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

                             FORM N-PX

	ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
      	      MANAGEMENT INVESTMENT COMPANY

Investment Company Act File number 811-1710 _____________________

		 DAVIS NEW YORK VENTURE FUND,INC.
_________________________________________________________________
       (Exact name of registrant as specified in charter)

DAVIS NEW YORK VENTURE FUND, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
_________________________________________________________________
(Address of principal executive offices)			(Zip code)

Registrant's telephone number, including area code: (212)891-5008

Date of fiscal year end:  7/31/2004____________

Date of reporting period: 07/01/2003-06/30/2004_


				SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has duly casued this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Davis New York Venture Fund, Inc.
____________________________________________________________________
                         (Registrant)

Name:   Anthony Frazia, JD, CRCP
Title:    Director of Institutional Operations & Compliance
Phone:    (212) 891-5508
Signature, Place, and Date of Signing:
Anthony Frazia     New York, New York    August 30, 2004
____________________________________________________________________
                      By (Signature and Title)

		

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-01701
Reporting Period: 07/01/2003 - 06/30/2004
Davis New York Venture Fund, Inc.


========================= DAVIS NEW YORK VENTURE FUND ==========================


AGERE SYSTEMS INC

Ticker:       AGR.A          Security ID:  00845V100
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Clemmer        For       For        Management
1.2   Elect  Director John T. Dickson           For       For        Management


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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   Against    Shareholder


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Bernard Aidinoff       For       For        Management
1.2   Elect  Director Pei-Yuan Chia             For       For        Management
1.3   Elect  Director Marshall A. Cohen         For       For        Management
1.4   Elect  Director Willaim S. Cohen          For       For        Management
1.5   Elect  Director Martin S. Feldstein       For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Maurice R. Greenberg      For       For        Management
1.8   Elect  Director Carla A. Hills            For       For        Management
1.9   Elect  Director Frank J. Hoenemeyer       For       For        Management
1.10  Elect  Director Richard C. Holbrooke      For       For        Management
1.11  Elect  Director Donald P. Kanak           For       For        Management
1.12  Elect  Director Howard I. Smith           For       For        Management
1.13  Elect  Director Martin J. Sullivan        For       For        Management
1.14  Elect  Director Edmund S.W. Tse           For       For        Management
1.15  Elect  Director Frank G. Zarb             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Divest from Tobacco Equities              Against   Against    Shareholder
7     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending


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

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick G. Ryan           For       Withhold   Management
1.2   Elect  Director Edgar D. Jannotta         For       Withhold   Management
1.3   Elect  Director Jan Kalff                 For       Withhold   Management
1.4   Elect  Director Lester B. Knight          For       Withhold   Management
1.5   Elect  Director J. Michael Losh           For       Withhold   Management
1.6   Elect  Director R. Eden Martin            For       Withhold   Management
1.7   Elect  Director Andrew J. McKenna         For       Withhold   Management
1.8   Elect  Director Robert S. Morrison        For       Withhold   Management
1.9   Elect  Director Richard C. Notebaert      For       Withhold   Management
1.10  Elect  Director Michael D. O'Halleran     For       Withhold   Management
1.11  Elect  Director John W. Rogers, Jr.       For       Withhold   Management
1.12  Elect  Director Gloria Santona            For       Withhold   Management
1.13  Elect  Director Carolyn Y. Woo            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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BANK ONE CORP.

Ticker:       ONE            Security ID:  06423A103
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 John H. Bryan             For       For        Management
2.2   Elect  Director Stephen B. Burke          For       For        Management
2.3   Elect  Director James S. Crown            For       For        Management
2.4   Elect  Director James Dimon               For       For        Management
2.5   Elect  Director Maureen A. Fay            For       For        Management
2.6   Elect  Director Laban P. Jackson, Jr.     For       For        Management
2.7   Elect  Director John W. Kessler           For       For        Management
2.8   Elect  Director Robert I. Lipp            For       For        Management
2.9   Elect  Director Richard A. Manoogian      For       For        Management
2.10  Elect  Director David C. Novak            For       For        Management
2.11  Elect  Director John W. Rogers, Jr.       For       For        Management
2.12  Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
3     Ratify Auditors                           For       For        Management


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 1, 2004    Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Susan T. Buffett           For       For        Management
1.4   Elect Director Howard G. Buffett          For       For        Management
1.5   Elect Director Malcolm G. Chace           For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Garland Cupp            For       For        Management
1.2   Elect Director Robert E. Beauchamp        For       For        Management
1.3   Elect Director Jon E. Barfield            For       For        Management
1.4   Elect Director John W. Barter             For       For        Management
1.5   Elect Director Meldon K. Gafner           For       For        Management
1.6   Elect Director L.W. Gray                  For       For        Management
1.7   Elect Director Kathleen A. O'Neil         For       For        Management
1.8   Elect Director George F. Raymond          For       For        Management
1.9   Elect Director Tom C. Tinsley             For       For        Management
2     Ratify Auditors                           For       For        Management


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CENTERPOINT PROPERTIES TRUST

