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

                                    FORM N-PX/A
                ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

                    Investment Company Act file number 811-07613
                                                           -----

Pioneer Fund
- ----------------------------------------------------
(Exact name of registrant as specified in charter)

60 State Street Boston, MA  02109
- ----------------------------------------------------
(Address of principal executive offices)

Dorothy Bourassa
60 State Street
Boston, MA  02109
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(Name and address of agent for service)

Registrant's telephone number, including area code:  (617) 742-7825

Date of fiscal year end:  December 31

Date of reporting period:  July 1, 2003 to June 30, 2004

SIGNATURES

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

(Registrant)  Pioneer Fund

By (Signature and Title)  /s/  John F. Cogan, Jr.
                         -------------------------
                         John F. Cogan, Jr., Chairman and President

Date  August 25, 2004
      ----------------

================================= PIONEER FUND =================================


ABBOTT LABORATORIES

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

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


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ADOBE SYSTEMS INC.

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

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


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AIR PRODUCTS & CHEMICALS, INC.

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

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


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain J.P. Belda          For       For        Management
1.2   Elect  Director Carlos Ghosn              For       For        Management
1.3   Elect  Director Henry B. Schacht          For       For        Management
1.4   Elect  Director Franklin A. Thomas        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Report on Pay Disparity                   Against   Abstain    Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott T. Ford             For       For        Management
1.2   Elect  Director Lawrence L. Gellerstedt,  For       For        Management
      III
1.3   Elect  Director Emon A. Mahony, Jr.       For       For        Management
1.4   Elect  Director Ronald Townsend           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ammend EEO - Sexual Orientation           Against   Against    Shareholder


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AMERICAN ELECTRIC POWER CO.

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

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


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APPLE COMPUTER, INC.

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

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


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APPLIED MATERIALS, INC.

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

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


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AQUA AMERICA, INC.

Ticker:       WTR            Security ID:  03836W103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Smoot          For       For        Management
1.2   Elect  Director William P. Hankowsky      For       For        Management
1.3   Elect  Director John E. Menario           For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Approve Omnibus Stock Plan                For       For        Management


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AUTOMATIC DATA PROCESSING, INC.

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

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


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Adjourn Meeting                           For       For        Management


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BANK OF AMERICA CORP.

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

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


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Nicholas M. Donofrio      For       For        Management
1.3   Elect  Director Alan R. Griffith          For       For        Management
1.4   Elect  Director Gerald L. Hassell         For       For        Management
1.5   Elect  Director Richard J. Kogan          For       For        Management
1.6   Elect  Director Michael J. Kowalski       For       For        Management
1.7   Elect  Director John A. Luke, Jr.         For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Paul Myners, CBE          For       For        Management
1.10  Elect  Director Robert C. Pozen           For       For        Management
1.11  Elect  Director Catherine A. Rein         For       For        Management
1.12  Elect  Director Thomas A. Renyi           For       For        Management
1.13  Elect  Director William C. Richardson     For       For        Management
1.14  Elect  Director Brian L. Roberts          For       For        Management
1.15  Elect  Director Samuel C. Scott III       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Composition of Committee to         Against   For        Shareholder
      Independent Directors
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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BARNES & NOBLE, INC.

Ticker:       BKS            Security ID:  067774109
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leonard Riggio            For       For        Management
1.2   Elect  Director Michael J. Del Giudice    For       For        Management
1.3   Elect  Director William Sheluck, Jr.      For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Increase in Size of Board         For       For        Management
5     Ratify Auditors                           For       For        Management


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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry P. Becton, Jr.       For       For        Management
1.2   Elect Director Edward F. DeGraan          For       For        Management
1.3   Elect Director James F. Orr               For       For        Management
1.4   Elect Director Margaretha af Ugglas       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


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BELLSOUTH CORP.

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

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


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BIOMET, INC.

