elect  Director Paul J. Collins           For       For        Management
4.2   Elect  Director Georg Ehrnrooth           For       For        Management
4.3   Elect  Director Bengt Holmstrom           For       For        Management
4.4   Elect  Director Per Karlsson              For       For        Management
4.5   Elect  Director Jorma Ollila              For       For        Management
4.6   Elect  Director Marjorie Scardino         For       For        Management
4.7   Elect  Director Vesa Vainio               For       For        Management
4.8   Elect  Director Arne Wessberg             For       For        Management
5     Ratify Auditors                           For       For        Management
6     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      REDUCE THE SHARE CAPITAL THROUGH
      CANCELLATION OF NOKIA SHARES HELD BY THE
      COMPANY
7     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO INCREASE THE SHARE CAPITAL OF
      THE COMPANY.
8     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO REPURCHASE NOKIA SHARES.
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO DISPOSE NOKIA SHARES HELD BY THE
      COMPANY.
10    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      INCREASE THE CAPITAL OF THE FOUNDATION OF
      NOKIA CORPORATION.
11    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
      ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
      NOKIA CORPORATION, TO AUTHORIZE ANY OF
      THEM (WITH FULL POWER OF SUBSTITUTION) TO
      VOTE, IN THEIR DISCR


- --------------------------------------------------------------------------------

NOVELLUS SYSTEMS, INC.

Ticker:       NVLS           Security ID:  670008101
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard S. Hill           For       For        Management
1.2   Elect  Director Neil R. Bonke             For       For        Management
1.3   Elect  Director Youssef A. El-Mansy       For       For        Management
1.4   Elect  Director J. David Litster          For       For        Management
1.5   Elect  Director Yoshio Nishi              For       For        Management
1.6   Elect  Director Glen G. Possley           For       For        Management
1.7   Elect  Director Ann D. Rhoads             For       For        Management
1.8   Elect  Director William R. Spivey         For       For        Management
1.9   Elect  Director Delbert A. Whitaker       For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Provision of Non-Audit Services by        Against   For        Shareholder
      Independent Auditors
4     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

OMNIVISION TECHNOLOGIES, INC.

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

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


- --------------------------------------------------------------------------------

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       Withhold   Management
1.2   Elect Director Donald L. Lucas            For       Withhold   Management
1.3   Elect Director Michael J. Boskin          For       Withhold   Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       Withhold   Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       Withhold   Management
1.9   Elect Director Joseph A. Grundfest        For       Withhold   Management
1.10  Elect Director H. Raymond Bingham         For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 2, 2003    Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Thomas Golisano         For       For        Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director G. Thomas Clark            For       For        Management
1.4   Elect Director David J. S. Flaschen       For       For        Management
1.5   Elect Director Phillip Horsley            For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director J. Robert Sebo             For       For        Management
1.8   Elect Director Joseph M. Tucci            For       For        Management


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelia A. Coffman         For       For        Management
1.2   Elect  Director Raymond V. Dittamore      For       For        Management
1.3   Elect  Director Irwin Mark Jacobs         For       For        Management
1.4   Elect  Director Richard Sulpizio          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       For        Management
A.2   Elect Director William H. Gray, III       For       Withhold   Management
A.3   Elect Director William T. McCormick, Jr.  For       For        Management
A.4   Elect Director Keith D. Nosbusch          For       For        Management
B     Ratify Auditors                           For       For        Management
C     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       Against    Management
1.2   Elect  Director J.S. Gorelick             For       Against    Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


- --------------------------------------------------------------------------------

SIGMA-ALDRICH CORP.

Ticker:       SIAL           Security ID:  826552101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nina V. Fedoroff          For       For        Management
1.2   Elect  Director David R. Harvey           For       For        Management
1.3   Elect  Director W. Lee McCollum           For       For        Management
1.4   Elect  Director William C. O'Neil, Jr.    For       For        Management
1.5   Elect  Director J. Pedro Reinhard         For       For        Management
1.6   Elect  Director Jerome W. Sandweiss       For       For        Management
1.7   Elect  Director D. Dean Spatz             For       For        Management
1.8   Elect  Director Barrett A. Toan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

STERIS CORP.

Ticker:       STE            Security ID:  859152100
Meeting Date: JUL 25, 2003   Meeting Type: Annual
Record Date:  MAY 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Hardis          For       For        Management
1.2   Elect Director Raymond A. Lancaster       For       For        Management
1.3   Elect Director J.B. Richey                For       For        Management
1.4   Elect Director Les C. Vinney              For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

STORAGE TECHNOLOGY CORP.

Ticker:       STK            Security ID:  862111200
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       Withhold   Management
1.2   Elect  Director Charles E. Foster         For       For        Management
1.3   Elect  Director Mercedes Johnson          For       Withhold   Management
1.4   Elect  Director William T. Kerr           For       For        Management
1.5   Elect  Director Robert E. Lee             For       For        Management
1.6   Elect  Director Patrick J. Martin         For       For        Management
1.7   Elect  Director Judy C. Odom              For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder


- --------------------------------------------------------------------------------

STRYKER CORP.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Brown             For       For        Management
1.2   Elect  Director Howard E. Cox, Jr.        For       For        Management
1.3   Elect  Director Donald M. Engelman, Ph.D. For       Withhold   Management
1.4   Elect  Director Jerome H. Grossman, M.D.  For       For        Management
1.5   Elect  Director John S. Lillard           For       For        Management
1.6   Elect  Director William U. Parfet         For       Withhold   Management
1.7   Elect  Director Ronda E. Stryker          For       For        Management
2     Increase Authorized Common Stock          For       Against    Management


- --------------------------------------------------------------------------------

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott G. McNealy           For       For        Management
1.2   Elect Director James L. Barksdale         For       For        Management
1.3   Elect Director L. John Doerr              For       For        Management
1.4   Elect Director Robert J. Fisher           For       For        Management
1.5   Elect Director Michael E. Lehman          For       For        Management
1.6   Elect Director Robert L. Long             For       For        Management
1.7   Elect Director M. Kenneth Oshman          For       For        Management
1.8   Elect Director Naomi O. Seligman          For       For        Management
1.9   Elect Director Lynn E. Turner             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tania Amochaev             For       For        Management
1.2   Elect Director William Coleman            For       For        Management
1.3   Elect Director Dr. Per-Kristian Halvorsen For       For        Management
1.4   Elect Director David Mahoney              For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director Bill Owens                 For       For        Management
1.7   Elect Director George Reyes               For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Mulroney          For       Withhold   Management
1.2   Elect  Director Patricia S. Wolpert       For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER
      31, 2003 AND THE CONSOLIDATED STATEMENTS.
2     TO APPROVE THE BOARD OF DIRECTORS         For       For        Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2003, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.44 (APPROXIMATELY
      US$0.322) PER ORDINARY SHARE, BE DECLARED
      FINAL.
3     TO ELECT ABRAHAM E. COHEN TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
4     TO ELECT LESLIE DAN TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
5     TO ELECT PROF. MEIR HETH TO SERVE FOR A   For       For        Management
      THREE-YEAR TERM.
6     TO ELECT PROF. MOSHE MANY TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
7     TO ELECT DOV SHAFIR TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
8     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       For        Management
      OFFICER S LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY.
9     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2003   Meeting Type: Special
Record Date:  SEP 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. Shalev as an External Director   For       For        Management
2     Approve Increase in Remuneration of       For       For        Management
      Directors other than the Chairman


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Barksdale        For       For        Management
1.2   Elect  Director Stephen F. Bollenbach     For       For        Management
1.3   Elect  Director Stephen M. Case           For       Withhold   Management
1.4   Elect  Director Frank J. Caufield         For       For        Management
1.5   Elect  Director Robert C. Clark           For       For        Management
1.6   Elect  Director Miles R. Gilburne         For       Withhold   Management
1.7   Elect  Director Carla A. Hills            For       Withhold   Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Michael A. Miles          For       For        Management
1.10  Elect  Director Kenneth J. Novack         For       Withhold   Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director R. E. Turner              For       For        Management
1.13  Elect  Director Francis T. Vincent, Jr.   For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Adopt China Principles                    Against   Against    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       Against    Management
1.5   Elect  Director Bruce S. Gordon           For       Against    Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       Against    Management
1.8   Elect  Director H. Carl Mccall            For       Against    Management
1.9   Elect  Director Brendan R. O'Neill        For       Against    Management
1.10  Elect  Director Sandra S. Wijnberg        For       Against    Management
1.11  Elect  Director Jerome B. York            For       Against    Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       Against    Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director James P. Kelly            For       For        Management
1.4   Elect  Director Ann M. Livermore          For       For        Management
1.5   Elect  Director Gary E. MacDougal         For       For        Management
1.6   Elect  Director Victor A. Pelson          For       For        Management
1.7   Elect  Director Lea N. Soupata            For       For        Management
1.8   Elect  Director Robert M. Teeter          For       Withhold   Management
1.9   Elect  Director John W. Thompson          For       For        Management
1.10  Elect  Director Carol B. Tome             For       For        Management
2     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Ballard, Jr.   For       Withhold   Management
1.2   Elect  Director Richard T. Burke          For       For        Management
1.3   Elect  Director Stephen J. Hemsley        For       For        Management
1.4   Elect  Director Donna E. Shalala          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: JUN 10, 2004   Meeting Type: Special
Record Date:  APR 12, 2004

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


- --------------------------------------------------------------------------------

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES,  INC.

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

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


- --------------------------------------------------------------------------------

WATERS CORP.

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joshua Bekenstein         For       For        Management
1.2   Elect  Director M.J. Berendt, Ph.D.       For       For        Management
1.3   Elect  Director Douglas A. Berthiaume     For       For        Management
1.4   Elect  Director Philip Caldwell           For       For        Management
1.5   Elect  Director Edward Conard             For       For        Management
1.6   Elect  Director L.H. Glimcher, M.D.       For       For        Management
1.7   Elect  Director William J. Miller         For       For        Management
1.8   Elect  Director Thomas P. Salice          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry S. Semel            For       Withhold   Management
1.2   Elect  Director Jerry Yang                For       Withhold   Management
1.3   Elect  Director Roy J. Bostock            For       Withhold   Management
1.4   Elect  Director Ronald W. Burkle          For       Withhold   Management
1.5   Elect  Director Eric Hippeau              For       Withhold   Management
1.6   Elect  Director Arthur H. Kern            For       Withhold   Management
1.7   Elect  Director Robert A. Kotick          For       Withhold   Management
1.8   Elect  Director Edward R. Kozel           For       Withhold   Management
1.9   Elect  Director Gary L. Wilson            For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: JUL 22, 2003   Meeting Type: Special
Record Date:  JUN 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


- --------------------------------------------------------------------------------

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry C. Glasscock        For       Withhold   Management
1.2   Elect  Director John L. McGoldrick        For       Withhold   Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
3     Ratify Auditors                           Against   For        Shareholder




============================= FRANKLIN GROWTH FUND =============================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Withhold   Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director W. James McNerney, Jr.    For       For        Management
1.4   Elect  Director Kevin W. Sharer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

ADVANCED MEDICAL OPTICS INC

Ticker:       AVO            Security ID:  00763M108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Grant             For       Withhold   Management
1.2   Elect  Director Christopher Chavez        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AIR FRANCE

Ticker:                      Security ID:  009119108
Meeting Date: JUN 24, 2004   Meeting Type: Special
Record Date:  JUN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ELECTION OF JEAN-CYRIL    For       Against    Management
      SPINETTA AS DIRECTOR.
2     APPROVAL OF THE ELECTION OF JEAN-FRANCOIS For       Against    Management
      DEHECQ AS DIRECTOR.
3     APPROVAL OF THE ELECTION OF PIERRE        For       Against    Management
      RICHARD AS DIRECTOR.
4     APPROVAL OF THE ELECTION OF JEAN-MARC     For       Against    Management
      ESPALIOUX AS DIRECTOR.
5     APPROVAL OF THE ELECTION OF PATRICIA      For       Against    Management
      BARBIZET AS DIRECTOR.
6     APPROVAL OF THE ELECTION OF LEO M. VAN    For       Against    Management
      WIJK AS DIRECTOR.
7     APPROVAL OF THE ELECTION OF FLORIS        For       Against    Management
      MALJERS AS DIRECTOR.
8     APPROVAL OF THE ELECTION OF CORNELIS J.A. For       Against    Management
      VAN LEDE AS DIRECTOR.
9     APPROVAL OF THE ELECTION OF WILLIAM F.    For       Against    Management
      DUISENBERG AS DIRECTOR.
10    APPROVAL OF THE FIXING OF DIRECTORS       For       For        Management
      FEES.
11    APPROVAL TO GRANT THE BOARD OF DIRECTORS  For       For        Management
      AND OTHER PARTIES IDENTIFIED IN THE
      NOTICE OF MEETING, POWER TO PERFORM ALL
      FORMALITIES REQUIRED AS A RESULT OF THE
      ADOPTION OF THE RESOLUTIONS.


- --------------------------------------------------------------------------------

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Douglas Ford            For       For        Management
1.2   Elect Director James F. Hardymon          For       For        Management
1.3   Elect Director Paula G. Rosput            For       For        Management
1.4   Elect Director Lawrason D. Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALASKA AIR GROUP, INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 18, 2004   Meeting Type: Proxy Contest
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William S. Ayer           For       For        Management
1.2   Elect  Director Dennis F. Madsen          For       For        Management
1.3   Elect  Director R. Marc Langland          For       For        Management
1.4   Elect  Director John V. Rindlaub          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Amend By Laws to Adopt Policy for         Against   Against    Shareholder
      Shareholder Proposals or Director
      Elections
6     Amend By Laws to Adopt Policy on Lead     Against   Against    Shareholder
      Independent Director
7     Amend By Laws to Adopt Policy on          Against   For        Shareholder
      Independent Chairman of the Board
8     Provide for Confidential Voting           Against   Against    Shareholder
9     Adopt Report on Employee Stock Ownership  Against   Against    Shareholder
10    Restore or Provide for Cumulative Voting  Against   For        Shareholder
1.1   Elect Directors Richard D. Foley          For       Abstain    Management
1.2   Elect Directors Stephen Nieman            For       Abstain    Management
1.3   Elect Directors Robert C. Osborne         For       Abstain    Management
1.4   Elect Directors Terry K. Dayton           For       Abstain    Management
2     Approve Omnibus Stock Plan                Against   Abstain    Management
3     Adopt Simple Majority Vote Requirement    For       Abstain    Shareholder
4     Submit Shareholder Rights Plan (Poison    For       Abstain    Shareholder
      Pill) to Shareholder Vote
5     Amend By Laws to Adopt Policy for         For       Abstain    Shareholder
      Shareholder Proposals or Director
      Elections
6     Amend Bylaws to Adopt Policy on Lead      For       Abstain    Shareholder
      Independent Director
7     Amend Bylaws to Adopt Policy on           For       Abstain    Shareholder
      Independent Chairman of the Board
8     Provide for Confidential Voting           For       Abstain    Shareholder
9     Adopt Report on Employee Stock Ownership  For       Abstain    Shareholder
10    Provide for Cumulative Voting             For       Abstain    Shareholder
11    Amend Bylaws to Establish New Election    For       Abstain    Shareholder
      Standards
12    Amend Bylaws Regarding Majority Votes     For       Abstain    Shareholder


- --------------------------------------------------------------------------------

ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Handel E. Evans           For       Withhold   Management
1.2   Elect  Director Michael R. Gallagher      For       Withhold   Management
1.3   Elect  Director Gavin S. Herbert          For       For        Management
1.4   Elect  Director Stephen J. Ryan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

AMERICAN POWER CONVERSION CORP.