Ticker:       CNT            Security ID:  151895109
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas C. Babson        For       For        Management
1.2   Elect  Director Martin Barber             For       For        Management
1.3   Elect  Director Norman R. Bobins          For       For        Management
1.4   Elect  Director Alan D. Feld              For       For        Management
1.5   Elect  Director Paul S. Fisher            For       For        Management
1.6   Elect  Director John S. Gates, Jr.        For       For        Management
1.7   Elect  Director Michael M. Mullen         For       For        Management
1.8   Elect  Director Thomas E. Robinson        For       For        Management
1.9   Elect  Director John C. Staley            For       For        Management
1.10  Elect  Director Robert L. Stovall         For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Zoe Baird                 For       For        Management
1.2   Elect  Director Sheila P. Burke           For       For        Management
1.3   Elect  Director James I. Cash, Jr.        For       For        Management
1.4   Elect  Director Joel J. Cohen             For       For        Management
1.5   Elect  Director James M. Cornelius        For       For        Management
1.6   Elect  Director John D. Finnegan          For       For        Management
1.7   Elect  Director David H. Hoag             For       For        Management
1.8   Elect  Director Klaus J. Mangold          For       For        Management
1.9   Elect  Director Sir David G. Scholey, CBE For       For        Management
1.10  Elect  Director Raymond G. H. Seitz       For       For        Management
1.11  Elect  Director Lawrence M. Small         For       For        Management
1.12  Elect  Director Daniel E. Somers          For       For        Management
1.13  Elect  Director Karen Hastie Williams     For       For        Management
1.14  Elect  Director James M. Zimmerman        For       For        Management
1.15  Elect  Director Alfred W. Zollar          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

CITIGROUP INC.

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

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


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Report on Drilling in the Arctic National Against   Against    Shareholder
      Wildlife Refuge


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin S. Carson, Sr.,   For       For        Management
      M.D. as Class II Director
1.2   Elect Director Hamilton E. James as Class For       For        Management
      II Director
1.3   Elect Director Jill S. Ruckelshaus as     For       For        Management
      Class II Director
1.4   Elect Director William H. Gates, II as    For       For        Management
      Class II Director
1.5   Elect Director Daniel J. Evans as Class I For       For        Management
      Director
2     Declassify the Board of Directors         Against   For        Shareholder
3     Develop Land Procurement Policy           Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas F. Ferguson        For       For        Management
1.2   Elect  Director Peter J. Fluor            For       For        Management
1.3   Elect  Director David M. Gavin            For       For        Management
1.4   Elect  Director Michael E. Gellert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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DIAGEO PLC (FORMERLY GUINNESS PLC)

Ticker:       DEO            Security ID:  G42089113
Meeting Date: OCT 22, 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 15.7 Pence Per  For       For        Management
      Share
4     Reelect Lord Blyth as Director            For       For        Management
5     Reelect Keith Oates as Director           For       For        Management
6     Reelect Paul Walsh as Director            For       For        Management
7     Approve KPMG Audit Plc as Auditors and    For       For        Management
      Authorize Board to Fix Their Remuneration
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 44,833,003
9     Authorize 309,885,718 Shares for Share    For       For        Management
      Repurchase Program


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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


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ELI LILLY AND CO.

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

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


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EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George A. Alcorn          For       For        Management
1.2   Elect  Director Charles R. Crisp          For       For        Management
1.3   Elect  Director Mark G. Papa              For       For        Management
1.4   Elect  Director Edmund P. Segner, III     For       For        Management
1.5   Elect  Director Donald F. Textor          For       For        Management
1.6   Elect  Director Frank G. Wisner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Other Business                            For       Against    Management


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EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth J. Duffy          For       For        Management
1.2   Elect  Director Joseph V. Taranto         For       For        Management
2     Ratify Auditors                           For       For        Management


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FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Darryl F. Allen           For       For        Management
1.2   Elect  Director Allen M. Hill             For       For        Management
1.3   Elect  Director Dr Mitchel D Livingston   For       For        Management
1.4   Elect  Director Hendrik G. Meijer         For       For        Management
1.5   Elect  Director James E. Rogers           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Sexual Orientation                  None      For        Shareholder
      Non-Discrimination Policy


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James A. Johnson          For       For        Management
1.2   Elect  Director Douglas H. McCorkindale   For       For        Management
1.3   Elect  Director Stephen P. Munn           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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GENERAL GROWTH PROPERTIES, INC.

Ticker:       GGP            Security ID:  370021107
Meeting Date: NOV 20, 2003   Meeting Type: Special
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Common Stock and a    For       For        Management
      Stock Split


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

GENERAL GROWTH PROPERTIES, INC.

Ticker:       GGP            Security ID:  370021107
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Bucksbaum            For       For        Management
1.2   Elect  Director Alan Cohen                For       For        Management
1.3   Elect  Director Anthony Downs             For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOLDEN WEST FINANCIAL CORP.