Ticker:       BMET           Security ID:  090613100
Meeting Date: SEP 27, 2003   Meeting Type: Annual
Record Date:  AUG 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry L. Ferguson          For       For        Management
1.2   Elect Director Daniel P. Hann             For       For        Management
1.3   Elect Director Thomas F. Kearns, Jr.      For       For        Management
1.4   Elect Director Dane A. Miller, Ph.D.      For       For        Management
2     Ratify Auditors                           For       For        Management


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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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BOEING CO., THE

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

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


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BURLINGTON NORTHERN SANTA FE CORP.

Ticker:       BNI            Security ID:  12189T104
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan L. Boeckmann         For       For        Management
1.2   Elect  Director Vilma S. Martinez         For       Withhold   Management
1.3   Elect  Director Marc F. Racicot           For       Withhold   Management
1.4   Elect  Director Roy S. Roberts            For       For        Management
1.5   Elect  Director Matthew K. Rose           For       For        Management
1.6   Elect  Director Marc J. Shapiro           For       For        Management
1.7   Elect  Director J.C. Watts, Jr.           For       For        Management
1.8   Elect  Director Robert H. West            For       For        Management
1.9   Elect  Director J. Steven Whisler         For       For        Management
1.10  Elect  Director Edward E. Whitacre, Jr.   For       For        Management
1.11  Elect  Director Michael B. Yanney         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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CAMPBELL SOUP CO.

Ticker:       CPB            Security ID:  134429109
Meeting Date: NOV 21, 2003   Meeting Type: Annual
Record Date:  SEP 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edmund M. Carpenter        For       For        Management
1.2   Elect Director Douglas R. Conant          For       For        Management
1.3   Elect Director Paul R. Charron            For       For        Management
1.4   Elect Director Bennett Dorrance           For       For        Management
1.5   Elect Director Kent B. Foster             For       For        Management
1.6   Elect Director Harvey Golub               For       For        Management
1.7   Elect Director Randall W. Larrimore       For       For        Management
1.8   Elect Director Philip E. Lippincott       For       For        Management
1.9   Elect Director Mary Alice D. Malone       For       For        Management
1.10  Elect Director David C. Patterson         For       For        Management
1.11  Elect Director Charles R. Perrin          For       For        Management
1.12  Elect Director George M. Sherman          For       For        Management
1.13  Elect Director Donald M. Stewart          For       For        Management
1.14  Elect Director George Strawbridge, Jr.    For       For        Management
1.15  Elect Director Les C. Vinney              For       For        Management
1.16  Elect Director Charlotte C. Weber         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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CANON INC.

Ticker:       CAJ            Security ID:  138006309
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE PROPOSAL OF PROFIT        For       For        Management
      APPROPRIATION FOR THE 103RD BUSINESS
      TERM.
2     Amend Articles to: Authorize Share        For       For        Management
      Repurchases at Board's Discretion
3     ELECTION OF TWENTY-SEVEN DIRECTORS.       For       For        Management
4     ELECTION OF THREE CORPORATE AUDITORS.     For       For        Management
5     ELECTION OF ADDITIONAL ACCOUNTING         For       For        Management
      AUDITOR.
6     GRANT OF RETIRING ALLOWANCE TO DIRECTORS  For       For        Management
      AND CORPORATE AUDITORS TO BE RETIRED.
7     REVISION OF THE REMUNERATIONS FOR         For       For        Management
      DIRECTORS AND CORPORATE AUDITORS.


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Dillon            For       For        Management
1.2   Elect  Director Juan Gallardo             For       For        Management
1.3   Elect  Director William A. Osborn         For       For        Management
1.4   Elect  Director Gordon R. Parker          For       For        Management
1.5   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Report on Equipment Sales to Israel       Against   Abstain    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Abstain    Shareholder
      TB, and Malaria Pandemic


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

CHARTER ONE FINANCIAL, INC.

Ticker:       CF             Security ID:  160903100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick J. Agnew          For       For        Management
1.2   Elect  Director Denise Marie Fugo         For       For        Management
1.3   Elect  Director Charles John Koch         For       For        Management
1.4   Elect  Director Ronald F. Poe             For       For        Management
1.5   Elect  Director Jerome L. Schostak        For       For        Management
1.6   Elect  Director Mark Shaevsky             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

CHEVRONTEXACO CORP.