Ticker:       APCC           Security ID:  029066107
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Rodger B. Dowdell, Jr.    For       For        Management
2.2   Elect  Director Emanuel E. Landsman       For       Withhold   Management
2.3   Elect  Director Neil E. Rasmussen         For       For        Management
2.4   Elect  Director Ervin F. Lyon             For       For        Management
2.5   Elect  Director James D. Gerson           For       For        Management
2.6   Elect  Director John G. Kassakian         For       For        Management
2.7   Elect  Director John F. Keane, Sr.        For       Withhold   Management
2.8   Elect  Director Ellen B. Richstone        For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Jerry D. Choate           For       Withhold   Management
1.3   Elect  Director Frank C. Herringer        For       For        Management
1.4   Elect  Director Gilbert S. Omenn          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Glass Ceiling Report              Against   Against    Shareholder
4     Expense Stock Options                     Against   Against    Shareholder


- --------------------------------------------------------------------------------

AMR CORP.

Ticker:       AMR            Security ID:  001765106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard J. Arpey           For       For        Management
1.2   Elect  Director John W. Bachmann          For       For        Management
1.3   Elect  Director David L. Boren            For       For        Management
1.4   Elect  Director Edward A. Brennan         For       For        Management
1.5   Elect  Director Armando M. Codina         For       For        Management
1.6   Elect  Director Earl G. Graves            For       For        Management
1.7   Elect  Director Ann McLaughlin Korologos  For       For        Management
1.8   Elect  Director Michael A. Miles          For       For        Management
1.9   Elect  Director Philip J. Purcell         For       Withhold   Management
1.10  Elect  Director Joe M. Rodgers            For       For        Management
1.11  Elect  Director Judith Rodin, Ph.D.       For       For        Management
1.12  Elect  Director Roger T. Staubach         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Affirm Nonpartisan Political Policy       Against   Against    Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

APPLE COMPUTER, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William V. Campbell       For       For        Management
1.2   Elect  Director Millard S. Drexler        For       For        Management
1.3   Elect  Director Albert A. Gore, Jr.       For       For        Management
1.4   Elect  Director Steven P. Jobs            For       For        Management
1.5   Elect  Director Arthur D. Levinson        For       For        Management
1.6   Elect  Director Jerome B. York            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

ARVINMERITOR, INC.

Ticker:       ARM            Security ID:  043353101
Meeting Date: FEB 18, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rhonda L. Brooks as Class  For       For        Management
      I Director
1.2   Elect Director William R. Newlin as Class For       For        Management
      I Director
1.3   Elect Director Terrence E. O'Rourke as    For       For        Management
      Class I Director
1.4   Elect Director Larry D. Yost as Class I   For       For        Management
      Director
1.5   Elect Director Richard W. Hanselman as    For       For        Management
      Class II Director
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Joseph A. Califano, Jr.    For       For        Management
1.5   Elect Director Leon G. Cooperman          For       For        Management
1.6   Elect Director Ann Dibble Jordan          For       For        Management
1.7   Elect Director Harvey M. Krueger          For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Henry Taub                 For       For        Management
1.10  Elect Director Arthur F. Weinbach         For       For        Management
1.11  Elect Director Josh S. Weston             For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Outside Director Stock Awards in  For       For        Management
      Lieu of Cash
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVERY DENNISON CORP.

Ticker:       AVY            Security ID:  053611109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors Philip M. Neal           For       For        Management
1.2   Elect  Directors Frank V. Cahouet         For       For        Management
1.3   Elect  Directors Peter W. Mullin          For       Withhold   Management
1.4   Elect  Directors Bruce E. Karatz          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


- --------------------------------------------------------------------------------

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Forsyth           For       For        Management
1.2   Elect  Director Gail D. Fosler            For       For        Management
1.3   Elect  Director Carole J. Uhrich          For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John H. Biggs             For       For        Management
1.2   Elect  Director John E. Bryson            For       For        Management
1.3   Elect  Director Linda Z. Cook             For       For        Management
1.4   Elect  Director Rozanne L. Ridgway        For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Adopt Amended Workplace Code of Conduct   Against   Against    Shareholder
6     Declassify the Board of Directors         Against   For        Shareholder
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Adopt a Policy that will Commit Executive Against   Against    Shareholder
      & Directors to Hold at least 75% of their
      Shares
10    Provide Employees Choice of Pension Plans Against   Against    Shareholder
      at Retirement or Termination


- --------------------------------------------------------------------------------

BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.PP          Security ID:  055622104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lord Browne               For       For        Management
1.2   Elect  Director Dr B E Grote              For       For        Management
1.3   Elect  Director Mr H M P Miles            For       For        Management
1.4   Elect  Director Sir Robin Nicholson       For       For        Management
1.5   Elect  Director Mr R L Olver              For       For        Management
1.6   Elect  Director Sir Ian Prosser           For       For        Management
2     TO ELECT MR A BURGMANS AS A DIRECTOR      For       For        Management
3     Ratify Auditors                           For       For        Management
4     TO AMEND THE ARTICLES OF ASSOCIATION OF   For       For        Management
      THE COMPANY
5     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
6     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
7     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
8     TO AUTHORISE THE USE OF TREASURY SHARES   For       For        Management
      FOR EMPLOYEE SHARE SCHEMES
9     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
10    TO DETERMINE THE LIMIT FOR THE AGGREGATE  For       For        Management
      REMUNERATION OF THE NON-EXECUTIVE
      DIRECTORS
11    TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS
12    SPECIAL SHAREHOLDER RESOLUTION: TO        Against   Against    Shareholder
      INSTRUCT THE COMPANY TO PREPARE A REPORT
      MAKING CERTAIN DISCLOSURES ON MATTERS OF
      CONTROL AND RISK IN PROTECTED AND
      SENSITIVE AREAS


- --------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


- --------------------------------------------------------------------------------

BRITISH AIRWAYS PLC

Ticker:       BAB            Security ID:  110419306
Meeting Date: JUL 15, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Amend Articles of Association Re:         For       For        Management
      Remuneration Report
4     Reelect Rod Eddington as Director         For       For        Management
5     Reelect Martin Broughton as Director      For       For        Management
6     Reelect Baroness O'Cathain as Director    For       For        Management
7     Reelect Martin Read as Director           For       For        Management
8     Ratify Ernst and Young LLP as Auditors    For       For        Management
9     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
10    Authorize Company to Carry Out Rights     For       For        Management
      Issues up to Aggregate Nominal Amount of
      GBP 89 Million and to Carry Out Limited
      Issuance without Preemptive Rights up to
      Aggregate Nominal Amount of GBP 13.5
      Million


- --------------------------------------------------------------------------------

CANADIAN PACIFIC RAILWAY LTD (FORMERLY CANADIAN PACIFIC LTD.

Ticker:       CP.            Security ID:  13645T100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Stephen Bachand as a Director       For       For        Management
1.2   Elect John Cleghorn as a Director         For       For        Management
1.3   Elect Tim Faithfull as a Director         For       For        Management
1.4   Elect Jacques Lamarre as a Director       For       Withhold   Management
1.5   Elect James Newall as a Director          For       For        Management
1.6   Elect Dr. James Nininger as a Director    For       For        Management
1.7   Elect Madeleine Paquin as a Director      For       For        Management
1.8   Elect Michael Phelps as a Director        For       Withhold   Management
1.9   Elect Roger Phillips as a Director        For       For        Management
1.10  Elect Robert Ritchie as a Director        For       For        Management
1.11  Elect Michael Wright as a Director        For       For        Management
2     Appoint PricewaterhouseCoopers LLP as     For       For        Management
      Auditors


- --------------------------------------------------------------------------------

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dave Bing                  For       For        Management
1.2   Elect Director John F. Finn               For       For        Management
1.3   Elect Director John F. Havens             For       For        Management
1.4   Elect Director David W. Raisbeck          For       For        Management
1.5   Elect Director Robert D. Walter           For       For        Management


- --------------------------------------------------------------------------------

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAR 22, 2004   Meeting Type: Special
Record Date:  FEB 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Approve Issuance of Stock in Connection   For       For        Management
      with Merger Agreement
3     Increase Authorized Preferred Stock       For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Allow Postponement or Adjournment of      For       For        Management
      Special Meeting


- --------------------------------------------------------------------------------

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin M. Banks            For       For        Management
1.2   Elect  Director Colleen C. Welch, Ph.D.   For       For        Management
1.3   Elect  Director Roger L. Headrick         For       For        Management
1.4   Elect  Director Jean-Pierre Millon        For       For        Management


- --------------------------------------------------------------------------------

CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Baroness Hogg             For       For        Management
1.8   Elect  Director A. Kirk Lanterman         For       For        Management
1.9   Elect  Director Modesto A. Maidique       For       For        Management
1.10  Elect  Director John P. Mcnulty           For       For        Management
1.11  Elect  Director Peter Ratcliffe           For       For        Management
1.12  Elect  Director Sir John Parker           For       For        Management
1.13  Elect  Director Stuart Subotnick          For       For        Management
1.14  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE THE REMUNERATION OF
      THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL PERIOD
      ENDED NOVEMBER 30, 2003.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC
      SHARES.


- --------------------------------------------------------------------------------

CERTEGY INC

Ticker:       CEY            Security ID:  156880106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Hunt             For       Withhold   Management
1.2   Elect  Director Phillip B. Lassiter       For       For        Management
1.3   Elect  Director Kathy Brittain White      For       For        Management


- --------------------------------------------------------------------------------

CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John B. Mccoy             For       For        Management
1.2   Elect  Director Thomas M. Coughlin        For       For        Management
1.3   Elect  Director Derek V. Smith            For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan D. Feld              For       For        Management
1.2   Elect  Director Thomas O. Hicks           For       For        Management
1.3   Elect  Director Perry J. Lewis            For       For        Management
1.4   Elect  Director L. Lowry Mays             For       For        Management
1.5   Elect  Director Mark P. Mays              For       For        Management
1.6   Elect  Director Randall T. Mays           For       For        Management
1.7   Elect  Director B.J. Mccombs              For       For        Management
1.8   Elect  Director Phyllis B. Riggins        For       For        Management
1.9   Elect  Director Theordore H. Strauss      For       For        Management
1.10  Elect  Director J.C. Watts                For       For        Management
1.11  Elect  Director John H. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irving W. Bailey, II       For       For        Management
1.2   Elect Director Stephen L. Baum            For       For        Management
1.3   Elect Director Rodney F. Chase            For       For        Management
1.4   Elect Director Van B. Honeycutt           For       For        Management
1.5   Elect Director William R. Hoover          For       For        Management
1.6   Elect Director Leon J. Level              For       For        Management
1.7   Elect Director Thomas A. McDonnell        For       For        Management
1.8   Elect Director F. Warren McFarlan         For       For        Management
1.9   Elect Director James R. Mellor            For       For        Management
1.10  Elect Director William P. Rutledge        For       For        Management


- --------------------------------------------------------------------------------

CONEXANT SYSTEMS, INC.

Ticker:       CNXT           Security ID:  207142100
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4.1   Elect  Director Donald R. Beall           For       Withhold   Management
4.2   Elect  Director Balakrishnan S. Iyer      For       Withhold   Management
4.3   Elect  Director Jerre L. Stead            For       Against    Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CONTINENTAL AIRLINES, INC.

Ticker:       CAL            Security ID:  210795308
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  FEB 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Barrack, Jr.    For       Withhold   Management
1.2   Elect  Director Gordon M. Bethune         For       For        Management
1.3   Elect  Director Kirbyjon H. Caldwell      For       Withhold   Management
1.4   Elect  Director Lawrence W. Kellner       For       For        Management
1.5   Elect  Director Douglas H. Mccorkindale   For       For        Management
1.6   Elect  Director Henry L. Meyer III        For       Withhold   Management
1.7   Elect  Director George G. C. Parker       For       Withhold   Management
1.8   Elect  Director Karen Hastie Williams     For       Withhold   Management
1.9   Elect  Director Ronald B. Woodard         For       For        Management
1.10  Elect  Director Charles A. Yamarone       For       Withhold   Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       Against    Management
4     Retention of Rights Plan Agreement        For       Against    Management
5     Shareholder Imput on Poison Pill          Against   For        Shareholder
      Provision
6     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CUNO INC.

Ticker:       CUNO           Security ID:  126583103
Meeting Date: MAR 4, 2004    Meeting Type: Annual
Record Date:  JAN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark G. Kachur            For       For        Management
1.2   Elect  Director David L. Swift            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Lane            For       For        Management
1.2   Elect  Director Antonio Madero B.         For       For        Management
1.3   Elect  Director Aulana L. Peters          For       Withhold   Management
1.4   Elect  Director John R. Walter            For       For        Management


- --------------------------------------------------------------------------------

DELL INC.

Ticker:       DELL           Security ID:  247025109
Meeting Date: JUL 18, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael A. Miles           For       For        Management
1.2   Elect Director Alex J. Mandl              For       For        Management
1.3   Elect Director Morton L. Topfer           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Change Company Name                       For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward H. Budd            For       Withhold   Management
1.2   Elect  Director George M.C. Fisher        For       Withhold   Management
1.3   Elect  Director David R. Goode            For       Withhold   Management
1.4   Elect  Director Gerald Grinstein          For       For        Management
1.5   Elect  Director John F. Smith, Jr.        For       For        Management
1.6   Elect  Director Joan E. Spero             For       For        Management
1.7   Elect  Director Larry D. Thompson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder
5     Submit Executive Pension Benefit To Vote  Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

DIONEX CORP.

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

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


- --------------------------------------------------------------------------------

DUN & BRADSTREET CORP, THE

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alden             For       For        Management
1.2   Elect  Director Allan Z. Loren            For       For        Management
1.3   Elect  Director Victor A. Pelson          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EASTMAN KODAK CO.