Ticker:       GDW            Security ID:  381317106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patricia A. King          For       For        Management
1.2   Elect  Director Marion O. Sandler         For       For        Management
1.3   Elect  Director Leslie Tang Schilling     For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Management Stock Purchase Plan      For       For        Management


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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


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

HSBC HOLDINGS PLC

Ticker:                      Security ID:  G4634U169
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Re-elect Lord Butler as Director          For       For        Management
2b    Re-elect Baroness Lydia Dunn as Director  For       For        Management
2c    Elect Rona Fairhead as Director           For       For        Management
2d    Re-elect William Fung as Director         For       For        Management
2e    Elect Michael Geoghegan as Director       For       For        Management
2f    Re-elect Sharon Hintze as Director        For       For        Management
2g    Re-elect John Kemp-Welch as Director      For       For        Management
2h    Re-elect Sir Mark Moody-Stuart as         For       For        Management
      Director
2i    Re-elect Helmut Sohmen as Director        For       For        Management
3     Re-appoint KPMG Audit Plc as Auditors and For       For        Management
      Authorise Board to Fix Remuneration of
      Auditors
4     Approve Remuneration Report               For       For        Management
5     Authorise 1,099,900,000 Ordinary Shares   For       For        Management
      for Market Purchase
6     Auth. Issuance of Non-Cumulative Pref.    For       For        Management
      Shares with Pre-emptive Rights up to
      Aggregate Nominal Amount of GBP 100,000,
      USD 100,000 and EUR 100,000; and Auth.
      Issuance of Ord. Shares with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 1,099,900,000
7     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 274,975,000
8     Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 35,000
      to GBP 55,000 Per Annum


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Andrew Cox             For       For        Management
1.2   Elect  Director James P. Craig, III       For       For        Management
1.3   Elect  Director Deborah R. Gatzek         For       For        Management
2     Ratify Auditors                           For       For        Management


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis C. Camilleri        For       For        Management
1.2   Elect  Director Roger K. Deromedi         For       For        Management
1.3   Elect  Director Dinyar S. Devitre         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Betsy D. Holden           For       For        Management
1.6   Elect  Director John C. Pope              For       For        Management
1.7   Elect  Director Mary L. Schapiro          For       For        Management
1.8   Elect  Director Charles R. Wall           For       For        Management
1.9   Elect  Director Deborah C. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management


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

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank T. Cary             For       For        Management
1.2   Elect  Director Paul J. Curlander         For       For        Management
1.3   Elect  Director Martin D. Walker          For       For        Management
1.4   Elect  Director James F. Hardymon         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

LLOYDS TSB GROUP PLC (FORMERLY TSB GROUP)

Ticker:                      Security ID:  G5542W106
Meeting Date: MAY 21, 2004   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
3a    Elect Peter Ayliffe as Director           For       For        Management
3b    Elect Wolfgang Berndt as Director         For       For        Management
3c    Elect Angela Knight as Director           For       For        Management
3d    Elect Helen Weir as Director              For       For        Management
4a    Re-elect Ewan Brown as Director           For       For        Management
4b    Re-elect Eric Daniels as Director         For       For        Management
4c    Re-elect David Pritchard as Director      For       For        Management
4d    Re-elect Maarten van den Bergh as         For       For        Management
      Director
5     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
6     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
7     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 334,068,329; USD 40,000,000; EUR
      40,000,000 and JPY 1,250,000,000
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 70,913,582
9     Authorise 567 Million Ordinary Shares for For       For        Management
      Market Purchase
10    Adopt New Articles of Association         For       For        Management
11    Approve Lloyds TSB Performance Share Plan For       For        Management
      and Amend Lloyds TSB Group No 2 Executive
      Share Options Scheme 1997


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424108
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       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Support Legislation and Make Public       Against   Against    Shareholder
      Statements on Environmental Tobacco Smoke
5     Cease Charitable Contributions            Against   Against    Shareholder


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

MARKEL CORP.

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

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


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

MARRIOTT INTERNATIONAL INC. (NEW)

Ticker:       MAR            Security ID:  571903202
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence W. Kellner       For       For        Management
1.2   Elect  Director John W. Marriott III      For       For        Management
1.3   Elect  Director Harry J. Pearce           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder


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

MARTIN MARIETTA MATERIALS, INC.

Ticker:       MLM            Security ID:  573284106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marcus C. Bennett         For       For        Management
1.2   Elect  Director Dennis L. Rediker         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


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

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


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

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


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Madigan           For       For        Management
1.2   Elect  Director Dr. Klaus Zumwinkel       For       For        Management
1.3   Elect  Director Sir Howard Davies         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald W. Burkle          For       For        Management
1.2   Elect  Director John S. Chalsty           For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director R. Chad Dreier            For       For        Management
1.5   Elect  Director John E. Feick             For       For        Management
1.6   Elect  Director Ray R. Irani              For       For        Management
1.7   Elect  Director Dale R. Laurance          For       For        Management
1.8   Elect  Director Irvin W. Maloney          For       For        Management
1.9   Elect  Director Rodolfo Segovia           For       For        Management
1.10  Elect  Director Aziz D. Syriani           For       For        Management
1.11  Elect  Director Rosemary Tomich           For       For        Management
1.12  Elect  Director Walter L. Weisman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Prohibit Awards to Executives             Against   Against    Shareholder


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

PFIZER INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, 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


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

PRINCIPAL FINANCIAL GROUP, INC.

Ticker:       PFG            Security ID:  74251V102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David J. Drury            For       For        Management
1.2   Elect  Director C. Daniel Gelatt          For       For        Management
1.3   Elect  Director Sandra L. Helton          For       For        Management
1.4   Elect  Director Federico F. Pena          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

PROGRESSIVE CORP., THE

Ticker:       PGR            Security ID:  743315103
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter B. Lewis            For       For        Management
1.2   Elect  Director Glenn M. Renwick          For       For        Management
1.3   Elect  Director Donald B. Shackelford     For       For        Management
2     Amend Articles to Issue Shares without    For       For        Management
      Issuing Physical Certificates
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

PROVIDIAN FINANCIAL CORP.