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

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


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

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


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

CISCO SYSTEMS, INC.

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

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


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

COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jill K. Conway            For       For        Management
1.2   Elect  Director Ronald E. Ferguson        For       For        Management
1.3   Elect  Director Carlos M. Gutierrez       For       For        Management
1.4   Elect  Director Ellen M. Hancock          For       For        Management
1.5   Elect  Director David W. Johnson          For       For        Management
1.6   Elect  Director Richard J. Kogan          For       For        Management
1.7   Elect  Director Delano E. Lewis           For       For        Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Elizabeth A. Monrad       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Adopt ILO Based Code of Conduct           Against   Abstain    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

COMPUTER SCIENCES CORPORATION

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

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


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

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


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

CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vincent A. Calarco        For       For        Management
1.2   Elect  Director George Campbell, Jr.      For       For        Management
1.3   Elect  Director Gordon J. Davis           For       For        Management
1.4   Elect  Director Michael J. Del Giudice    For       For        Management
1.5   Elect  Director Joan S. Freilich          For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Sally Hernandez-Pinero    For       For        Management
1.8   Elect  Director Peter W. Likins           For       For        Management
1.9   Elect  Director Eugene R. McGrath         For       For        Management
1.10  Elect  Director Frederic V. Salerno       For       For        Management
1.11  Elect  Director Stephen R. Volk           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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

DEERE & CO.

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

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


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

DEL MONTE FOODS CO.

Ticker:       DLM            Security ID:  24522P103
Meeting Date: SEP 12, 2003   Meeting Type: Annual
Record Date:  JUL 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Terence D. Martin          For       For        Management
1.3   Elect Director Richard G. Wolford         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

DELL INC.

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

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


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

DIEBOLD, INC.

Ticker:       DBD            Security ID:  253651103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis V. Bockius III      For       For        Management
1.2   Elect  Director Christopher M. Connor     For       For        Management
1.3   Elect  Director Richard L. Crandall       For       For        Management
1.4   Elect  Director Eric C. Evans             For       For        Management
1.5   Elect  Director Gale S. Fitzgerald        For       For        Management
1.6   Elect  Director Phillip B. Lassiter       For       For        Management
1.7   Elect  Director John N. Lauer             For       For        Management
1.8   Elect  Director William F. Massy          For       For        Management
1.9   Elect  Director Walden W. O'Dell          For       For        Management
1.10  Elect  Director Eric J. Roorda            For       For        Management
1.11  Elect  Director W. R. Timken, Jr.         For       For        Management
1.12  Elect  Director Henry D. G. Wallace       For       For        Management
2     Ratify Auditors                           For       For        Management


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

DOW JONES & CO., INC.

Ticker:       DJ             Security ID:  260561105
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
1.2   Elect  Director Vernon E. Jordan, Jr.     For       Withhold   Management
1.3   Elect  Director Lewis B. Campbell         For       For        Management
1.4   Elect  Director Dieter von Holtzbrinck    For       Withhold   Management
1.5   Elect  Director Elizabeth Steele          For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

DST SYSTEMS, INC.

Ticker:       DST            Security ID:  233326107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Edward Allinson        For       Withhold   Management
1.2   Elect  Director Michael G. Fitt           For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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

DST SYSTEMS, INC.

Ticker:       DST            Security ID:  233326107
Meeting Date: NOV 28, 2003   Meeting Type: Special
Record Date:  NOV 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reorganization Plan               For       For        Management


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain J. P. Belda         For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director Curtis J. Crawford        For       For        Management
1.4   Elect  Director John T. Dillon            For       For        Management
1.5   Elect  Director Louisa C. Duemling        For       For        Management
1.6   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.7   Elect  Director Deborah C. Hopkins        For       For        Management
1.8   Elect  Director Lois D. Juliber           For       For        Management
1.9   Elect  Director Masahisa Naitoh           For       For        Management
1.10  Elect  Director William K. Reilly         For       For        Management
1.11  Elect  Director H. Rodney Sharp, III      For       For        Management
1.12  Elect  Director Charles M. Vest           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Abstain    Shareholder
4     Adopt and Report on a Code of Corporate   Against   Abstain    Shareholder
      Conduct
5     Limit Executive Compensation              Against   Against    Shareholder


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

EASTMAN KODAK CO.