Ticker:       EK             Security ID:  277461109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. Hernandez      For       For        Management
1.2   Elect  Director Hector de J. Ruiz         For       For        Management
1.3   Elect  Director Laura D'Andrea Tyson      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Adopt Chemical Policy                     Against   Against    Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

EDWARDS LIFESCIENCES CORPORATION

Ticker:       EW             Security ID:  28176E108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Ingram          For       Withhold   Management
1.2   Elect  Director Vernon R. Loucks Jr.      For       Withhold   Management
2     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       For        Management
1.2   Elect  Director Winfried Bischoff         For       For        Management
1.3   Elect  Director Franklyn G. Prendergast   For       For        Management
1.4   Elect  Director Kathi P. Seifert          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       Against    Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Report on Drug Pricing                    Against   Against    Shareholder


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 3, 2004    Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Fernandez G.            For       For        Management
1.2   Elect Director C.F. Knight                For       Withhold   Management
1.3   Elect Director G.A. Lodge                 For       Withhold   Management
1.4   Elect Director R.L. Ridgway               For       For        Management
1.5   Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ENCANA CORP[FORMERLY PANCANADIAN ENERGY CORP

Ticker:       ECA.           Security ID:  292505104
Meeting Date: APR 28, 2004   Meeting Type: Annual/Special
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael N. Chernoff       For       For        Management
1.2   Elect  Director Ralph S. Cunningham       For       For        Management
1.3   Elect  Director Patrick D. Daniel         For       For        Management
1.4   Elect  Director Ian W. Delaney            For       For        Management
1.5   Elect  Director William R. Fatt           For       For        Management
1.6   Elect  Director Michael A. Grandin        For       For        Management
1.7   Elect  Director Barry W. Harrison         For       For        Management
1.8   Elect  Director Richard F. Haskayne       For       For        Management
1.9   Elect  Director Dale A. Lucas             For       For        Management
1.10  Elect  Director Ken F. McCready           For       For        Management
1.11  Elect  Director Gwyn Morgan               For       For        Management
1.12  Elect  Director Valerie A.A. Nielsen      For       For        Management
1.13  Elect  Director David P. O'Brien          For       For        Management
1.14  Elect  Director Jane L. Peverett          For       For        Management
1.15  Elect  Director Dennis A. Sharp           For       For        Management
1.16  Elect  Director James M. Stanford         For       For        Management
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors
3     Adopt New By-Law No. 1                    For       For        Management
4     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)


- --------------------------------------------------------------------------------

EQUIFAX INC.

Ticker:       EFX            Security ID:  294429105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Copeland, Jr     For       Withhold   Management
1.2   Elect  Director Lee A. Ault III           For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director A. William Dahlberg       For       For        Management
1.5   Elect  Director L. Phillip Humann         For       For        Management


- --------------------------------------------------------------------------------

FAIRMONT HOTELS & RESORTS

Ticker:       FHR.           Security ID:  305204109
Meeting Date: APR 27, 2004   Meeting Type: Annual/Special
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. E. Bachand              For       For        Management
1.2   Elect Director W. R. Fatt                 For       For        Management
1.3   Elect Director P. C. Godsoe               For       For        Management
1.4   Elect Director M. J. Kowalski             For       For        Management
1.5   Elect Director D. P. O'Brien              For       For        Management
1.6   Elect Director K. M. Rose                 For       For        Management
1.7   Elect Director J. L. Sharpe               For       For        Management
1.8   Elect Director L. P. Sharpe               For       For        Management
1.9   Elect Director R. S. Singer               For       For        Management
1.10  Elect Director C. S. Taylor               For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Reconfirm Shareholder Rights Plan (Poison For       For        Management
      Pill)


- --------------------------------------------------------------------------------

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 15, 2004   Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard R. Levine           For       For        Management
1.2   Elect Director George R. Mahoney, Jr.     For       For        Management
1.3   Elect Director Mark R. Bernstein          For       For        Management
1.4   Elect Director Sharon Allred Decker       For       For        Management
1.5   Elect Director Edward C. Dolby            For       For        Management
1.6   Elect Director Glenn A. Eisenberg         For       For        Management
1.7   Elect Director James G. Martin            For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GATEWAY INC

Ticker:       GTW            Security ID:  367626108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas L. Lacey          For       Withhold   Management
1.2   Elect  Director Wayne R. Inouye           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Board Diversity                           Against   Against    Shareholder


- --------------------------------------------------------------------------------

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 16, 2004   Meeting Type: Written Consent
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
2.1   Elect  Director Herbert W. Boyer          For       For        Management
2.2   Elect  Director Arthur D. Levinson        For       For        Management
2.3   Elect  Director Mark Richmond             For       For        Management
2.4   Elect  Director Charles A. Sanders        For       Withhold   Management
2.5   Elect  Director William M. Burns          For       Withhold   Management
2.6   Elect  Director Erich Hunziker            For       For        Management
2.7   Elect  Director Jonathan K.C. Knowles     For       Withhold   Management
3     Elect Director  M. Burns                  For       None       Management
4     Elect Director Erich Hunziker             For       None       Management
5     Elect Director Jonathan K.C. Knowles      For       None       Management
6     Increase Authorized Common Stock          For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management
8     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas D. Chabraja      For       For        Management
1.2   Elect  Director James S. Crown            For       Withhold   Management
1.3   Elect  Director Lester Crown              For       For        Management
1.4   Elect  Director William P. Fricks         For       Withhold   Management
1.5   Elect  Director Charles H. Goodman        For       Withhold   Management
1.6   Elect  Director Jay L. Johnson            For       For        Management
1.7   Elect  Director George A. Joulwan         For       For        Management
1.8   Elect  Director Paul G. Kaminski          For       For        Management
1.9   Elect  Director John M. Keane             For       For        Management
1.10  Elect  Director Lester L. Lyles           For       For        Management
1.11  Elect  Director Carl E. Mundy, Jr.        For       For        Management
1.12  Elect  Director Robert Walmsley           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
4     Report on Foreign Military Sales          Against   Against    Shareholder


- --------------------------------------------------------------------------------

GENUINE PARTS CO.

Ticker:       GPC            Security ID:  372460105
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jean Douville             For       For        Management
1.2   Elect  Director Michael M.E. Johns, M.D.  For       For        Management
1.3   Elect  Director J. Hicks Lanier           For       Withhold   Management
1.4   Elect  Director Wendy B. Needham          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Company-Specific -- Shareholder           Against   Against    Shareholder
      Miscellaneous


- --------------------------------------------------------------------------------

HARLEY-DAVIDSON, INC.

Ticker:       HDI            Security ID:  412822108
Meeting Date: APR 24, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry K. Allen             For       For        Management
1.2   Elect Director Richard I. Beattie         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan R. Batkin            For       For        Management
1.2   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.3   Elect  Director John M. Connors, Jr.      For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Alan G. Hassenfeld        For       For        Management
1.6   Elect  Director Claudine B. Malone        For       For        Management
1.7   Elect  Director Edward M. Philip          For       For        Management
1.8   Elect  Director Paula Stern               For       For        Management
1.9   Elect  Director Alfred J. Verrecchia      For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement and Monitor Code of Corporate   Against   Against    Shareholder
      Conduct - ILO Standards


- --------------------------------------------------------------------------------

HERSHEY FOODS CORP.

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Boscia               For       For        Management
1.2   Elect  Director R.H. Campbell             For       For        Management
1.3   Elect  Director R.F. Cavanaugh            For       For        Management
1.4   Elect  Director G.P. Coughlan             For       For        Management
1.5   Elect  Director H. Edelman                For       For        Management
1.6   Elect  Director B.G. Hill                 For       For        Management
1.7   Elect  Director R.H. Lenny                For       For        Management
1.8   Elect  Director M.J. Mcdonald             For       For        Management
1.9   Elect  Director M.J. Toulantis            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

IAC / INTERACTIVECORP

Ticker:       IACI           Security ID:  45840Q101
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard N. Barton         For       For        Management
1.2   Elect  Director Robert R. Bennett         For       For        Management
1.3   Elect  Director Edgar Bronfman, Jr.       For       Withhold   Management
1.4   Elect  Director Barry Diller              For       For        Management
1.5   Elect  Director Victor A. Kaufman         For       For        Management
1.6   Elect  Director Donald R. Keough          For       Withhold   Management
1.7   Elect  Director Marie-Josee Kravis        For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Steven Rattner            For       For        Management
1.10  Elect  Director Gen. H.N. Schwarzkopf     For       For        Management
1.11  Elect  Director Alan G. Spoon             For       For        Management
1.12  Elect  Director Diane Von Furstenberg     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Aldinger       For       For        Management
1.2   Elect  Director Michael J. Birck          For       For        Management
1.3   Elect  Director Marvin D. Brailsford      For       Withhold   Management
1.4   Elect  Director James R. Cantalupo        For       For        Management
1.5   Elect  Director Susan Crown               For       For        Management
1.6   Elect  Director Don H. Davis, Jr.         For       For        Management
1.7   Elect  Director W. James Farrell          For       For        Management
1.8   Elect  Director Robert C. McCormack       For       Withhold   Management
1.9   Elect  Director Robert S. Morrison        For       For        Management
1.10  Elect  Director Harold B. Smith           For       For        Management
2     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

IMS HEALTH INC.

Ticker:       RX             Security ID:  449934108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James D. Edwards          For       For        Management
1.2   Elect  Director David M. Thomas           For       For        Management
1.3   Elect  Director William C. Van Faasen     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.C. Godsoe               For       For        Management
1.2   Elect  Director C.J. Horner               For       For        Management
1.3   Elect  Director O.R. Smith                For       For        Management
2     ADOPTION OF AMENDED AND RESTATED          For       For        Management
      INCENTIVE STOCK PLAN OF 1998.
3     APPROVAL OF AMENDED AND RESTATED          For       For        Management
      BYE-LAWS.
4     Ratify Auditors                           For       For        Management
5     SHAREHOLDER PROPOSAL TO DECLASSIFY THE    Against   For        Shareholder
      BOARD OF DIRECTORS.
6     SHAREHOLDER PROPOSAL TO CHANGE THE        Against   Against    Shareholder
      COMPANY S JURISDICTION OF INCORPORATION.
7     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      SEPARATION OF THE CHIEF EXECUTIVE OFFICER
      AND THE CHAIR OF THE BOARD.


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       Withhold   Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       For        Management
1.6   Elect  Director Reed E. Hundt             For       Withhold   Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       Withhold   Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       Withhold   Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       Withhold   Management
1.11  Elect  Director Charles M. Vest           For       Withhold   Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Expense Stock Options                     Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Ticker:       IFF            Security ID:  459506101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Margaret Hayes Adame      For       For        Management
1.2   Elect  Director Gunter Blobel             For       For        Management
1.3   Elect  Director J. Michael Cook           For       For        Management
1.4   Elect  Director Peter A. Georgescu        For       For        Management
1.5   Elect  Director Richard A. Goldstein      For       For        Management
1.6   Elect  Director Alexandra A. Herzan       For       For        Management
1.7   Elect  Director Arthur C. Martinez        For       For        Management
1.8   Elect  Director Burton M. Tansky          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Auditor from Providing Non-Audit Against   For        Shareholder
      Services


- --------------------------------------------------------------------------------

IONICS, INC.

Ticker:       ION            Security ID:  462218108
Meeting Date: FEB 11, 2004   Meeting Type: Special
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

IONICS, INC.

Ticker:       ION            Security ID:  462218108
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Brown          For       For        Management
1.2   Elect  Director William K. Reilly         For       Withhold   Management
1.3   Elect  Director Robert H. Temkin          For       For        Management
1.4   Elect  Director Allen S. Wyett            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       Withhold   Management
1.5   Elect  Director M. Judah Folkman          For       Withhold   Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 28, 2004   Meeting Type: Annual
Record Date:  NOV 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Barnett          For       For        Management
1.2   Elect Director Willie D. Davis            For       Withhold   Management
1.3   Elect Director Jeffrey A. Joerres         For       For        Management
1.4   Elect Director Richard F. Teerlink        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       Against    Management
4     Amend Executive Incentive Bonus Plan      For       Against    Management
5     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
6     Amend Restricted Stock Plan               For       For        Management


- --------------------------------------------------------------------------------

KLM KONINKLIJKE LUCHTVAART MIJ NV(FORMERLY KLM ROYAL DUTCH A

Ticker:       KLMR           Security ID:  482516309
Meeting Date: APR 19, 2004   Meeting Type: Special
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE AMENDMENT OF THE COMPANY  For       For        Management
      S ARTICLES OF ASSOCIATION, AS SET FORTH
      IN THE COMPANY S NOTICE OF MEETING
      ENCLOSED HEREWITH.


- --------------------------------------------------------------------------------

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.C. 'Pete' Aldridge, Jr. For       For        Management
1.2   Elect  Director Nolan D. Archibald        For       For        Management
1.3   Elect  Director Norman R. Augustine       For       For        Management
1.4   Elect  Director Marcus C. Bennett         For       For        Management
1.5   Elect  Director Vance D. Coffman          For       For        Management
1.6   Elect  Director Gwendolyn S. King         For       For        Management
1.7   Elect  Director Douglas H. McCorkindale   For       For        Management
1.8   Elect  Director Eugene F. Murphy          For       For        Management
1.9   Elect  Director Joseph W. Ralston         For       Withhold   Management
1.10  Elect  Director Frank Savage              For       Withhold   Management
1.11  Elect  Director Anne Stevens              For       For        Management
1.12  Elect  Director Robert J. Stevens         For       For        Management
1.13  Elect  Director James R. Ukropina         For       Withhold   Management
1.14  Elect  Director Douglas C. Yearley        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts


- --------------------------------------------------------------------------------

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene P. Beard           For       Withhold   Management
1.2   Elect  Director Michael J. Dolan          For       For        Management
1.3   Elect  Director Robert A. Eckert          For       Withhold   Management
1.4   Elect  Director Tully M. Friedman         For       Withhold   Management
1.5   Elect  Director Ronald M. Loeb            For       Withhold   Management
1.6   Elect  Director Andrea L. Rich            For       Withhold   Management
1.7   Elect  Director Ronald L. Sargent         For       For        Management
1.8   Elect  Director Christopher A. Sinclair   For       Withhold   Management
1.9   Elect  Director G. Craig Sullivan         For       Withhold   Management
1.10  Elect  Director John L. Vogelstein        For       Withhold   Management
1.11  Elect  Director Kathy Brittain White      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   For        Shareholder
      Services


- --------------------------------------------------------------------------------

MEDCO HEALTH SOLUTIONS INC

Ticker:       MHS            Security ID:  58405U102
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David B. Snow, Jr.        For       For        Management
1.2   Elect  Director Howard W. Barker, Jr.     For       For        Management
1.3   Elect  Director Brian L. Strom, Md, Mph   For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

MICREL, INC.

Ticker:       MCRL           Security ID:  594793101
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raymond D. Zinn           For       For        Management
1.2   Elect  Director Warren H. Muller          For       For        Management
1.3   Elect  Director Larry L. Hansen           For       For        Management
1.4   Elect  Director George Kelly              For       For        Management
1.5   Elect  Director Donald Livingstone        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


- --------------------------------------------------------------------------------

MILLIPORE CORP.

Ticker:       MIL            Security ID:  601073109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel Bellus             For       For        Management
1.2   Elect  Director Robert C. Bishop          For       Withhold   Management
1.3   Elect  Director Edward M. Scolnick        For       Withhold   Management


- --------------------------------------------------------------------------------

MINDSPEED TECHNOLOGIES, INC.

Ticker:       MSPD           Security ID:  602682106
Meeting Date: FEB 26, 2004   Meeting Type: Annual
Record Date:  DEC 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Director D.R. Beall       For       Withhold   Management
1.2   Elect  Director Director J.L. Stead       For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MOLEX INCORPORATED

Ticker:       MOLX           Security ID:  608554101
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred L. Krehbiel           For       For        Management
1.2   Elect Director Douglas K. Carnahan        For       For        Management
1.3   Elect Director J. Joseph King             For       For        Management
1.4   Elect Director Joe W. Laymon              For       For        Management
1.5   Elect Director Michelle L. Collins        For       For        Management
2     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Basil L. Anderson         For       For        Management
1.2   Elect  Director Raymond W Mcdaniel Jr.    For       For        Management
1.3   Elect  Director John Rutherfurd, Jr.      For       For        Management
1.4   Elect  Director John K. Wulff             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management
5     Performance- Based                        Against   Against    Shareholder


- --------------------------------------------------------------------------------

MYKROLIS CORP.