Ticker:       PVN            Security ID:  74406A102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Douglas           For       For        Management
1.2   Elect  Director J. David Grissom          For       For        Management
1.3   Elect  Director Robert J. Higgins         For       For        Management
1.4   Elect  Director Francesca Ruiz de         For       For        Management
      Luzuriaga
2     Ratify Auditors                           For       For        Management


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

RENTOKIL INITIAL PLC(FORMERLY RENTOKIL GROUP PLC )

Ticker:                      Security ID:  G75093115
Meeting Date: MAY 27, 2004   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 4.35 Pence Per  For       For        Management
      Ordinary Share
4.1   Re-elect Edward Brown as Director         For       For        Management
4.2   Re-elect Ronald Spinney as Director       For       For        Management
4.3   Re-elect James Wilde as Director          For       For        Management
5     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
6     Authorise 235,420,780 Ordinary Shares for For       For        Management
      Market Purchase
7     Other Business (Non-Voting)               None      None       Management


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

SEALED AIR CORP.

Ticker:       SEE            Security ID:  81211K100
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hank Brown                For       For        Management
1.2   Elect  Director Michael Chu               For       For        Management
1.3   Elect  Director Lawrence R. Codey         For       For        Management
1.4   Elect  Director T.J. Dermot Dunphy        For       For        Management
1.5   Elect  Director Charles F. Farrell, Jr.   For       For        Management
1.6   Elect  Director William V. Hickey         For       For        Management
1.7   Elect  Director Kenneth P. Manning        For       For        Management
1.8   Elect  Director William J. Marino         For       For        Management
2     Ratify Auditors                           For       For        Management


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kennett Burnes            For       For        Management
1.2   Elect  Director David Gruber              For       For        Management
1.3   Elect  Director Linda Hill                For       For        Management
1.4   Elect  Director Charles Lamantia          For       For        Management
1.5   Elect  Director Robert Weissman           For       For        Management
2     Exempt Board of Directors from            Against   For        Shareholder
      Massachusetts General Laws, Chapter 156B,
      Section 50A(a)


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

SUN LIFE FINANCIAL INC.

Ticker:       SLF.           Security ID:  866796105
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend By-law No. 1: Retirement of         For       For        Management
      Directors
2     Amend By-law No. 1: Aggregate Maximum     For       For        Management
      Directors' Compensation
3.1   Elect  Director Robert M. Astley          For       For        Management
3.2   Elect  Director William R. Fatt           For       For        Management
3.3   Elect  Director Germaine Gibara           For       For        Management
3.4   Elect  Director Stanley H. Hartt          For       For        Management
3.5   Elect  Director Ronald W. Osborne         For       For        Management
3.6   Elect  Director Madeleine M. Paquin       For       For        Management
3.7   Elect  Director C. James Prieur           For       For        Management
3.8   Elect  Director Donald A. Stewart         For       For        Management
3.9   Elect  Director William W. Stinson        For       For        Management
3.10  Elect  Director W. Vickery Stoughton      For       For        Management
4     Ratify Deloitte & Touche LLP as Auditors  For       For        Management


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

TAKEFUJI CORP.

Ticker:                      Security ID:  J81335101
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 50,
      Final JY 50, Special JY 0
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion
3.1   Elect Director                            For       Against    Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
4     Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditor


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

TRANSATLANTIC HOLDINGS, INC.

Ticker:       TRH            Security ID:  893521104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James Balog               For       For        Management
1.2   Elect  Director C. Fred Bergsten          For       For        Management
1.3   Elect  Director Maurice R. Greenberg      For       For        Management
1.4   Elect  Director Tomio Higuchi             For       For        Management
1.5   Elect  Director John J. Mackowski         For       For        Management
1.6   Elect  Director Edward E. Matthews        For       For        Management
1.7   Elect  Director Robert F. Orlich          For       For        Management
1.8   Elect  Director Howard I. Smith           For       For        Management
1.9   Elect  Director Thomas R. Tizzio          For       For        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       For        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       For        Management
2     APPROVAL OF THE AMENDMENT OF OUR          For       For        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       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        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       For        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       For        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       For        Management


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

VULCAN MATERIALS CO.

Ticker:       VMC            Security ID:  929160109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Orin R. Smith             For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Donald B. Rice            For       For        Management
1.4   Elect  Director Vincent J. Trosino        For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       For        Management
1.11  Elect  Director Judith M. Runstad         For       For        Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       For        Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: APR 7, 2004    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve 2004 Leadership Equity            For       For        Management
      Acquisition Plan


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: JUN 28, 2004   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 4.4 Pence Per   For       For        Management
      Ordinary Share
3a    Elect Orit Gadiesh as Director            For       For        Management
3b    Elect Koichiro Naganuma as Director       For       For        Management
3c    Elect Paul Spencer as Director            For       For        Management
3d    Re-elect Philip Lader as Director         For       For        Management
3e    Re-elect Jeremy Bullmore as Director      For       For        Management
3f    Re-elect John Jackson as Director         For       For        Management
3g    Re-elect Stanley Morten as Director       For       For        Management
3h    Re-elect John Quelch as Director          For       For        Management
4     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
5     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 39,334,225
6     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,900,134
7     Authorise 118,002,676 Ordinary Shares for For       For        Management
      Market Purchase
8     Approve Remuneration Report               For       For        Management
9     Amend the Capital Investment Plan         For       For        Management
10    Amend the Notional Share Award Plan       For       For        Management
11    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 450,000
      to GBP 1,000,000