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

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


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

ELECTRONIC ARTS, INC.

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

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


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

ELECTRONIC DATA SYSTEMS CORP.

Ticker:       EDS            Security ID:  285661104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger A. Enrico           For       For        Management
1.2   Elect  Director Ellen M. Hancock          For       For        Management
1.3   Elect  Director C. Robert Kidder          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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

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   Abstain    Shareholder


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

EMERSON ELECTRIC CO.

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

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


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director James R. Houghton         For       For        Management
1.3   Elect  Director William R. Howell         For       For        Management
1.4   Elect  Director Reatha Clark King         For       For        Management
1.5   Elect  Director Philip E. Lippincott      For       For        Management
1.6   Elect  Director Harry J. Longwell         For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Affirm Political Nonpartisanship          Against   Abstain    Shareholder
5     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities
6     Report on Equatorial Guinea               Against   Abstain    Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
10    Amend EEO Statement to Include Reference  Against   Abstain    Shareholder
      to Sexual Orientation
11    Report on Climate Change Research         Against   Abstain    Shareholder


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

FAMILY DOLLAR STORES, INC.

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

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


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

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  337162101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Blattberg       For       For        Management
1.2   Elect  Director J. Kenneth Glass          For       For        Management
1.3   Elect  Director Michael D. Rose           For       For        Management
1.4   Elect  Director Luke Yancy III            For       Withhold   Management
1.5   Elect  Director Mary F. Sammons           For       For        Management
2     Change Company Name                       For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K.R. Jensen                For       For        Management
1.2   Elect Director K.M. Robak                 For       For        Management
1.3   Elect Director T.C. Wertheimer            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. H. Bond           For       Withhold   Management
1.2   Elect  Director Stephen G. Butler         For       For        Management
1.3   Elect  Director Kimberly A. Casiano       For       For        Management
1.4   Elect  Director Edsel B. Ford II          For       For        Management
1.5   Elect  Director William Clay Ford         For       For        Management
1.6   Elect  Director William Clay Ford, Jr.    For       For        Management
1.7   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
1.8   Elect  Director Marie-Josee Kravis        For       For        Management
1.9   Elect  Director Richard A. Manoogian      For       For        Management
1.10  Elect  Director Ellen R. Marram           For       For        Management
1.11  Elect  Director Homer A. Neal             For       For        Management
1.12  Elect  Director Jorma Ollila              For       For        Management
1.13  Elect  Director Carl E. Reichardt         For       For        Management
1.14  Elect  Director Robert E. Rubin           For       Withhold   Management
1.15  Elect  Director Nicholas V. Scheele       For       For        Management
1.16  Elect  Director John L. Thornton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Establish Other Board Committee           Against   For        Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Amend By Laws Relating to Board           Against   Against    Shareholder
      Independence
7     Report on Greenhouse Gas Emissions        Against   Abstain    Shareholder


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

GANNETT CO., INC.

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

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


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

GENERAL DYNAMICS CORP.