Ticker:       MYK            Security ID:  62852P103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Aurelio        For       For        Management
1.2   Elect  Director Robert E. Caldwell        For       For        Management
1.3   Elect  Director Michael P.C. Carns        For       For        Management


- --------------------------------------------------------------------------------

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis W. Coleman          For       Withhold   Management
1.2   Elect  Director J. Michael Cook           For       For        Management
1.3   Elect  Director Philip A. Odeen           For       Withhold   Management
1.4   Elect  Director Aulana L. Peters          For       For        Management
1.5   Elect  Director Kevin W. Sharer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
4     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

NORTHWEST AIRLINES CORP.

Ticker:       NWAC           Security ID:  667280101
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard H. Anderson       For       For        Management
1.2   Elect  Director Richard C. Blum           For       For        Management
1.3   Elect  Director Alfred A. Checchi         For       For        Management
1.4   Elect  Director John M. Engler            For       For        Management
1.5   Elect  Director Robert L. Friedman        For       Withhold   Management
1.6   Elect  Director Doris Kearns Goodwin      For       For        Management
1.7   Elect  Director Dennis F. Hightower       For       For        Management
1.8   Elect  Director Frederic V. Malek         For       For        Management
1.9   Elect  Director V.A. Ravindran            For       For        Management
1.10  Elect  Director Douglas M. Steenland      For       For        Management
1.11  Elect  Director Leo M. Van Wijk           For       For        Management
1.12  Elect  Director Gary L. Wilson            For       For        Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       Withhold   Management
1.2   Elect Director Donald L. Lucas            For       Withhold   Management
1.3   Elect Director Michael J. Boskin          For       Withhold   Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       Withhold   Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       Withhold   Management
1.9   Elect Director Joseph A. Grundfest        For       Withhold   Management
1.10  Elect Director H. Raymond Bingham         For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

PALL CORP.

Ticker:       PLL            Security ID:  696429307
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Carroll, Jr.     For       For        Management
1.2   Elect Director Eric Krasnoff              For       For        Management
1.3   Elect Director Dr. Edward L. Snyder       For       For        Management
1.4   Elect Director Dr. James D. Watson        For       For        Management
1.5   Elect Director Marcus Wilson              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

PROVIDENCE & WORCESTER RAILROAD CO.

Ticker:       PWX            Security ID:  743737108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Anderson          For       For        Management
1.2   Elect  Director Robert Eder               For       For        Management
1.3   Elect  Director John Healy                For       For        Management


- --------------------------------------------------------------------------------

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Deutch            For       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       Withhold   Management
1.3   Elect  Director William R. Spivey         For       Withhold   Management
1.4   Elect  Director William H. Swanson        For       Withhold   Management
1.5   Elect  Director Linda G. Stuntz           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Declassify the Board of Directors         Against   For        Shareholder
6     Implement MacBride Principles             Against   Against    Shareholder
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Executive Pension Benefit to Vote  Against   Against    Shareholder
9     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew S. Berwick, Jr.    For       For        Management
1.2   Elect  Director Frederick P. Furth        For       For        Management
1.3   Elect  Director Edward W. Gibbons         For       For        Management
1.4   Elect  Director Harold M. Messmer, Jr.    For       For        Management
1.5   Elect  Director Thomas J. Ryan            For       Withhold   Management
1.6   Elect  Director J. Stephen Schaub         For       For        Management
1.7   Elect  Director M. Keith Waddell          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       Did Not    Management
                                                          Vote
A.2   Elect Director William H. Gray, III       For       Did Not    Management
                                                          Vote
A.3   Elect Director William T. McCormick, Jr.  For       Did Not    Management
                                                          Vote
A.4   Elect Director Keith D. Nosbusch          For       Did Not    Management
                                                          Vote
B     Ratify Auditors                           For       Did Not    Management
                                                          Vote
C     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

ROCKWELL COLLINS, INC.

Ticker:       COL            Security ID:  774341101
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald R. Beall            For       For        Management
1.2   Elect Director Richard J. Ferris          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ROYAL DUTCH PETROLEUM CO.

Ticker:       RPETY          Security ID:  780257804
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:  MAY 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINALIZATION OF THE BALANCE SHEET AS AT   For       Did Not    Management
      DECEMBER 31, 2003, THE PROFIT AND LOSS              Vote
      ACCOUNT FOR THE YEAR 2003 AND THE NOTES
      TO THE BALANCE SHEET AND THE PROFIT AND
      LOSS ACCOUNT.
2     DECLARATION OF THE TOTAL DIVIDEND FOR THE For       Did Not    Management
      YEAR 2003.                                          Vote
3     DISCHARGE OF THE MANAGING DIRECTORS OF    For       Did Not    Management
      RESPONSIBILITY IN RESPECT OF THEIR                  Vote
      MANAGEMENT FOR THE YEAR 2003.
4     DISCHARGE OF THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD OF RESPONSIBILITY FOR             Vote
      THEIR SUPERVISION FOR THE YEAR 2003.
5     APPOINTMENT OF MS. L.Z. COOK AS A         For       Did Not    Management
      MANAGING DIRECTOR OF THE COMPANY.*                  Vote
6     APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A For       Did Not    Management
      MEMBER OF THE SUPERVISORY BOARD.*                   Vote
7     APPOINTMENT OF MR. M.A. VAN DEN BERGH AS  For       Did Not    Management
      A MEMBER OF THE SUPERVISORY BOARD OWING             Vote
      TO RETIREMENT BY ROTATION.*
8     REDUCTION OF THE ISSUED SHARE CAPITAL     For       Did Not    Management
      WITH A VIEW TO CANCELLA- TION OF THE                Vote
      SHARES ACQUIRED BY THE COMPANY IN ITS OWN
      CAPITAL.
9     AUTHORIZATION OF THE BOARD OF MANAGEMENT, For       Did Not    Management
      PURSUANT TO ARTICLE 98, BOOK 2 OF THE               Vote
      NETHERLANDS CIVIL CODE, AS THE COMPETENT
      BODY TO ACQUIRE SHARES IN THE CAPITAL OF
      THE COMPANY.


- --------------------------------------------------------------------------------

SABRE HOLDINGS CORPORATION

Ticker:       TSG            Security ID:  785905100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Royce S. Caldwell         For       For        Management
1.2   Elect  Director Paul C. Ely, Jr.          For       For        Management
1.3   Elect  Director Glenn W. Marschel, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       For        Management
1.2   Elect  Director Philip Leder, M.D.        For       For        Management
1.3   Elect  Director Eugene R. McGrath         For       For        Management
1.4   Elect  Director Richard de J. Osborne     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       Against    Management


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       Against    Management
1.2   Elect  Director J.S. Gorelick             For       Against    Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


- --------------------------------------------------------------------------------

SIGMA-ALDRICH CORP.

Ticker:       SIAL           Security ID:  826552101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nina V. Fedoroff          For       For        Management
1.2   Elect  Director David R. Harvey           For       For        Management
1.3   Elect  Director W. Lee McCollum           For       For        Management
1.4   Elect  Director William C. O'Neil, Jr.    For       For        Management
1.5   Elect  Director J. Pedro Reinhard         For       For        Management
1.6   Elect  Director Jerome W. Sandweiss       For       For        Management
1.7   Elect  Director D. Dean Spatz             For       For        Management
1.8   Elect  Director Barrett A. Toan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert D. Kelleher       For       For        Management
1.2   Elect  Director Rollin W. King            For       For        Management
1.3   Elect  Director June M. Morris            For       For        Management
1.4   Elect  Director C. Webb Crockett          For       Withhold   Management
1.5   Elect  Director William P. Hobby          For       For        Management
1.6   Elect  Director Travis C. Johnson         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott G. McNealy           For       For        Management
1.2   Elect Director James L. Barksdale         For       For        Management
1.3   Elect Director L. John Doerr              For       For        Management
1.4   Elect Director Robert J. Fisher           For       For        Management
1.5   Elect Director Michael E. Lehman          For       For        Management
1.6   Elect Director Robert L. Long             For       For        Management
1.7   Elect Director M. Kenneth Oshman          For       For        Management
1.8   Elect Director Naomi O. Seligman          For       For        Management
1.9   Elect Director Lynn E. Turner             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

SUNGARD DATA SYSTEMS INC.

Ticker:       SDS            Security ID:  867363103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory S. Bentley        For       For        Management
1.2   Elect  Director Michael C. Brooks         For       For        Management
1.3   Elect  Director Cristobal Conde           For       For        Management
1.4   Elect  Director Ramon de Oliveira         For       For        Management
1.5   Elect  Director Henry C. Duques           For       For        Management
1.6   Elect  Director Albert A. Eisenstat       For       For        Management
1.7   Elect  Director Bernard Goldstein         For       For        Management
1.8   Elect  Director Janet Brutschea Haugen    For       For        Management
1.9   Elect  Director James L. Mann             For       For        Management
1.10  Elect  Director Malcolm I. Ruddock        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TELEFLEX INC.

Ticker:       TFX            Security ID:  879369106
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patricia C. Barron        For       For        Management
1.2   Elect  Director Donald Beckman            For       Withhold   Management
1.3   Elect  Director James W. Zug              For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kathleen M. Bader         For       Withhold   Management
1.2   Elect  Director R. Kerry Clark            For       For        Management
1.3   Elect  Director Ivor J. Evans             For       For        Management
1.4   Elect  Director Lord Powell of Bayswater  For       For        Management
      KCMG
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Stock-for-Salary/Bonus Plan       For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Foreign Weapons Sales           Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

THOMAS & BETTS CORP.

Ticker:       TNB            Security ID:  884315102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.H. Drew                 For       For        Management
1.2   Elect  Director T.K. Dunnigan             For       For        Management
1.3   Elect  Director J.K. Hauswald             For       For        Management
1.4   Elect  Director D. Jernigan               For       For        Management
1.5   Elect  Director R.B. Kalich Sr.           For       For        Management
1.6   Elect  Director R.A. Kenkel               For       For        Management
1.7   Elect  Director K.R. Masterson            For       For        Management
1.8   Elect  Director D.J. Pileggi              For       For        Management
1.9   Elect  Director J.P. Richard              For       For        Management
1.10  Elect  Director J.L. Stead                For       For        Management
1.11  Elect  Director D.D. Stevens              For       For        Management
1.12  Elect  Director W.H. Waltrip              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Barksdale        For       For        Management
1.2   Elect  Director Stephen F. Bollenbach     For       For        Management
1.3   Elect  Director Stephen M. Case           For       Withhold   Management
1.4   Elect  Director Frank J. Caufield         For       For        Management
1.5   Elect  Director Robert C. Clark           For       For        Management
1.6   Elect  Director Miles R. Gilburne         For       Withhold   Management
1.7   Elect  Director Carla A. Hills            For       Withhold   Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Michael A. Miles          For       For        Management
1.10  Elect  Director Kenneth J. Novack         For       Withhold   Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director R. E. Turner              For       For        Management
1.13  Elect  Director Francis T. Vincent, Jr.   For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Adopt China Principles                    Against   Against    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

TOOTSIE ROLL INDUSTRIES, INC.

Ticker:       TR             Security ID:  890516107
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Melvin J. Gordon          For       Withhold   Management
1.2   Elect  Director Ellen R. Gordon           For       Withhold   Management
1.3   Elect  Director Lana Jane Lewis-Brent     For       For        Management
1.4   Elect  Director Charles W. Seibert        For       For        Management
1.5   Elect  Director Richard P. Bergeman       For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Long            For       Against    Management
1.2   Elect  Director Martin B. Mcnamara        For       For        Management
1.3   Elect  Director Robert M. Sprague         For       For        Management
1.4   Elect  Director J. Michael Talbert        For       Against    Management
2     APPROVAL OF THE AMENDMENT OF OUR          For       Against    Management
      LONG-TERM INCENTIVE PLAN AS DESCRIBED IN
      THE PROXY STATEMENT.
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       Against    Management
1.5   Elect  Director Bruce S. Gordon           For       Against    Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       Against    Management
1.8   Elect  Director H. Carl Mccall            For       Against    Management
1.9   Elect  Director Brendan R. O'Neill        For       Against    Management
1.10  Elect  Director Sandra S. Wijnberg        For       Against    Management
1.11  Elect  Director Jerome B. York            For       Against    Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       Against    Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.F. Anschutz             For       Withhold   Management
1.2   Elect  Director R.K. Davidson             For       For        Management
1.3   Elect  Director T.J. Donohue              For       Withhold   Management
1.4   Elect  Director A.W. Dunham               For       Withhold   Management
1.5   Elect  Director S.F. Eccles               For       Withhold   Management
1.6   Elect  Director I.J. Evans                For       For        Management
1.7   Elect  Director J.R. Hope                 For       Withhold   Management
1.8   Elect  Director M.W. Mcconnell            For       For        Management
1.9   Elect  Director S.R. Rogel                For       Withhold   Management
1.10  Elect  Director E. Zedillo                For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   For        Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director George David              For       For        Management
1.3   Elect  Director Jean-Pierre Garnier       For       For        Management
1.4   Elect  Director Jamie S. Gorelick         For       For        Management
1.5   Elect  Director Charles R. Lee            For       For        Management
1.6   Elect  Director Richard D. McCormick      For       For        Management
1.7   Elect  Director Harold McGraw III         For       For        Management
1.8   Elect  Director Frank P. Popoff           For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Andre Villeneuve          For       For        Management
1.11  Elect  Director H. A. Wagner              For       For        Management
1.12  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Disclosure of Executive Compensation      Against   Against    Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Performance-Based/Indexed Options         Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

VF CORP.

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward E. Crutchfield     For       For        Management
1.2   Elect  Director George Fellows            For       For        Management
1.3   Elect  Director Daniel R. Hesse           For       For        Management
1.4   Elect  Director Clarence Otis, Jr.        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Adopt ILO Based Code of Conduct           Against   Against    Shareholder


- --------------------------------------------------------------------------------

VIACOM INC.

Ticker:       VIA            Security ID:  925524100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George S. Abrams          For       Withhold   Management
1.2   Elect  Director David R. Andelman         For       For        Management
1.3   Elect  Director Joseph A. Califano, Jr.   For       For        Management
1.4   Elect  Director William S. Cohen          For       For        Management
1.5   Elect  Director Philippe P. Dauman        For       For        Management
1.6   Elect  Director Alan C. Greenberg         For       Withhold   Management
1.7   Elect  Director Mel Karmazin              For       For        Management
1.8   Elect  Director Jan Leschly               For       Withhold   Management
1.9   Elect  Director David T. McLaughlin       For       Withhold   Management
1.10  Elect  Director Shari Redstone            For       For        Management
1.11  Elect  Director Sumner M. Redstone        For       For        Management
1.12  Elect  Director Frederic V. Salerno       For       Withhold   Management
1.13  Elect  Director William Schwartz          For       Withhold   Management
1.14  Elect  Director Patty Stonesifer          For       Withhold   Management
1.15  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan


- --------------------------------------------------------------------------------

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brian P. Anderson         For       For        Management
1.2   Elect  Director Wesley M. Clark           For       For        Management
1.3   Elect  Director Wilbur H. Gantz           For       For        Management
1.4   Elect  Director David W. Grainger         For       For        Management
1.5   Elect  Director Richard L. Keyser         For       For        Management
1.6   Elect  Director Frederick A. Krehbiel     For       For        Management
1.7   Elect  Director John W. McCarter, Jr.     For       For        Management
1.8   Elect  Director Neil S. Novich            For       For        Management
1.9   Elect  Director James D. Slavik           For       Withhold   Management
1.10  Elect  Director Harold B. Smith           For       For        Management
1.11  Elect  Director Janiece S. Webb           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director John S. Chen              For       For        Management
1.3   Elect  Director Michael D. Eisner         For       Withhold   Management
1.4   Elect  Director Judith L. Estrin          For       For        Management
1.5   Elect  Director Robert A. Iger            For       For        Management
1.6   Elect  Director Aylwin B. Lewis           For       For        Management
1.7   Elect  Director Monica C. Lozano          For       For        Management
1.8   Elect  Director Robert W. Matschullat     For       For        Management
1.9   Elect  Director George J. Mitchell        For       For        Management
1.10  Elect  Director Leo J. O'Donovan, S.J.    For       For        Management
1.11  Elect  Director Gary L. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     China Principles                          Against   Against    Shareholder
4     Report on Supplier Labor Standards in     Against   Against    Shareholder
      China
5     Report on Amusement Park Safety           Against   Against    Shareholder


- --------------------------------------------------------------------------------

WATERS CORP.