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: APR 16, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve 2004 Leadership Equity            For       For        Management
      Acquisition Plan




============================= DAVIS RESEARCH FUND ==============================


AGERE SYSTEMS INC

Ticker:       AGR.A          Security ID:  00845V100
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Clemmer        For       For        Management
1.2   Elect  Director John T. Dickson           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   Against    Shareholder


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

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Bernard Aidinoff       For       For        Management
1.2   Elect  Director Pei-Yuan Chia             For       For        Management
1.3   Elect  Director Marshall A. Cohen         For       For        Management
1.4   Elect  Director Willaim S. Cohen          For       For        Management
1.5   Elect  Director Martin S. Feldstein       For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Maurice R. Greenberg      For       For        Management
1.8   Elect  Director Carla A. Hills            For       For        Management
1.9   Elect  Director Frank J. Hoenemeyer       For       For        Management
1.10  Elect  Director Richard C. Holbrooke      For       For        Management
1.11  Elect  Director Donald P. Kanak           For       For        Management
1.12  Elect  Director Howard I. Smith           For       For        Management
1.13  Elect  Director Martin J. Sullivan        For       For        Management
1.14  Elect  Director Edmund S.W. Tse           For       For        Management
1.15  Elect  Director Frank G. Zarb             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Divest from Tobacco Equities              Against   Against    Shareholder
7     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending


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

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick G. Ryan           For       Withhold   Management
1.2   Elect  Director Edgar D. Jannotta         For       Withhold   Management
1.3   Elect  Director Jan Kalff                 For       Withhold   Management
1.4   Elect  Director Lester B. Knight          For       Withhold   Management
1.5   Elect  Director J. Michael Losh           For       Withhold   Management
1.6   Elect  Director R. Eden Martin            For       Withhold   Management
1.7   Elect  Director Andrew J. McKenna         For       Withhold   Management
1.8   Elect  Director Robert S. Morrison        For       Withhold   Management
1.9   Elect  Director Richard C. Notebaert      For       Withhold   Management
1.10  Elect  Director Michael D. O'Halleran     For       Withhold   Management
1.11  Elect  Director John W. Rogers, Jr.       For       Withhold   Management
1.12  Elect  Director Gloria Santona            For       Withhold   Management
1.13  Elect  Director Carolyn Y. Woo            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

BANK ONE CORP.

Ticker:       ONE            Security ID:  06423A103
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 John H. Bryan             For       For        Management
2.2   Elect  Director Stephen B. Burke          For       For        Management
2.3   Elect  Director James S. Crown            For       For        Management
2.4   Elect  Director James Dimon               For       For        Management
2.5   Elect  Director Maureen A. Fay            For       For        Management
2.6   Elect  Director Laban P. Jackson, Jr.     For       For        Management
2.7   Elect  Director John W. Kessler           For       For        Management
2.8   Elect  Director Robert I. Lipp            For       For        Management
2.9   Elect  Director Richard A. Manoogian      For       For        Management
2.10  Elect  Director David C. Novak            For       For        Management
2.11  Elect  Director John W. Rogers, Jr.       For       For        Management
2.12  Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
3     Ratify Auditors                           For       For        Management


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 1, 2004    Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Susan T. Buffett           For       For        Management
1.4   Elect Director Howard G. Buffett          For       For        Management
1.5   Elect Director Malcolm G. Chace           For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Garland Cupp            For       For        Management
1.2   Elect Director Robert E. Beauchamp        For       For        Management
1.3   Elect Director Jon E. Barfield            For       For        Management
1.4   Elect Director John W. Barter             For       For        Management
1.5   Elect Director Meldon K. Gafner           For       For        Management
1.6   Elect Director L.W. Gray                  For       For        Management
1.7   Elect Director Kathleen A. O'Neil         For       For        Management
1.8   Elect Director George F. Raymond          For       For        Management
1.9   Elect Director Tom C. Tinsley             For       For        Management
2     Ratify Auditors                           For       For        Management


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

CENTERPOINT PROPERTIES TRUST

Ticker:       CNT            Security ID:  151895109
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas C. Babson        For       For        Management
1.2   Elect  Director Martin Barber             For       For        Management
1.3   Elect  Director Norman R. Bobins          For       For        Management
1.4   Elect  Director Alan D. Feld              For       For        Management
1.5   Elect  Director Paul S. Fisher            For       For        Management
1.6   Elect  Director John S. Gates, Jr.        For       For        Management
1.7   Elect  Director Michael M. Mullen         For       For        Management
1.8   Elect  Director Thomas E. Robinson        For       For        Management
1.9   Elect  Director John C. Staley            For       For        Management
1.10  Elect  Director Robert L. Stovall         For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Zoe Baird                 For       For        Management
1.2   Elect  Director Sheila P. Burke           For       For        Management
1.3   Elect  Director James I. Cash, Jr.        For       For        Management
1.4   Elect  Director Joel J. Cohen             For       For        Management
1.5   Elect  Director James M. Cornelius        For       For        Management
1.6   Elect  Director John D. Finnegan          For       For        Management
1.7   Elect  Director David H. Hoag             For       For        Management
1.8   Elect  Director Klaus J. Mangold          For       For        Management
1.9   Elect  Director Sir David G. Scholey, CBE For       For        Management
1.10  Elect  Director Raymond G. H. Seitz       For       For        Management
1.11  Elect  Director Lawrence M. Small         For       For        Management
1.12  Elect  Director Daniel E. Somers          For       For        Management
1.13  Elect  Director Karen Hastie Williams     For       For        Management
1.14  Elect  Director James M. Zimmerman        For       For        Management
1.15  Elect  Director Alfred W. Zollar          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