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

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


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director Dennis D. Dammerman       For       For        Management
1.3   Elect  Director Ann M. Fudge              For       For        Management
1.4   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.5   Elect  Director Jeffrey R. Immelt         For       For        Management
1.6   Elect  Director Andrea Jung               For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Report on Nuclear Fuel Storage Risks      Against   Abstain    Shareholder
7     Report on PCB Clean-up                    Against   Abstain    Shareholder
8     Report on Foreign Outsourcing             Against   Abstain    Shareholder
9     Prepare Sustainability Report             Against   Against    Shareholder
10    Limit Composition of Management           Against   For        Shareholder
      Development and Compensation Committee to
      Independent Directors
11    Report on Pay Disparity                   Against   Abstain    Shareholder
12    Limit Awards to Executives                Against   Against    Shareholder
13    Limit Board Service for Other Companies   Against   For        Shareholder
14    Separate Chairman and CEO Positions       Against   Against    Shareholder
15    Hire Advisor/Maximize Shareholder Value   Against   Against    Shareholder
16    Adopt a Retention Ratio for Executives    Against   Against    Shareholder
      and Directors
17    Require 70% to 80% Independent Board      Against   Against    Shareholder
18    Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Demeritt        For       For        Management
1.2   Elect Director Livio D. DeSimone          For       For        Management
1.3   Elect Director William T. Esrey           For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Robert L. Johnson          For       For        Management
1.7   Elect Director John M. Keenan             For       For        Management
1.8   Elect Director Heidi G. Miller            For       For        Management
1.9   Elect Director Hilda Ochoa-Brillembourg   For       For        Management
1.10  Elect Director Stephen W. Sanger          For       For        Management
1.11  Elect Director A. Michael Spence          For       For        Management
1.12  Elect Director Dorothy A. Terrell         For       For        Management
1.13  Elect Director Raymond G. Viault          For       For        Management
1.14  Elect Director Paul S. Walsh              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

H. J. HEINZ CO.

Ticker:       HNZ            Security ID:  423074103
Meeting Date: SEP 12, 2003   Meeting Type: Annual
Record Date:  JUL 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William R. Johnson         For       For        Management
1.2   Elect Director Charles E. Bunch           For       For        Management
1.3   Elect Director Mary C. Choksi             For       For        Management
1.4   Elect Director Leonard S. Coleman, Jr.    For       For        Management
1.5   Elect Director Peter H. Coors             For       For        Management
1.6   Elect Director Edith E. Holiday           For       For        Management
1.7   Elect Director Candace Kendle             For       For        Management
1.8   Elect Director Dean R. O'Hare             For       For        Management
1.9   Elect Director Lynn C. Swann              For       For        Management
1.10  Elect Director Thomas J. Usher            For       For        Management
1.11  Elect Director James M. Zimmerman         For       For        Management
2     Ratify Auditors                           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


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

HEWLETT-PACKARD CO.

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

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


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

ILLINOIS TOOL WORKS INC.

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

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


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

JOHN WILEY & SONS, INC.

Ticker:       JW.A           Security ID:  968223206
Meeting Date: SEP 18, 2003   Meeting Type: Annual
Record Date:  JUL 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry Franklin as Class A  For       For        Management
      Director
1.2   Elect Director Henry A. McKinnell as      For       For        Management
      Class A Director
1.3   Elect Director John L. Marion, Jr. as     For       For        Management
      Class A Director
1.4   Elect Director Warren J. Baker as Class B For       For        Management
      Director
1.5   Elect Director Matthew S. Kissner as      For       For        Management
      Class B Director
1.6   Elect Director William J. Pesce as Class  For       For        Management
      B Director
1.7   Elect Director William B. Plummer as      For       For        Management
      Class B Director
1.8   Elect Director William R. Sutherland as   For       For        Management
      Class B Director
1.9   Elect Director Bradford Wiley II as Class For       For        Management
      B Director
1.10  Elect Director Peter Booth Wiley as Class For       For        Management
      B Director
2     Ratify Auditors                           For       For        Management


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

JOHNSON & JOHNSON

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

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


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

JOHNSON CONTROLS, INC.

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

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


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

KEYSPAN CORPORATION

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

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


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

LOCKHEED MARTIN CORP.

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

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


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

LOWE

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leonard L. Berry          For       For        Management
1.2   Elect  Director Paul Fulton               For       For        Management
1.3   Elect  Director Dawn E. Hudson            For       Withhold   Management
1.4   Elect  Director Marshall O. Larsen        For       For        Management
1.5   Elect  Director Robert A. Niblock         For       For        Management
1.6   Elect  Director Stephen F. Page           For       For        Management
1.7   Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.8   Elect  Director Robert L. Tillman         For       For        Management
2     Ratify Auditors                           For       For        Management


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

MAY DEPARTMENT STORES CO., THE

Ticker:       MAY            Security ID:  577778103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene S. Kahn            For       Withhold   Management
1.2   Elect  Director Helene L. Kaplan          For       Withhold   Management
1.3   Elect Director  James M. Kilts            For       Withhold   Management
1.4   Elect Director Russell E. Palmer          For       Withhold   Management
1.5   Elect Director William P. Stiritz         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


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

MCGRAW-HILL COMPANIES, INC., THE

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pedro Aspe                For       For        Management
1.2   Elect  Director Robert P. McGraw          For       For        Management
1.3   Elect  Director Hilda Ochoa-Brillembourg  For       For        Management
1.4   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

MEADWESTVACO CORP.