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joshua Bekenstein         For       For        Management
1.2   Elect  Director M.J. Berendt, Ph.D.       For       For        Management
1.3   Elect  Director Douglas A. Berthiaume     For       For        Management
1.4   Elect  Director Philip Caldwell           For       For        Management
1.5   Elect  Director Edward Conard             For       For        Management
1.6   Elect  Director L.H. Glimcher, M.D.       For       For        Management
1.7   Elect  Director William J. Miller         For       For        Management
1.8   Elect  Director Thomas P. Salice          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clifford L. Alexander,    For       For        Management
      Jr.
1.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
1.3   Elect  Director Richard L. Carrion        For       For        Management
1.4   Elect  Director Robert Essner             For       For        Management
1.5   Elect  Director John D. Feerick           For       For        Management
1.6   Elect  Director Robert Langer             For       For        Management
1.7   Elect  Director John P. Mascotte          For       For        Management
1.8   Elect  Director Mary Lake Polan           For       For        Management
1.9   Elect  Director Ivan G. Seidenberg        For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director John R. Torell III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Drug Pricing                    Against   Against    Shareholder
4     Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry S. Semel            For       Withhold   Management
1.2   Elect  Director Jerry Yang                For       Withhold   Management
1.3   Elect  Director Roy J. Bostock            For       Withhold   Management
1.4   Elect  Director Ronald W. Burkle          For       Withhold   Management
1.5   Elect  Director Eric Hippeau              For       Withhold   Management
1.6   Elect  Director Arthur H. Kern            For       Withhold   Management
1.7   Elect  Director Robert A. Kotick          For       Withhold   Management
1.8   Elect  Director Edward R. Kozel           For       Withhold   Management
1.9   Elect  Director Gary L. Wilson            For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: JUL 22, 2003   Meeting Type: Special
Record Date:  JUN 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


- --------------------------------------------------------------------------------

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry C. Glasscock        For       Withhold   Management
1.2   Elect  Director John L. McGoldrick        For       Withhold   Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
3     Ratify Auditors                           Against   For        Shareholder




============================= FRANKLIN INCOME FUND =============================


ALLIANT ENERGY CORP.

Ticker:       LNT            Security ID:  018802108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ann K. Newhall            For       For        Management
1.2   Elect  Director Michael L. Bennett        For       For        Management
1.3   Elect  Director Jack B. Evans             For       For        Management
1.4   Elect  Director David A. Perdue           For       For        Management
1.5   Elect  Director Judith D. Pyle            For       For        Management
2     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Elizabeth E. Bailey       For       For        Management
1.2   Elect  Director Mathis Cabiallavetta      For       For        Management
1.3   Elect  Director Louis C. Camilleri        For       For        Management
1.4   Elect  Director J. Dudley Fishburn        For       For        Management
1.5   Elect  Director Robert E. R. Huntley      For       For        Management
1.6   Elect  Director Thomas W. Jones           For       For        Management
1.7   Elect  Director Lucio A. Noto             For       For        Management
1.8   Elect  Director John S. Reed              For       For        Management
1.9   Elect  Director Carlos Slim Helu          For       For        Management
1.10  Elect  Director Stephen M. Wolf           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Product Warnings for Pregnant   Against   Against    Shareholder
      Women
4     Report on Health Risks Associated with    Against   Against    Shareholder
      Cigarette Filters
5     Political Contributions/Activities        Against   Against    Shareholder
6     Cease Use of Light and Ultra Light in     Against   Against    Shareholder
      Cigarette Marketing
7     Place Canadian Style Warnings on          Against   Against    Shareholder
      Cigarette Packaging
8     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan S. Elliott          For       For        Management
1.2   Elect  Director Clifford L. Greenwalt     For       For        Management
1.3   Elect  Director Thomas A. Hays            For       For        Management
1.4   Elect  Director Richard A. Liddy          For       For        Management
1.5   Elect  Director Gordon R. Lohman          For       For        Management
1.6   Elect  Director Richard A. Lumpkin        For       For        Management
1.7   Elect  Director John Peters MacCarthy     For       For        Management
1.8   Elect  Director Paul L. Miller, Jr.       For       For        Management
1.9   Elect  Director Charles W. Mueller        For       For        Management
1.10  Elect  Director Douglas R. Oberhelman     For       Withhold   Management
1.11  Elect  Director Gary L. Rainwater         For       For        Management
1.12  Elect  Director Harvey Saligman           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Risks of Nuclear Waste Storage  Against   Against    Shareholder


- --------------------------------------------------------------------------------

AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. R. Brooks              For       For        Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Leonard J. Kujawa         For       For        Management
1.8   Elect  Director Michael G. Morris         For       For        Management
1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
4     Submit Executive Pension Benefit to Vote  Against   Against    Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Establish Term Limits for Directors       Against   Against    Shareholder


- --------------------------------------------------------------------------------

ANACOMP, INC

Ticker:       ANCPA          Security ID:  03237E108
Meeting Date: FEB 26, 2004   Meeting Type: Proxy Contest
Record Date:  JAN 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward P. Smoot            For       For        Management
1.2   Elect Director Jeffrey R. Cramer          For       For        Management
1.3   Elect Director Gary J. Fernandes          For       For        Management
1.4   Elect Director Mark K. Holdsworth         For       For        Management
1.5   Elect Director Fred G. Jager              For       For        Management
1.6   Elect Director James F. McGovern          For       For        Management
1.7   Elect Director Michael E. Tennenbaum      For       For        Management
2     Amend Articles to Delete Inapplicable     For       For        Management
      Provision
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Approve Omnibus Stock Plan                For       For        Management
5     Ratify Auditors                           For       For        Management
6     Adjourn Meeting                           For       Against    Management
1.1   Elect Director Raymond L. Steele          For       Did Not    Management
                                                          Vote
1.2   Elect Director Frank L. Bellis, Jr.       For       Did Not    Management
                                                          Vote
2     Amend Articles to Delete Inapplicable     For       Did Not    Management
      Provision                                           Vote
3     Approve Non-Employee Director Omnibus     For       Did Not    Management
      Stock Plan                                          Vote
4     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
5     Ratify Auditors                           For       Did Not    Management
                                                          Vote
6     Adjourn Meeting                           Against   Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

ANGLOGOLD ASHANTI LTD.

Ticker:       ASL            Security ID:  035128206
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION NO. 1: ADOPTION OF    For       For        Management
      FINANCIAL STATEMENTS
2     ORDINARY RESOLUTION NO. 2: RE-ELECTION OF For       For        Management
      DIRECTOR MR J G BEST
3     ORDINARY RESOLUTION NO. 3: RE-ELECTION OF For       For        Management
      DIRECTOR MRS E LE R BRADLEY
4     ORDINARY RESOLUTION NO. 4: RE-ELECTION OF For       Against    Management
      DIRECTORS MR A J TRAHAR
5     ORDINARY RESOLUTION NO. 5: PLACEMENT OF   For       For        Management
      UNISSUED SHARES UNDER THE CONTROL OF THE
      DIRECTORS
6     ORDINARY RESOLUTION NO. 6: AUTHORITY TO   For       For        Management
      ISSUE SHARES FOR CASH
7     ORDINARY RESOLUTION NO. 7: INCREASE IN    For       For        Management
      DIRECTORS  REMUNERATION
8     SPECIAL RESOLUTION NO. 1: AUTHORITY TO    For       For        Management
      ACQUIRE THE COMPANY S OWN SHARES


- --------------------------------------------------------------------------------

ANGLOGOLD ASHANTI LTD.

Ticker:       ASL            Security ID:  035128206
Meeting Date: APR 8, 2004    Meeting Type: Special
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     SPECIAL RESOLUTION - APPROVAL TO CHANGE   For       For        Management
      THE NAME OF ANGLOGOLD LIMITED TO
      ANGLOGOLD ASHANTI LIMITED.


- --------------------------------------------------------------------------------

ANGLOGOLD ASHANTI LTD.

Ticker:       VAALY          Security ID:  035128206
Meeting Date: JUN 29, 2004   Meeting Type: Special
Record Date:  JUN 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION NUMBER 1 AUTHORITY TO For       For        Management
      ISSUE SHARES FOR THE CONVERSION OF THE US
      $1,000,000,000, 2.375% GUARANTEED
      CONVERTIBLE BONDS DUE 2009
2     ORDINARY RESOLUTION NUMBER 2 AUTHORITY TO For       For        Management
      ISSUE SHARES
3     ORDINARY RESOLUTION NUMBER 3 AUTHORITY TO For       For        Management
      ISSUE SHARES FOR CASH


- --------------------------------------------------------------------------------

ARCHSTONE SMITH TRUST

Ticker:       ASN            Security ID:  039583109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ernest A. Gerardi, Jr.    For       For        Management
1.2   Elect  Director Ruth Ann M. Gillis        For       For        Management
1.3   Elect  Director Ned S. Holmes             For       For        Management
1.4   Elect  Director R. Scot Sellers           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restrict Severance Agreements             Against   For        Shareholder


- --------------------------------------------------------------------------------

AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors William F. Aldinger      For       Withhold   Management
1.2   Elect  Directors Kenneth T. Derr          For       Withhold   Management
1.3   Elect  Directors David W. Dorman          For       For        Management
1.4   Elect  Directors M. Kathryn Eickhoff      For       Withhold   Management
1.5   Elect  Directors Herbet L. Henkel         For       For        Management
1.6   Elect  Directors Frank C. Herringer       For       Withhold   Management
1.7   Elect  Directors Shirley Ann Jackson      For       Withhold   Management
1.8   Elect  Directors Jon C. Madonna           For       Withhold   Management
1.9   Elect  Directors Donald F. McHenry        For       Withhold   Management
1.10  Elect  Directors Tony L. White            For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


- --------------------------------------------------------------------------------

BARRICK GOLD CORP.

Ticker:       ABX.           Security ID:  067901108
Meeting Date: APR 22, 2004   Meeting Type: Annual/Special
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H.L. Beck                 For       For        Management
1.2   Elect  Director C.W.D. Birchall           For       For        Management
1.3   Elect  Director G. Cisneros               For       For        Management
1.4   Elect  Director M.A. Cohen                For       For        Management
1.5   Elect  Director P.A. Crossgrove           For       For        Management
1.6   Elect  Director P.C. Godsoe               For       For        Management
1.7   Elect  Director A.A. Macnaughton          For       For        Management
1.8   Elect  Director B. Mulroney               For       For        Management
1.9   Elect  Director A. Munk                   For       For        Management
1.10  Elect  Director P. Munk                   For       For        Management
1.11  Elect  Director J.L. Rotman               For       For        Management
1.12  Elect  Director J.E. Thompson             For       For        Management
1.13  Elect  Director G.C. Wilkins              For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Approve Stock Option Plan (2004) up to 16 For       For        Management
      Million Common Shares


- --------------------------------------------------------------------------------

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Blanchard        For       Withhold   Management
1.2   Elect  Director Armando M. Codina         For       Withhold   Management
1.3   Elect  Director Leo F. Mullin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Omnibus Stock Plan                For       Against    Management
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.PP          Security ID:  055622104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lord Browne               For       For        Management
1.2   Elect  Director Dr B E Grote              For       For        Management
1.3   Elect  Director Mr H M P Miles            For       For        Management
1.4   Elect  Director Sir Robin Nicholson       For       For        Management
1.5   Elect  Director Mr R L Olver              For       For        Management
1.6   Elect  Director Sir Ian Prosser           For       For        Management
2     TO ELECT MR A BURGMANS AS A DIRECTOR      For       For        Management
3     Ratify Auditors                           For       For        Management
4     TO AMEND THE ARTICLES OF ASSOCIATION OF   For       For        Management
      THE COMPANY
5     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
6     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
7     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
8     TO AUTHORISE THE USE OF TREASURY SHARES   For       For        Management
      FOR EMPLOYEE SHARE SCHEMES
9     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
10    TO DETERMINE THE LIMIT FOR THE AGGREGATE  For       For        Management
      REMUNERATION OF THE NON-EXECUTIVE
      DIRECTORS
11    TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS
12    SPECIAL SHAREHOLDER RESOLUTION: TO        Against   Against    Shareholder
      INSTRUCT THE COMPANY TO PREPARE A REPORT
      MAKING CERTAIN DISCLOSURES ON MATTERS OF
      CONTROL AND RISK IN PROTECTED AND
      SENSITIVE AREAS


- --------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


- --------------------------------------------------------------------------------

CANADIAN OIL SANDS TRUST

Ticker:       COS.U          Security ID:  13642L100
Meeting Date: APR 26, 2004   Meeting Type: Annual/Special
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Auditors of Canadian Oil Sands    For       For        Management
      Limited and Authorize Board to Fix
      Remuneration of Auditors
2     Approve Auditors of Canadian Oil Sands    For       For        Management
      Trust and Authorize Board to Fix
      Remuneration of Auditors
3     Elect Marcel Coutu, E. Susan Evans,       For       For        Management
      Donald Mazankowski, Wayne Newhouse,
      Walter O'Donoghue, C.E. Shultz as
      Directors of Canadian Oil Sands Limited
4     Amend Unitholder Rights Plan (Poison      For       For        Management
      Pill)


- --------------------------------------------------------------------------------

CENTERPOINT ENERGY INC

Ticker:       CNP            Security ID:  15189T107
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert T. O'Connell       For       For        Management
1.2   Elect  Director Milton Carroll            For       For        Management
1.3   Elect  Director John T. Cater             For       For        Management
1.4   Elect  Director Michael E. Shannon        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder
5     Other Business                            For       For        Management


- --------------------------------------------------------------------------------

CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       Withhold   Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director J. Bennett Johnston       For       For        Management
1.8   Elect  Director Sam Nunn                  For       Withhold   Management
1.9   Elect  Director David J. O'Reilly         For       For        Management
1.10  Elect  Director Peter J. Robertson        For       For        Management
1.11  Elect  Director Charles R. Shoemate       For       For        Management
1.12  Elect  Director Carl Ware                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       Against    Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Against    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Against    Shareholder


- --------------------------------------------------------------------------------

CINERGY CORP.