CITIGROUP INC.

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

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


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Report on Drilling in the Arctic National Against   Against    Shareholder
      Wildlife Refuge


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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin S. Carson, Sr.,   For       For        Management
      M.D. as Class II Director
1.2   Elect Director Hamilton E. James as Class For       For        Management
      II Director
1.3   Elect Director Jill S. Ruckelshaus as     For       For        Management
      Class II Director
1.4   Elect Director William H. Gates, II as    For       For        Management
      Class II Director
1.5   Elect Director Daniel J. Evans as Class I For       For        Management
      Director
2     Declassify the Board of Directors         Against   For        Shareholder
3     Develop Land Procurement Policy           Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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

DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas F. Ferguson        For       For        Management
1.2   Elect  Director Peter J. Fluor            For       For        Management
1.3   Elect  Director David M. Gavin            For       For        Management
1.4   Elect  Director Michael E. Gellert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

DIAGEO PLC (FORMERLY GUINNESS PLC)

Ticker:       DEO            Security ID:  G42089113
Meeting Date: OCT 22, 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 15.7 Pence Per  For       For        Management
      Share
4     Reelect Lord Blyth as Director            For       For        Management
5     Reelect Keith Oates as Director           For       For        Management
6     Reelect Paul Walsh as Director            For       For        Management
7     Approve KPMG Audit Plc as Auditors and    For       For        Management
      Authorize Board to Fix Their Remuneration
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 44,833,003
9     Authorize 309,885,718 Shares for Share    For       For        Management
      Repurchase Program


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

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


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

ELI LILLY AND CO.

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

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


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George A. Alcorn          For       For        Management
1.2   Elect  Director Charles R. Crisp          For       For        Management
1.3   Elect  Director Mark G. Papa              For       For        Management
1.4   Elect  Director Edmund P. Segner, III     For       For        Management
1.5   Elect  Director Donald F. Textor          For       For        Management
1.6   Elect  Director Frank G. Wisner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Other Business                            For       Against    Management


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth J. Duffy          For       For        Management
1.2   Elect  Director Joseph V. Taranto         For       For        Management
2     Ratify Auditors                           For       For        Management


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

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Darryl F. Allen           For       For        Management
1.2   Elect  Director Allen M. Hill             For       For        Management
1.3   Elect  Director Dr Mitchel D Livingston   For       For        Management
1.4   Elect  Director Hendrik G. Meijer         For       For        Management
1.5   Elect  Director James E. Rogers           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Sexual Orientation                  None      For        Shareholder
      Non-Discrimination Policy


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James A. Johnson          For       For        Management
1.2   Elect  Director Douglas H. McCorkindale   For       For        Management
1.3   Elect  Director Stephen P. Munn           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

GENERAL GROWTH PROPERTIES, INC.

Ticker:       GGP            Security ID:  370021107
Meeting Date: NOV 20, 2003   Meeting Type: Special
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Common Stock and a    For       For        Management
      Stock Split


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

GENERAL GROWTH PROPERTIES, INC.

Ticker:       GGP            Security ID:  370021107
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Bucksbaum            For       For        Management
1.2   Elect  Director Alan Cohen                For       For        Management
1.3   Elect  Director Anthony Downs             For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOLDEN WEST FINANCIAL CORP.

Ticker:       GDW            Security ID:  381317106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patricia A. King          For       For        Management
1.2   Elect  Director Marion O. Sandler         For       For        Management
1.3   Elect  Director Leslie Tang Schilling     For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Management Stock Purchase Plan      For       For        Management


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

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


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

HSBC HOLDINGS PLC

Ticker:                      Security ID:  G4634U169
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Re-elect Lord Butler as Director          For       For        Management
2b    Re-elect Baroness Lydia Dunn as Director  For       For        Management
2c    Elect Rona Fairhead as Director           For       For        Management
2d    Re-elect William Fung as Director         For       For        Management
2e    Elect Michael Geoghegan as Director       For       For        Management
2f    Re-elect Sharon Hintze as Director        For       For        Management
2g    Re-elect John Kemp-Welch as Director      For       For        Management
2h    Re-elect Sir Mark Moody-Stuart as         For       For        Management
      Director
2i    Re-elect Helmut Sohmen as Director        For       For        Management
3     Re-appoint KPMG Audit Plc as Auditors and For       For        Management
      Authorise Board to Fix Remuneration of
      Auditors
4     Approve Remuneration Report               For       For        Management
5     Authorise 1,099,900,000 Ordinary Shares   For       For        Management
      for Market Purchase
6     Auth. Issuance of Non-Cumulative Pref.    For       For        Management
      Shares with Pre-emptive Rights up to
      Aggregate Nominal Amount of GBP 100,000,
      USD 100,000 and EUR 100,000; and Auth.
      Issuance of Ord. Shares with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 1,099,900,000
7     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 274,975,000
8     Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 35,000
      to GBP 55,000 Per Annum


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Andrew Cox             For       For        Management
1.2   Elect  Director James P. Craig, III       For       For        Management
1.3   Elect  Director Deborah R. Gatzek         For       For        Management
2     Ratify Auditors                           For       For        Management


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis C. Camilleri        For       For        Management
1.2   Elect  Director Roger K. Deromedi         For       For        Management
1.3   Elect  Director Dinyar S. Devitre         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Betsy D. Holden           For       For        Management
1.6   Elect  Director John C. Pope              For       For        Management
1.7   Elect  Director Mary L. Schapiro          For       For        Management
1.8   Elect  Director Charles R. Wall           For       For        Management
1.9   Elect  Director Deborah C. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management


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

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank T. Cary             For       For        Management
1.2   Elect  Director Paul J. Curlander         For       For        Management
1.3   Elect  Director Martin D. Walker          For       For        Management
1.4   Elect  Director James F. Hardymon         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

LLOYDS TSB GROUP PLC (FORMERLY TSB GROUP)

Ticker:                      Security ID:  G5542W106
Meeting Date: MAY 21, 2004   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
3a    Elect Peter Ayliffe as Director           For       For        Management
3b    Elect Wolfgang Berndt as Director         For       For        Management
3c    Elect Angela Knight as Director           For       For        Management
3d    Elect Helen Weir as Director              For       For        Management
4a    Re-elect Ewan Brown as Director           For       For        Management
4b    Re-elect Eric Daniels as Director         For       For        Management
4c    Re-elect David Pritchard as Director      For       For        Management
4d    Re-elect Maarten van den Bergh as         For       For        Management
      Director
5     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
6     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
7     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 334,068,329; USD 40,000,000; EUR
      40,000,000 and JPY 1,250,000,000
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 70,913,582
9     Authorise 567 Million Ordinary Shares for For       For        Management
      Market Purchase
10    Adopt New Articles of Association         For       For        Management
11    Approve Lloyds TSB Performance Share Plan For       For        Management
      and Amend Lloyds TSB Group No 2 Executive
      Share Options Scheme 1997


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424108
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       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Support Legislation and Make Public       Against   Against    Shareholder
      Statements on Environmental Tobacco Smoke
5     Cease Charitable Contributions            Against   Against    Shareholder


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

MARKEL CORP.

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

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


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

MARRIOTT INTERNATIONAL INC. (NEW)

Ticker:       MAR            Security ID:  571903202
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence W. Kellner       For       For        Management
1.2   Elect  Director John W. Marriott III      For       For        Management
1.3   Elect  Director Harry J. Pearce           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder


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

MARTIN MARIETTA MATERIALS, INC.

Ticker:       MLM            Security ID:  573284106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marcus C. Bennett         For       For        Management
1.2   Elect  Director Dennis L. Rediker         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


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

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


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

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


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Madigan           For       For        Management
1.2   Elect  Director Dr. Klaus Zumwinkel       For       For        Management
1.3   Elect  Director Sir Howard Davies         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald W. Burkle          For       For        Management
1.2   Elect  Director John S. Chalsty           For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director R. Chad Dreier            For       For        Management
1.5   Elect  Director John E. Feick             For       For        Management
1.6   Elect  Director Ray R. Irani              For       For        Management
1.7   Elect  Director Dale R. Laurance          For       For        Management
1.8   Elect  Director Irvin W. Maloney          For       For        Management
1.9   Elect  Director Rodolfo Segovia           For       For        Management
1.10  Elect  Director Aziz D. Syriani           For       For        Management
1.11  Elect  Director Rosemary Tomich           For       For        Management
1.12  Elect  Director Walter L. Weisman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Prohibit Awards to Executives             Against   Against    Shareholder


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

PFIZER INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, 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


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

PRINCIPAL FINANCIAL GROUP, INC.

Ticker:       PFG            Security ID:  74251V102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David J. Drury            For       For        Management
1.2   Elect  Director C. Daniel Gelatt          For       For        Management
1.3   Elect  Director Sandra L. Helton          For       For        Management
1.4   Elect  Director Federico F. Pena          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

PROGRESSIVE CORP., THE

Ticker:       PGR            Security ID:  743315103
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter B. Lewis            For       For        Management
1.2   Elect  Director Glenn M. Renwick          For       For        Management
1.3   Elect  Director Donald B. Shackelford     For       For        Management
2     Amend Articles to Issue Shares without    For       For        Management
      Issuing Physical Certificates
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

PROVIDIAN FINANCIAL CORP.