Ticker:       CIN            Security ID:  172474108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael G. Browning       For       For        Management
1.2   Elect  Director George C. Juilfs          For       For        Management
1.3   Elect  Director Dudley S. Taft            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Merribel S. Ayres         For       For        Management
1.2   Elect  Director Earl D. Holton            For       For        Management
1.3   Elect  Director David W. Joos             For       For        Management
1.4   Elect  Director Michael T. Monahan        For       For        Management
1.5   Elect  Director Joseph F. Paquette, Jr.   For       For        Management
1.6   Elect  Director William U. Parfet         For       For        Management
1.7   Elect  Director Percy A. Pierre           For       For        Management
1.8   Elect  Director S. Kinnie Smith, Jr.      For       For        Management
1.9   Elect  Director Kenneth L. Way            For       For        Management
1.10  Elect  Director Kenneth Whipple           For       For        Management
1.11  Elect  Director John B. Yasinsky          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Bundled Compensation Plans        For       Against    Management
5     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

COMERICA INC.

Ticker:       CMA            Security ID:  200340107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ralph W. Babb, Jr.        For       For        Management
1.2   Elect  Director James F. Cordes           For       For        Management
1.3   Elect  Director Peter D. Cummings         For       For        Management
1.4   Elect  Director Todd W. Herrick           For       For        Management
1.5   Elect  Director William P. Vititoe        For       For        Management
1.6   Elect  Director Kenneth L. Way            For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan B. Allen            For       For        Management
1.2   Elect  Director Peter W. Brown            For       For        Management
1.3   Elect  Director Ronald J. Calise          For       For        Management
1.4   Elect  Director Thos. E. Capps            For       For        Management
1.5   Elect  Director George A. Davidson, Jr.   For       For        Management
1.6   Elect  Director John W. Harris            For       For        Management
1.7   Elect  Director Robert S. Jepson, Jr.     For       For        Management
1.8   Elect  Director Benjamin J. Lambert, III  For       For        Management
1.9   Elect  Director Richard L. Leatherwood    For       For        Management
1.10  Elect  Director Margaret A. McKenna       For       For        Management
1.11  Elect  Director Kenneth A. Randall        For       For        Management
1.12  Elect  Director Frank S. Royal            For       For        Management
1.13  Elect  Director S. Dallas Simmons         For       For        Management
1.14  Elect  Director Robert H. Spilman         For       For        Management
1.15  Elect  Director David A. Wollard          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Executive Compensation to Vote     Against   Against    Shareholder


- --------------------------------------------------------------------------------

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold A. Allemang        For       For        Management
1.2   Elect  Director John C. Danforth          For       For        Management
1.3   Elect  Director Jeff M. Fettig            For       For        Management
1.4   Elect  Director Andrew N. Liveris         For       For        Management
1.5   Elect  Director James M. Ringler          For       For        Management
1.6   Elect  Director William S. Stavropoulos   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Report on Social Initiatives in Bhopal    Against   Against    Shareholder


- --------------------------------------------------------------------------------

DTE ENERGY CO.

Ticker:       DTE            Security ID:  233331107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.2   Elect  Director Allan D. Gilmour          For       Withhold   Management
1.3   Elect  Director Frank M. Hennessey        For       For        Management
1.4   Elect  Director Gail J. McGovern          For       Withhold   Management
1.5   Elect  Director Josue Robles, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul M. Anderson          For       For        Management
1.2   Elect  Director Ann M. Gray               For       For        Management
1.3   Elect  Director Michael E.J. Phelps       For       For        Management
1.4   Elect  Director James T. Rhodes           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director France A. Cordova         For       For        Management
1.3   Elect  Director Bradford M. Freeman       For       For        Management
1.4   Elect  Director Bruce Karatz              For       For        Management
1.5   Elect  Director Luis G. Nogales           For       For        Management
1.6   Elect  Director Ronald L. Olson           For       For        Management
1.7   Elect  Director James M. Rosser           For       For        Management
1.8   Elect  Director Richard T. Schlosberg,    For       For        Management
      III
1.9   Elect  Director Robert H. Smith           For       For        Management
1.10  Elect  Director Thomas C. Sutton          For       For        Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

ENERGY EAST CORPORATION

Ticker:       EAS            Security ID:  29266M109
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Aurelio           For       For        Management
1.2   Elect  Director James A. Carrigg          For       For        Management
1.3   Elect  Director David M. Jagger           For       For        Management
1.4   Elect  Director Ben E. Lynch              For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Eliminate Cumulative Voting               For       Against    Management
4     Approve Employee Stock Purchase Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas DeBenedictis     For       For        Management
1.2   Elect  Director G. Fred Dibona, Jr.       For       For        Management
1.3   Elect  Director Sue L. Gin                For       For        Management
1.4   Elect  Director Edgar D. Jannotta         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul T. Addison           For       For        Management
1.2   Elect  Director Ernest J. Novak, Jr.      For       For        Management
1.3   Elect  Director John M. Pietruski         For       For        Management
1.4   Elect  Director Catherine A. Rein         For       For        Management
1.5   Elect  Director Robert C. Savage          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Approve Deferred Compensation Plan        For       Against    Management
6     Approve Deferred Compensation Plan        For       Against    Management
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
9     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
10    Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

FLEETBOSTON FINANCIAL CORP.

Ticker:       FLT            Security ID:  339030108
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


- --------------------------------------------------------------------------------

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Sherry S. Barrat          For       For        Management
1.3   Elect  Director Robert M. Beall, Ii       For       For        Management
1.4   Elect  Director J. Hyatt Brown            For       For        Management
1.5   Elect  Director James L. Camaren          For       For        Management
1.6   Elect  Director Lewis Hay III             For       For        Management
1.7   Elect  Director Frederic V. Malek         For       For        Management
1.8   Elect  Director Michael H. Thaman         For       For        Management
1.9   Elect  Director Paul R. Tregurtha         For       For        Management
1.10  Elect  Director Frank G. Zarb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       Against    Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Percy N. Barnevik         For       For        Management
1.2   Elect  Director John H. Bryan             For       For        Management
1.3   Elect  Director Armando M. Codina         For       For        Management
1.4   Elect  Director George M.C. Fisher        For       For        Management
1.5   Elect  Director Karen Katen               For       For        Management
1.6   Elect  Director Kent Kresa                For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Philip A. Laskawy         For       For        Management
1.9   Elect  Director E.Stanley O'Neal          For       Withhold   Management
1.10  Elect  Director Eckhard Pfeiffer          For       For        Management
1.11  Elect  Director G.Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Limit Composition of Committees to        Against   For        Shareholder
      Independent Directors
7     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Establish Executive and Director Stock    Against   Against    Shareholder
      Ownership Guidelines


- --------------------------------------------------------------------------------

GEORGIA-PACIFIC CORP.

Ticker:       GP             Security ID:  373298108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara L. Bowles         For       For        Management
1.2   Elect  Director Donald V. Fites           For       For        Management
1.3   Elect  Director David R. Goode            For       Withhold   Management
1.4   Elect  Director Karen N. Horn             For       For        Management
1.5   Elect  Director William R. Johnson        For       For        Management
1.6   Elect  Director James B. Williams         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       Against    Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HAWAIIAN ELECTRIC INDUSTRIES, INC.

Ticker:       HE             Security ID:  419870100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor Hao Li, S.J.D.     For       For        Management
1.2   Elect  Director T. Michael May            For       For        Management
1.3   Elect  Director Diane J. Plotts           For       For        Management
1.4   Elect  Director Kelvin H. Taketa          For       For        Management
1.5   Elect  Director Jeffrey N. Watanabe       For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ISTAR FINANCIAL INC.

Ticker:       SFI            Security ID:  45031U101
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jay Sugarman              For       For        Management
1.2   Elect  Director Willis Andersen, Jr.      For       For        Management
1.3   Elect  Director Robert W. Holman, Jr.     For       For        Management
1.4   Elect  Director Robin Josephs             For       For        Management
1.5   Elect  Director John G. McDonald          For       Withhold   Management
1.6   Elect  Director George R. Puskar          For       For        Management
1.7   Elect  Director Jeffrey A. Weber          For       For        Management
2     Amend Deferred Compensation Plan          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       Withhold   Management
1.5   Elect  Director M. Judah Folkman          For       Withhold   Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       Against    Management
5     Adjourn Meeting                           For       For        Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    Shareholder
      counter Derivatives
11    Auditor Independence                      Against   Against    Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

KEYSPAN CORPORATION

Ticker:       KSE            Security ID:  49337W100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. Catell          For       For        Management
1.2   Elect  Director Andrea S. Christensen     For       For        Management
1.3   Elect  Director Alan H. Fishman           For       For        Management
1.4   Elect  Director J. Atwood Ives            For       For        Management
1.5   Elect  Director James R. Jones            For       For        Management
1.6   Elect  Director James L. Larocca          For       For        Management
1.7   Elect  Director Gloria C. Larson          For       For        Management
1.8   Elect  Director Stephen W. Mckessy        For       For        Management
1.9   Elect  Director Edward D. Miller          For       For        Management
1.10  Elect  Director Vikki L. Pryor            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.C. 'Pete' Aldridge, Jr. For       For        Management
1.2   Elect  Director Nolan D. Archibald        For       For        Management
1.3   Elect  Director Norman R. Augustine       For       For        Management
1.4   Elect  Director Marcus C. Bennett         For       For        Management
1.5   Elect  Director Vance D. Coffman          For       For        Management
1.6   Elect  Director Gwendolyn S. King         For       For        Management
1.7   Elect  Director Douglas H. McCorkindale   For       For        Management
1.8   Elect  Director Eugene F. Murphy          For       For        Management
1.9   Elect  Director Joseph W. Ralston         For       Withhold   Management
1.10  Elect  Director Frank Savage              For       Withhold   Management
1.11  Elect  Director Anne Stevens              For       For        Management
1.12  Elect  Director Robert J. Stevens         For       For        Management
1.13  Elect  Director James R. Ukropina         For       Withhold   Management
1.14  Elect  Director Douglas C. Yearley        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts


- --------------------------------------------------------------------------------

LOEWS CORP.

Ticker:       LTR            Security ID:  540424207
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph L. Bower           For       For        Management
1.2   Elect  Director John Brademas             For       For        Management
1.3   Elect  Director Charles M. Diker          For       For        Management
1.4   Elect  Director Paul J. Fribourg          For       For        Management
1.5   Elect  Director Philip A. Laskawy         For       For        Management
1.6   Elect  Director Gloria R. Scott           For       For        Management
1.7   Elect  Director Andrew H. Tisch           For       For        Management
1.8   Elect  Director James S. Tisch            For       For        Management
1.9   Elect  Director Jonathan M. Tisch         For       For        Management
1.10  Elect  Director Preston R. Tisch          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Support Legislation and Make Public       Against   Against    Shareholder
      Statements on Environmental Tobacco Smoke
5     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

MCLEODUSA INC.

Ticker:       MCLDQ          Security ID:  582266805
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas M. Collins         For       For        Management
1.2   Elect  Director Chris A. Davis            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

MISSION RESOURCES CORP.

Ticker:       MSSN           Security ID:  605109107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Cavnar          For       For        Management
1.2   Elect  Director David A.B. Brown          For       For        Management
1.3   Elect  Director Joseph N. Jaggers         For       For        Management
1.4   Elect  Director Robert R. Rooney          For       For        Management
1.5   Elect  Director Herbert C. Williamson,    For       For        Management
      III
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

NII HOLDINGS, INC.

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

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


- --------------------------------------------------------------------------------

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       Withhold   Management
1.2   Elect  Director Dennis E. Foster          For       For        Management
1.3   Elect  Director Richard L. Thompson       For       For        Management
1.4   Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NTL INCORPORATED

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

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


- --------------------------------------------------------------------------------

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William M. Bell           For       For        Management
1.2   Elect  Director Julie H. Edwards          For       For        Management
1.3   Elect  Director Pattye L. Moore           For       For        Management
1.4   Elect  Director J.D. Scott                For       For        Management
1.5   Elect  Director James C. Day              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PEPCO HOLDINGS, INC.

Ticker:       POM            Security ID:  713291102
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack B. Dunn, IV          For       For        Management
1.2   Elect  Director Richard B. McGlynn        For       For        Management
1.3   Elect  Director Peter F. O'Malley         For       For        Management
1.4   Elect  Director Frank K. Ross             For       For        Management
1.5   Elect  Director William T. Torgerson      For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

PETROLEO BRASILEIRO

Ticker:                      Security ID:  71654V408
Meeting Date: MAR 29, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE MANAGEMENT REPORT, THE    For       For        Management
      FINANCIAL STATEMENTS AND AUDIT COMMITTEE
      S OPINION FOR THE FISCAL YEAR 2003.
2     APPROVAL OF THE CAPITAL EXPENDITURES      For       For        Management
      BUDGET FOR THE FISCAL YEAR 2004.
3     APPROVAL OF THE DISTRIBUTION OF RESULTS   For       For        Management
      FOR THE FISCAL YEAR 2003.
4     APPROVAL OF THE ELECTION OF MEMBERS TO    For       For        Management
      THE BOARD OF DIRECTORS, AUDIT COMMITTEE
      AND THEIR RESPECTIVE SUBSTITUTES, TO VOTE
      IN THE SAME MANNER AS THE MAJORITY OF THE
      SHAREHOLDERS AT THE MEETING.*
5     APPROVAL OF THE INCREASE IN CAPITAL STOCK For       For        Management
      THROUGH THE INCORPORATION OF PART OF THE
      REVENUE RESERVES CONSTITUTED IN PREVIOUS
      FISCAL YEARS AMOUNTING TO R$ 13,033
      MILLION, INCREASING THE CAPITAL STOCK
      FROM R$ 19,863 MILLION TO R$ 32,896
      MILLION WITHOUT ANY
6     APPROVAL OF THE INCREASE IN THE LIMIT OF  For       For        Management
      AUTHORIZED CAPITAL FROM R$ 30 BILLION TO
      R$ 60 BILLION.
7     APPROVAL OF THE ESTABLISHMENT OF THE      For       For        Management
      COMPENSATION OF MANAGEMENT AND EFFECTIVE
      MEMBERS OF THE AUDIT COMMITTEE, AS WELL
      AS THEIR PARTICIPATION IN THE PROFITS.


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

PINNACLE WEST CAPITAL CORP.

Ticker:       PNW            Security ID:  723484101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roy A. Herberger, Jr.     For       For        Management
1.2   Elect  Director Humberto S. Lopez         For       For        Management
1.3   Elect  Director Kathryn L. Munro          For       For        Management
1.4   Elect  Director William L. Stewart        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder


- --------------------------------------------------------------------------------

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Hecht          For       For        Management
1.2   Elect  Director Stuart Heydt              For       For        Management
1.3   Elect  Director W. Keith Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles Coker             For       For        Management
1.2   Elect  Director Robert McGehee            For       For        Management
1.3   Elect  Director E. Marie McKee            For       For        Management
1.4   Elect  Director Peter Rummell             For       For        Management
1.5   Elect  Director Jean Wittner              For       For        Management
2     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert R. Gamper, Jr.     For       For        Management
1.2   Elect  Director Ernest H. Drew            For       For        Management
1.3   Elect  Director William V. Hickey         For       For        Management
1.4   Elect  Director Richard J. Swift          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat


- --------------------------------------------------------------------------------

PUGET ENERGY, INC.

Ticker:       PSD            Security ID:  745310102
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phyllis J. Campbell       For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Dr. Kenneth P. Mortimer   For       For        Management
1.4   Elect  Director Stephen P. Reynolds       For       For        Management


- --------------------------------------------------------------------------------

ROYAL DUTCH PETROLEUM CO.

Ticker:       RPETY          Security ID:  780257804
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:  MAY 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINALIZATION OF THE BALANCE SHEET AS AT   For       Did Not    Management
      DECEMBER 31, 2003, THE PROFIT AND LOSS              Vote
      ACCOUNT FOR THE YEAR 2003 AND THE NOTES
      TO THE BALANCE SHEET AND THE PROFIT AND
      LOSS ACCOUNT.
2     DECLARATION OF THE TOTAL DIVIDEND FOR THE For       Did Not    Management
      YEAR 2003.                                          Vote
3     DISCHARGE OF THE MANAGING DIRECTORS OF    For       Did Not    Management
      RESPONSIBILITY IN RESPECT OF THEIR                  Vote
      MANAGEMENT FOR THE YEAR 2003.
4     DISCHARGE OF THE MEMBERS OF THE           For       Did Not    Management
      SUPERVISORY BOARD OF RESPONSIBILITY FOR             Vote
      THEIR SUPERVISION FOR THE YEAR 2003.
5     APPOINTMENT OF MS. L.Z. COOK AS A         For       Did Not    Management
      MANAGING DIRECTOR OF THE COMPANY.*                  Vote
6     APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A For       Did Not    Management
      MEMBER OF THE SUPERVISORY BOARD.*                   Vote
7     APPOINTMENT OF MR. M.A. VAN DEN BERGH AS  For       Did Not    Management
      A MEMBER OF THE SUPERVISORY BOARD OWING             Vote
      TO RETIREMENT BY ROTATION.*
8     REDUCTION OF THE ISSUED SHARE CAPITAL     For       Did Not    Management
      WITH A VIEW TO CANCELLA- TION OF THE                Vote
      SHARES ACQUIRED BY THE COMPANY IN ITS OWN
      CAPITAL.
9     AUTHORIZATION OF THE BOARD OF MANAGEMENT, For       Did Not    Management
      PURSUANT TO ARTICLE 98, BOOK 2 OF THE               Vote
      NETHERLANDS CIVIL CODE, AS THE COMPETENT
      BODY TO ACQUIRE SHARES IN THE CAPITAL OF
      THE COMPANY.


- --------------------------------------------------------------------------------

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Barnes           For       For        Management
1.2   Elect  Director James A. Henderson        For       For        Management
1.3   Elect  Director John B. McCoy             For       Withhold   Management
1.4   Elect  Director S. Donley Ritchey         For       Withhold   Management
1.5   Elect  Director Joyce M. Roche            For       For        Management
1.6   Elect  Director Patricia P. Upton         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws                              For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Change Size of Board of Directors         Against   Against    Shareholder


- --------------------------------------------------------------------------------

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Baum           For       For        Management
1.2   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.3   Elect  Director Richard G. Newman         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
7     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director Dorrit J. Bern            For       For        Management
1.3   Elect  Director Francis S. Blake          For       For        Management
1.4   Elect  Director Thomas F. Chapman         For       For        Management
1.5   Elect  Director H. Allen Franklin         For       For        Management
1.6   Elect  Director Bruce S. Gordon           For       For        Management
1.7   Elect  Director Donald M. James           For       For        Management
1.8   Elect  Director Zack T. Pate              For       For        Management
1.9   Elect  Director J. Neal Purcell           For       For        Management
1.10  Elect  Director David M. Ratcliffe        For       For        Management
1.11  Elect  Director Gerald J. St. Pe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Outside Director Stock in Lieu of For       For        Management
      Cash


- --------------------------------------------------------------------------------

TECO ENERGY, INC.

Ticker:       TE             Security ID:  872375100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom L. Rankin             For       For        Management
1.2   Elect  Director William D. Rockford       For       For        Management
1.3   Elect  Director J. Thomas Touchton        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Expense Stock Options                     Against   Against    Shareholder


- --------------------------------------------------------------------------------

TELECOM ARGENTINA STET - FRANCE SA

Ticker:                      Security ID:  879273209
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF TWO SHAREHOLDERS TO        For       For        Management
      APPROVE AND SIGN THE MINUTES.
2     CONSIDERATION OF THE DOCUMENTS PROVIDED   For       For        Management
      FOR IN SECTION 234, SUBSECTION 1, OF LAW
      19,550, THE RULES OF THE COMISION
      NACIONAL DE VALORES.
3     CONSIDERATION OF THE RESULTS OF THE YEAR  For       For        Management
      AND TO CARRY OVER THE FULL NEGATIVE
      BALANCE FROM UNAPPROPRIATED RETAINED
      EARNINGS.
4     CONSIDERATION OF THE PERFORMANCE OF THE   For       For        Management
      BOARD AND SUPERVISORY COMMITTEE ACTING
      DURING THE FIFTEENTH FISCAL YEAR.
5     CONSIDERATION OF THE COMPENSATION TO THE  For       For        Management
      BOARD CORRESPONDING TO THE FISCAL YEAR
      ENDED DECEMBER 31, 2003.
6     AUTHORIZATION OF THE BOARD OF DIRECTORS   For       For        Management
      TO MAKE ADVANCES OF FEES ESTABLISHED BY
      THE SHAREHOLDERS  MEETING TO THE
      DIRECTORS.
7     FEES OF THE SUPERVISORY COMMITTEE.        For       For        Management
8     DETERMINATION OF THE NUMBER OF DIRECTORS  For       For        Management
      AND ALTERNATE DIRECTORS TO HOLD OFFICE
      DURING THE SIXTEENTH FISCAL YEAR.
9     APPOINTMENT OF DIRECTORS AND ALTERNATE    For       For        Management
      DIRECTORS TO HOLD OFFICE DURING THE
      SIXTEENTH FISCAL YEAR.
10    APPOINTMENT OF MEMBERS AND ALTERNATE      For       For        Management
      MEMBERS OF THE SUPERVISORY COMMITTEE FOR
      THE SIXTEENTH FISCAL YEAR.
11    Ratify Auditors                           For       For        Management
12    CONSIDERATION OF THE BUDGET FOR THE AUDIT For       For        Management
      COMMITTEE FOR THE FISCAL YEAR 2004.


- --------------------------------------------------------------------------------

TELECOM ARGENTINA STET - FRANCE SA

Ticker:                      Security ID:  879273209
Meeting Date: FEB 18, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Designate Two Shareholders to Approve and For       For        Management
      Sign Minutes of Meeting
2     Approve Discharge of Supervisory Board    For       For        Management
3     Fix Number of Directors (6) and           For       For        Management
      Alternates (5) Until Next AGM; Reelect
      Amadeo R. Vazquez, Alberto Y. Messano,
      Franco Livini, Gerardo Werthein, Raul
      Antonio Miranda, and Jorge Brea as
      Directors
4     Reelect Enrique Garrido and Maria Rosa    For       For        Management
      Villegas Arevalo and Elect Gerardo Prieto
      as Supervisory Board Members Until Next
      AGM and Elect Guillermo Feldgerg, Rafael
      La Porta Drago, and German A. Gerrarazzo
      as Alternates
5     Amend Articles 1 and 10 Re: Company Name, For       For        Management
      Board Decisions, and Audit Committee


- --------------------------------------------------------------------------------

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       For        Management
1.2   Elect  Director E. Gail de Planque        For       For        Management
1.3   Elect  Director William M. Griffin        For       For        Management
1.4   Elect  Director Kerney Laday              For       For        Management
1.5   Elect  Director Jack E. Little            For       For        Management
1.6   Elect  Director Erle Nye                  For       For        Management
1.7   Elect  Director J.E. Oesterreicher        For       For        Management
1.8   Elect  Director Michael W. Ranger         For       For        Management
1.9   Elect  Director Herbert H. Richardson     For       For        Management
1.10  Elect  Director C. John Wilder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect  Director David A. Christensen      For       For        Management
2.2   Elect  Director Margaret R. Preska        For       For        Management
2.3   Elect  Director W. Thomas Stephens        For       For        Management
2.4   Elect  Director Richard H. Anderson       For       For        Management
2.5   Elect  Director Richard C. Kelly          For       For        Management
2.6   Elect  Director Ralph R. Peterson         For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

XO COMMUNICATIONS, INC.

Ticker:       XOCM           Security ID:  983764838
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl C. Icahn             For       For        Management
1.2   Elect  Director Carl J. Grivner           For       For        Management
1.3   Elect  Director Andrew R. Cohen           For       For        Management
1.4   Elect  Director Adam Dell                 For       Withhold   Management
1.5   Elect  Director Vincent J. Intrieri       For       Withhold   Management
1.6   Elect  Director Keith Meister             For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

YUKOS OIL COMPANY

Ticker:                      Security ID:  98849W108
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT OF YUKOS    For       For        Management
      OIL COMPANY FOR 2003.
2     APPROVAL OF THE ANNUAL ACCOUNTING         For       For        Management
      REPORTS, INCLUDING THE PROFIT AND LOSS
      ACCOUNT, OF YUKOS OIL COMPANY FOR FY
      2003.
3     APPROVAL OF DISTRIBUTION OF PROFIT OF     For       For        Management
      YUKOS OIL COMPANY FOR FY 2003, INCLUDING
      PAYMENT OF DIVIDEND ON COMMON SHARES OF
      YUKOS OIL COMPANY, AND OF LOSSES FOR FY
      2003.
4     ELECTION OF THE BOARD OF DIRECTORS OF     For       For        Management
      YUKOS OIL COMPANY.
5     ELECTION OF MURASHOVA ANTONINA B. TO THE  For       For        Management
      AUDITING COMMISSION OF YUKOS OIL COMPANY.
6     ELECTION OF BRITKOVA ELENA V. TO THE      For       For        Management
      AUDITING COMMISSION OF YUKOS OIL COMPANY.
7     ELECTION OF SERZHANOVA MARGARITA O. TO    For       For        Management
      THE AUDITING COMMISSION OF YUKOS OIL
      COMPANY.
8     APPROVAL OF THE AUDITOR OF YUKOS OIL      For       For        Management
      COMPANY FOR 2004.
9     APPROVAL OF THE TOTAL AMOUNT OF           For       For        Management
      REMUNERATION AND REIMBURSEMENTS OF
      DIRECTORS OF YUKOS OIL COMPANY FOR THE
      PERIOD 2004-2005.




=================== FRANKLIN U.S. GOVERNMENT SECURITIES FUND ===================


N/A

=========================== FRANKLIN UTILITIES FUND ============================


AGL RESOURCES INC.

Ticker:       ATG            Security ID:  001204106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas D. Bell, Jr.       For       Withhold   Management
1.2   Elect  Director Michael J. Durham         For       For        Management
1.3   Elect  Director D. Raymond Riddle         For       For        Management
1.4   Elect  Director Felker W. Ward, Jr.       For       For        Management
1.5   Elect  Director Henry C. Wolf             For       For        Management


- --------------------------------------------------------------------------------

ALLETE INC.

Ticker:       ALE            Security ID:  018522102
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bussmann                  For       For        Management
1.2   Elect  Director Gartzke                   For       For        Management
1.3   Elect  Director Green                     For       For        Management
1.4   Elect  Director Johnson                   For       For        Management
1.5   Elect  Director Mayer                     For       For        Management
1.6   Elect  Director Peirce                    For       For        Management
1.7   Elect  Director Rajala                    For       For        Management
1.8   Elect  Director Smith                     For       For        Management
1.9   Elect  Director Stender                   For       For        Management
1.10  Elect  Director Wegmiller                 For       For        Management
1.11  Elect  Director Weinstein                 For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALLIANT ENERGY CORP.

Ticker:       LNT            Security ID:  018802108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ann K. Newhall            For       For        Management
1.2   Elect  Director Michael L. Bennett        For       For        Management
1.3   Elect  Director Jack B. Evans             For       For        Management
1.4   Elect  Director David A. Perdue           For       For        Management
1.5   Elect  Director Judith D. Pyle            For       For        Management
2     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan S. Elliott          For       For        Management
1.2   Elect  Director Clifford L. Greenwalt     For       For        Management
1.3   Elect  Director Thomas A. Hays            For       For        Management
1.4   Elect  Director Richard A. Liddy          For       For        Management
1.5   Elect  Director Gordon R. Lohman          For       For        Management
1.6   Elect  Director Richard A. Lumpkin        For       For        Management
1.7   Elect  Director John Peters MacCarthy     For       For        Management
1.8   Elect  Director Paul L. Miller, Jr.       For       For        Management
1.9   Elect  Director Charles W. Mueller        For       For        Management
1.10  Elect  Director Douglas R. Oberhelman     For       Withhold   Management
1.11  Elect  Director Gary L. Rainwater         For       For        Management
1.12  Elect  Director Harvey Saligman           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Risks of Nuclear Waste Storage  Against   Against    Shareholder


- --------------------------------------------------------------------------------

AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. R. Brooks              For       For        Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Leonard J. Kujawa         For       For        Management
1.8   Elect  Director Michael G. Morris         For       For        Management
1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
4     Submit Executive Pension Benefit to Vote  Against   Against    Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Establish Term Limits for Directors       Against   Against    Shareholder


- --------------------------------------------------------------------------------

ATMOS ENERGY CORP.

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert W. Best             For       For        Management
1.2   Elect Director Thomas J. Garland          For       For        Management
1.3   Elect Director Phillip E. Nichol          For       For        Management
1.4   Elect Director Charles K. Vaughan         For       For        Management


- --------------------------------------------------------------------------------

CENTRAL VERMONT PUBLIC SERVICE CORP.

Ticker:       CV             Security ID:  155771108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Timothy S. Cobb           For       For        Management
1.2   Elect  Director Bruce M. Lisman           For       For        Management
1.3   Elect  Director Janice L. Scites          For       Withhold   Management


- --------------------------------------------------------------------------------

CINERGY CORP.

Ticker:       CIN            Security ID:  172474108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael G. Browning       For       For        Management
1.2   Elect  Director George C. Juilfs          For       For        Management
1.3   Elect  Director Dudley S. Taft            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James T. Brady            For       For        Management
1.2   Elect  Director James R. Curtiss          For       For        Management
1.3   Elect  Director Edward J. Kelly, III      For       For        Management
1.4   Elect  Director Robert J. Lawless         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan B. Allen            For       For        Management
1.2   Elect  Director Peter W. Brown            For       For        Management
1.3   Elect  Director Ronald J. Calise          For       For        Management
1.4   Elect  Director Thos. E. Capps            For       For        Management
1.5   Elect  Director George A. Davidson, Jr.   For       For        Management
1.6   Elect  Director John W. Harris            For       For        Management
1.7   Elect  Director Robert S. Jepson, Jr.     For       For        Management
1.8   Elect  Director Benjamin J. Lambert, III  For       For        Management
1.9   Elect  Director Richard L. Leatherwood    For       For        Management
1.10  Elect  Director Margaret A. McKenna       For       For        Management
1.11  Elect  Director Kenneth A. Randall        For       For        Management
1.12  Elect  Director Frank S. Royal            For       For        Management
1.13  Elect  Director S. Dallas Simmons         For       For        Management
1.14  Elect  Director Robert H. Spilman         For       For        Management
1.15  Elect  Director David A. Wollard          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Executive Compensation to Vote     Against   Against    Shareholder


- --------------------------------------------------------------------------------

DTE ENERGY CO.