Ticker:       PVN            Security ID:  74406A102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Douglas           For       For        Management
1.2   Elect  Director J. David Grissom          For       For        Management
1.3   Elect  Director Robert J. Higgins         For       For        Management
1.4   Elect  Director Francesca Ruiz de         For       For        Management
      Luzuriaga
2     Ratify Auditors                           For       For        Management


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

RENTOKIL INITIAL PLC(FORMERLY RENTOKIL GROUP PLC )

Ticker:                      Security ID:  G75093115
Meeting Date: MAY 27, 2004   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 4.35 Pence Per  For       For        Management
      Ordinary Share
4.1   Re-elect Edward Brown as Director         For       For        Management
4.2   Re-elect Ronald Spinney as Director       For       For        Management
4.3   Re-elect James Wilde as Director          For       For        Management
5     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
6     Authorise 235,420,780 Ordinary Shares for For       For        Management
      Market Purchase
7     Other Business (Non-Voting)               None      None       Management


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

SEALED AIR CORP.

Ticker:       SEE            Security ID:  81211K100
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hank Brown                For       For        Management
1.2   Elect  Director Michael Chu               For       For        Management
1.3   Elect  Director Lawrence R. Codey         For       For        Management
1.4   Elect  Director T.J. Dermot Dunphy        For       For        Management
1.5   Elect  Director Charles F. Farrell, Jr.   For       For        Management
1.6   Elect  Director William V. Hickey         For       For        Management
1.7   Elect  Director Kenneth P. Manning        For       For        Management
1.8   Elect  Director William J. Marino         For       For        Management
2     Ratify Auditors                           For       For        Management


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kennett Burnes            For       For        Management
1.2   Elect  Director David Gruber              For       For        Management
1.3   Elect  Director Linda Hill                For       For        Management
1.4   Elect  Director Charles Lamantia          For       For        Management
1.5   Elect  Director Robert Weissman           For       For        Management
2     Exempt Board of Directors from            Against   For        Shareholder
      Massachusetts General Laws, Chapter 156B,
      Section 50A(a)


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

SUN LIFE FINANCIAL INC.

Ticker:       SLF.           Security ID:  866796105
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend By-law No. 1: Retirement of         For       For        Management
      Directors
2     Amend By-law No. 1: Aggregate Maximum     For       For        Management
      Directors' Compensation
3.1   Elect  Director Robert M. Astley          For       For        Management
3.2   Elect  Director William R. Fatt           For       For        Management
3.3   Elect  Director Germaine Gibara           For       For        Management
3.4   Elect  Director Stanley H. Hartt          For       For        Management
3.5   Elect  Director Ronald W. Osborne         For       For        Management
3.6   Elect  Director Madeleine M. Paquin       For       For        Management
3.7   Elect  Director C. James Prieur           For       For        Management
3.8   Elect  Director Donald A. Stewart         For       For        Management
3.9   Elect  Director William W. Stinson        For       For        Management
3.10  Elect  Director W. Vickery Stoughton      For       For        Management
4     Ratify Deloitte & Touche LLP as Auditors  For       For        Management


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

TAKEFUJI CORP.

Ticker:                      Security ID:  J81335101
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 50,
      Final JY 50, Special JY 0
2     Amend Articles to: Authorize Share        For       Against    Management
      Repurchases at Board's Discretion
3.1   Elect Director                            For       Against    Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
4     Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditor


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

TRANSATLANTIC HOLDINGS, INC.

Ticker:       TRH            Security ID:  893521104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James Balog               For       For        Management
1.2   Elect  Director C. Fred Bergsten          For       For        Management
1.3   Elect  Director Maurice R. Greenberg      For       For        Management
1.4   Elect  Director Tomio Higuchi             For       For        Management
1.5   Elect  Director John J. Mackowski         For       For        Management
1.6   Elect  Director Edward E. Matthews        For       For        Management
1.7   Elect  Director Robert F. Orlich          For       For        Management
1.8   Elect  Director Howard I. Smith           For       For        Management
1.9   Elect  Director Thomas R. Tizzio          For       For        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       For        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       For        Management
2     APPROVAL OF THE AMENDMENT OF OUR          For       For        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       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        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       For        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       For        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       For        Management


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

VULCAN MATERIALS CO.

Ticker:       VMC            Security ID:  929160109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Orin R. Smith             For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Donald B. Rice            For       For        Management
1.4   Elect  Director Vincent J. Trosino        For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       For        Management
1.11  Elect  Director Judith M. Runstad         For       For        Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       For        Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: APR 7, 2004    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve 2004 Leadership Equity            For       For        Management
      Acquisition Plan


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: JUN 28, 2004   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 4.4 Pence Per   For       For        Management
      Ordinary Share
3a    Elect Orit Gadiesh as Director            For       For        Management
3b    Elect Koichiro Naganuma as Director       For       For        Management
3c    Elect Paul Spencer as Director            For       For        Management
3d    Re-elect Philip Lader as Director         For       For        Management
3e    Re-elect Jeremy Bullmore as Director      For       For        Management
3f    Re-elect John Jackson as Director         For       For        Management
3g    Re-elect Stanley Morten as Director       For       For        Management
3h    Re-elect John Quelch as Director          For       For        Management
4     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
5     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 39,334,225
6     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,900,134
7     Authorise 118,002,676 Ordinary Shares for For       For        Management
      Market Purchase
8     Approve Remuneration Report               For       For        Management
9     Amend the Capital Investment Plan         For       For        Management
10    Amend the Notional Share Award Plan       For       For        Management
11    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 450,000
      to GBP 1,000,000


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: APR 16, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve 2004 Leadership Equity            For       For        Management
      Acquisition Plan