Ticker:       DTE            Security ID:  233331107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.2   Elect  Director Allan D. Gilmour          For       Withhold   Management
1.3   Elect  Director Frank M. Hennessey        For       For        Management
1.4   Elect  Director Gail J. McGovern          For       Withhold   Management
1.5   Elect  Director Josue Robles, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director France A. Cordova         For       For        Management
1.3   Elect  Director Bradford M. Freeman       For       For        Management
1.4   Elect  Director Bruce Karatz              For       For        Management
1.5   Elect  Director Luis G. Nogales           For       For        Management
1.6   Elect  Director Ronald L. Olson           For       For        Management
1.7   Elect  Director James M. Rosser           For       For        Management
1.8   Elect  Director Richard T. Schlosberg,    For       For        Management
      III
1.9   Elect  Director Robert H. Smith           For       For        Management
1.10  Elect  Director Thomas C. Sutton          For       For        Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

ENERGY EAST CORPORATION

Ticker:       EAS            Security ID:  29266M109
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Aurelio           For       For        Management
1.2   Elect  Director James A. Carrigg          For       For        Management
1.3   Elect  Director David M. Jagger           For       For        Management
1.4   Elect  Director Ben E. Lynch              For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Eliminate Cumulative Voting               For       Against    Management
4     Approve Employee Stock Purchase Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maureen Scannell Bateman  For       For        Management
1.2   Elect  Director W. Frank Blount           For       For        Management
1.3   Elect  Director Simon D. deBree           For       For        Management
1.4   Elect  Director Claiborne P. Deming       For       For        Management
1.5   Elect  Director Alexis M. Herman          For       Withhold   Management
1.6   Elect  Director Donald C. Hintz           For       For        Management
1.7   Elect  Director J. Wayne Leonard          For       For        Management
1.8   Elect  Director Robert v.d. Luft          For       For        Management
1.9   Elect  Director Kathleen A. Murphy        For       For        Management
1.10  Elect  Director Paul W. Murrill           For       For        Management
1.11  Elect  Director James R. Nichols          For       For        Management
1.12  Elect  Director William A. Percy, II      For       For        Management
1.13  Elect  Director Dennis H. Reilley         For       For        Management
1.14  Elect  Director Wm. Clifford Smith        For       Withhold   Management
1.15  Elect  Director Bismark A. Steinhagen     For       For        Management
1.16  Elect  Director Steven V. Wilkinson       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
4     Restore or Provide for Cumulative Voting  Against   For        Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee T. Todd, Jr., Ph.D.   For       For        Management
1.2   Elect  Director Murry S. Gerber           For       For        Management
1.3   Elect  Director George L. Miles, Jr.      For       For        Management
1.4   Elect  Director James W. Whalen           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas DeBenedictis     For       For        Management
1.2   Elect  Director G. Fred Dibona, Jr.       For       For        Management
1.3   Elect  Director Sue L. Gin                For       For        Management
1.4   Elect  Director Edgar D. Jannotta         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul T. Addison           For       For        Management
1.2   Elect  Director Ernest J. Novak, Jr.      For       For        Management
1.3   Elect  Director John M. Pietruski         For       For        Management
1.4   Elect  Director Catherine A. Rein         For       For        Management
1.5   Elect  Director Robert C. Savage          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Approve Deferred Compensation Plan        For       Against    Management
6     Approve Deferred Compensation Plan        For       Against    Management
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
9     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
10    Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Sherry S. Barrat          For       For        Management
1.3   Elect  Director Robert M. Beall, Ii       For       For        Management
1.4   Elect  Director J. Hyatt Brown            For       For        Management
1.5   Elect  Director James L. Camaren          For       For        Management
1.6   Elect  Director Lewis Hay III             For       For        Management
1.7   Elect  Director Frederic V. Malek         For       For        Management
1.8   Elect  Director Michael H. Thaman         For       For        Management
1.9   Elect  Director Paul R. Tregurtha         For       For        Management
1.10  Elect  Director Frank G. Zarb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       Against    Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

HAWAIIAN ELECTRIC INDUSTRIES, INC.

Ticker:       HE             Security ID:  419870100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor Hao Li, S.J.D.     For       For        Management
1.2   Elect  Director T. Michael May            For       For        Management
1.3   Elect  Director Diane J. Plotts           For       For        Management
1.4   Elect  Director Kelvin H. Taketa          For       For        Management
1.5   Elect  Director Jeffrey N. Watanabe       For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KEYSPAN CORPORATION

Ticker:       KSE            Security ID:  49337W100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. Catell          For       For        Management
1.2   Elect  Director Andrea S. Christensen     For       For        Management
1.3   Elect  Director Alan H. Fishman           For       For        Management
1.4   Elect  Director J. Atwood Ives            For       For        Management
1.5   Elect  Director James R. Jones            For       For        Management
1.6   Elect  Director James L. Larocca          For       For        Management
1.7   Elect  Director Gloria C. Larson          For       For        Management
1.8   Elect  Director Stephen W. Mckessy        For       For        Management
1.9   Elect  Director Edward D. Miller          For       For        Management
1.10  Elect  Director Vikki L. Pryor            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Battey         For       For        Management
1.2   Elect  Director H. A. True, III           For       For        Management
1.3   Elect  Director Fayez Sarofim             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Prepare a Sustainability Report           Against   Against    Shareholder
5     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

NICOR INC.

Ticker:       GAS            Security ID:  654086107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Beavers, Jr.    For       For        Management
1.2   Elect  Director Bruce P. Bickner          For       Withhold   Management
1.3   Elect  Director John H. Birdsall, III     For       Withhold   Management
1.4   Elect  Director Thomas A. Donahoe         For       Withhold   Management
1.5   Elect  Director Thomas L. Fisher          For       For        Management
1.6   Elect  Director John E. Jones             For       Withhold   Management
1.7   Elect  Director Dennis J. Keller          For       For        Management
1.8   Elect  Director William A. Osborn         For       Withhold   Management
1.9   Elect  Director John Rau                  For       Withhold   Management
1.10  Elect  Director John F. Riordan           For       For        Management
1.11  Elect  Director Russ M. Strobel           For       For        Management
1.12  Elect  Director Patricia A. Wier          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       Withhold   Management
1.2   Elect  Director Dennis E. Foster          For       For        Management
1.3   Elect  Director Richard L. Thompson       For       For        Management
1.4   Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William M. Bell           For       For        Management
1.2   Elect  Director Julie H. Edwards          For       For        Management
1.3   Elect  Director Pattye L. Moore           For       For        Management
1.4   Elect  Director J.D. Scott                For       For        Management
1.5   Elect  Director James C. Day              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PEPCO HOLDINGS, INC.

Ticker:       POM            Security ID:  713291102
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack B. Dunn, IV          For       For        Management
1.2   Elect  Director Richard B. McGlynn        For       For        Management
1.3   Elect  Director Peter F. O'Malley         For       For        Management
1.4   Elect  Director Frank K. Ross             For       For        Management
1.5   Elect  Director William T. Torgerson      For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Andrews          For       Withhold   Management
1.2   Elect  Director Leslie S. Biller          For       For        Management
1.3   Elect  Director David A. Coulter          For       For        Management
1.4   Elect  Director C. Lee Cox                For       For        Management
1.5   Elect  Director Robert D. Glynn, Jr.      For       For        Management
1.6   Elect  Director David M. Lawrence, MD     For       For        Management
1.7   Elect  Director Mary S. Metz              For       For        Management
1.8   Elect  Director Barry Lawson Williams     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
5     Require Directors be a Link-Free          Against   For        Shareholder
      Directors
6     Adopt Radioactive Waste Policy            Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

PINNACLE WEST CAPITAL CORP.

Ticker:       PNW            Security ID:  723484101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roy A. Herberger, Jr.     For       For        Management
1.2   Elect  Director Humberto S. Lopez         For       For        Management
1.3   Elect  Director Kathryn L. Munro          For       For        Management
1.4   Elect  Director William L. Stewart        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder


- --------------------------------------------------------------------------------

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Hecht          For       For        Management
1.2   Elect  Director Stuart Heydt              For       For        Management
1.3   Elect  Director W. Keith Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles Coker             For       For        Management
1.2   Elect  Director Robert McGehee            For       For        Management
1.3   Elect  Director E. Marie McKee            For       For        Management
1.4   Elect  Director Peter Rummell             For       For        Management
1.5   Elect  Director Jean Wittner              For       For        Management
2     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

PUGET ENERGY, INC.

Ticker:       PSD            Security ID:  745310102
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phyllis J. Campbell       For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Dr. Kenneth P. Mortimer   For       For        Management
1.4   Elect  Director Stephen P. Reynolds       For       For        Management


- --------------------------------------------------------------------------------

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Barnes           For       For        Management
1.2   Elect  Director James A. Henderson        For       For        Management
1.3   Elect  Director John B. McCoy             For       Withhold   Management
1.4   Elect  Director S. Donley Ritchey         For       Withhold   Management
1.5   Elect  Director Joyce M. Roche            For       For        Management
1.6   Elect  Director Patricia P. Upton         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws                              For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Change Size of Board of Directors         Against   Against    Shareholder


- --------------------------------------------------------------------------------

SCOTTISH & SOUTHERN ENERGY PLC (FRM.HYDRO ELECTRIC POWER PLC

Ticker:       SCTZ40         Security ID:  G7885V109
Meeting Date: JUL 24, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 24.5 Pence Per  For       For        Management
      Ordinary Share
4     Elect Gregor Alexander as Director        For       For        Management
5     Elect Rene Medori as Director             For       For        Management
6     Elect Susan Rice as Director              For       For        Management
7     Elect Robert Smith as Director            For       For        Management
8     Reelect Colin Hood as Director            For       For        Management
9     Reelect David Payne as Director           For       For        Management
10    Reelect David Sigsworth as Director       For       For        Management
11    Approve KPMG Audit Plc as Auditors and    For       For        Management
      Authorize Board to Fix Their Remuneration
12    Approve Increase in Remuneration of       For       For        Management
      Nonexecutive Directors to GBP 400,000
13    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 21,452,330
14    Authorize 85,809,319 Ordinary Shares for  For       For        Management
      Share Repurchase Program


- --------------------------------------------------------------------------------

SCOTTISH POWER PLC

Ticker:       SPI            Security ID:  G79314129
Meeting Date: JUL 25, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Nick Rose as Director               For       For        Management
4     Elect Donald Brydon as Director           For       For        Management
5     Reelect Charles Smith as Director         For       For        Management
6     Reelect David Nish as Director            For       For        Management
7     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
8     Authorize EU Political Donations up to    For       For        Management
      GBP 100,000
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 46,403,949
10    Authorize 185,615,798 Shares for Share    For       For        Management
      Repurchase Program


- --------------------------------------------------------------------------------

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Baum           For       For        Management
1.2   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.3   Elect  Director Richard G. Newman         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
7     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

SIERRA PACIFIC RESOURCES

Ticker:       SRP            Security ID:  826428104
Meeting Date: AUG 11, 2003   Meeting Type: Special
Record Date:  JUN 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve the Conversion of Securities      For       Against    Management


- --------------------------------------------------------------------------------

SIERRA PACIFIC RESOURCES

Ticker:       SRP            Security ID:  826428104
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Donnelley        For       Withhold   Management
1.2   Elect  Director Walter M. Higgins         For       Withhold   Management
1.3   Elect  Director John F. O'Reilly          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director Dorrit J. Bern            For       For        Management
1.3   Elect  Director Francis S. Blake          For       For        Management
1.4   Elect  Director Thomas F. Chapman         For       For        Management
1.5   Elect  Director H. Allen Franklin         For       For        Management
1.6   Elect  Director Bruce S. Gordon           For       For        Management
1.7   Elect  Director Donald M. James           For       For        Management
1.8   Elect  Director Zack T. Pate              For       For        Management
1.9   Elect  Director J. Neal Purcell           For       For        Management
1.10  Elect  Director David M. Ratcliffe        For       For        Management
1.11  Elect  Director Gerald J. St. Pe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Outside Director Stock in Lieu of For       For        Management
      Cash


- --------------------------------------------------------------------------------

TECO ENERGY, INC.

Ticker:       TE             Security ID:  872375100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom L. Rankin             For       For        Management
1.2   Elect  Director William D. Rockford       For       For        Management
1.3   Elect  Director J. Thomas Touchton        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Expense Stock Options                     Against   Against    Shareholder


- --------------------------------------------------------------------------------

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       For        Management
1.2   Elect  Director E. Gail de Planque        For       For        Management
1.3   Elect  Director William M. Griffin        For       For        Management
1.4   Elect  Director Kerney Laday              For       For        Management
1.5   Elect  Director Jack E. Little            For       For        Management
1.6   Elect  Director Erle Nye                  For       For        Management
1.7   Elect  Director J.E. Oesterreicher        For       For        Management
1.8   Elect  Director Michael W. Ranger         For       For        Management
1.9   Elect  Director Herbert H. Richardson     For       For        Management
1.10  Elect  Director C. John Wilder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

UNITED UTILITIES PLC

Ticker:                      Security ID:  G92806101
Meeting Date: AUG 26, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase Authorized Capital;      For       For        Management
      Allot A Shares Pursuant to Rights Issue
      and Issue Further Shares;Issuance Without
      Preemptive Rights;Authorize Ord. Shares/A
      Shares for Market Repurchases;Amend
      Articles;Authorize Consolidation of A
      Shares


- --------------------------------------------------------------------------------

UNITED UTILITIES PLC

Ticker:                      Security ID:  G92806101
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 32.1 Pence Per  For       For        Management
      Share
3     Reelect John Roberts as Director          For       For        Management
4     Reelect Gordon Waters as Director         For       For        Management
5     Reelect Jane Newell as Director           For       For        Management
6     Approve Remuneration Report               For       For        Management
7     Approve Deloitte and Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 185,565,137
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 27,834,770
10    Authorize 55,669,541 Ordinary Shares for  For       For        Management
      Share Repurchase Program


- --------------------------------------------------------------------------------

VECTREN CORP.

Ticker:       VVC            Security ID:  92240G101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Engelbrecht       For       For        Management
1.2   Elect  Director William G. Mays           For       Withhold   Management
1.3   Elect  Director J. Timothy Mcginley       For       For        Management
1.4   Elect  Director Richard P. Rechter        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect  Director David A. Christensen      For       For        Management
2.2   Elect  Director Margaret R. Preska        For       For        Management
2.3   Elect  Director W. Thomas Stephens        For       For        Management
2.4   Elect  Director Richard H. Anderson       For       For        Management
2.5   Elect  Director Richard C. Kelly          For       For        Management
2.6   Elect  Director Ralph R. Peterson         For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan




                                   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) FRANKLIN CUSTODIAN FUNDS, INC.
            -------------------------------------------------------------------

By:(Signature and Title)*/s/JIMMY D. GAMBILL
                         ------------------------------------------------------
                         Jimmy D. Gambill,
                         Chief Executive Officer - Finance and Administration


Date  August 25, 2004
    --------------------


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