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Hoglund        For       For        Management
1.2   Elect  Director Douglas S. Luke           For       For        Management
1.3   Elect  Director Robert C. McCormack       For       For        Management
1.4   Elect  Director Jane L. Warner            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   Abstain    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Abstain    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Abstain    Shareholder
      TB, and Malaria Pandemic


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Joseph W. Prueher         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

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       Against    Management
3     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


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

MOTOROLA, INC.

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

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


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

NATIONAL CITY CORP.

Ticker:       NCC            Security ID:  635405103
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Barfield          For       For        Management
1.2   Elect  Director James S. Broadhurst       For       For        Management
1.3   Elect  Director John W. Brown             For       For        Management
1.4   Elect  Director Christopher M. Connor     For       For        Management
1.5   Elect  Director David A. Daberko          For       For        Management
1.6   Elect  Director Joseph T. Gorman          For       For        Management
1.7   Elect  Director Bernadine P. Healy        For       For        Management
1.8   Elect  Director Paul A. Ormond            For       For        Management
1.9   Elect  Director Robert A. Paul            For       For        Management
1.10  Elect  Director Gerald L. Shaheen         For       For        Management
1.11  Elect  Director Jerry Sue Thornton        For       For        Management
1.12  Elect  Director Morry Weiss               For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

NOKIA CORP.

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

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


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alston D. Correll         For       For        Management
1.2   Elect  Director Landon Hilliard           For       For        Management
1.3   Elect  Director Burton M. Joyce           For       For        Management
1.4   Elect  Director Jane Margaret O'Brien     For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       For        Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2003.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       For        Management
      OF DIRECTORS.
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       For        Management
      NOVARTIS AG AS PER BALANCE SHEET AND
      DECLARATION OF DIVIDEND.
4     CONVERSION OF GENERAL RESERVES INTO FREE  For       For        Management
      RESERVES.
5     REDUCTION OF SHARE CAPITAL.               For       For        Management
6     FURTHER SHARE REPURCHASE PROGRAM.         For       For        Management
7     AMENDMENT TO THE ARTICLES OF              For       For        Management
      INCORPORATION.
8     ELECTION TO THE BOARD OF DIRECTORS.       For       For        Management
      RE-ELECTION OF PROF. DR. HELMUT SIHLER
      FOR A THREE-YEAR TERM.
9     ELECTION TO THE BOARD OF DIRECTORS.       For       For        Management
      RE-ELECTION OF MR. HANS-JORG RUDLOFF FOR
      A THREE-YEAR TERM.
10    ELECTION TO THE BOARD OF DIRECTORS.       For       For        Management
      RE-ELECTION OF DR. DANIEL VASELLA FOR A
      THREE-YEAR TERM.
11    Ratify Auditors                           For       For        Management


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NOVELLUS SYSTEMS, INC.

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

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


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OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Wren              For       For        Management
1.2   Elect  Director Bruce Crawford            For       For        Management
1.3   Elect  Director Robert Charles Clark      For       For        Management
1.4   Elect  Director Leonard S. Coleman, Jr.   For       For        Management
1.5   Elect  Director Errol M. Cook             For       For        Management
1.6   Elect  Director Susan S. Denison          For       For        Management
1.7   Elect  Director Michael A. Henning        For       For        Management
1.8   Elect  Director John R. Murphy            For       For        Management
1.9   Elect  Director John R. Purcell           For       For        Management
1.10  Elect  Director Linda Johnson Rice        For       For        Management
1.11  Elect  Director Gary L. Roubos            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Harry C. Stonecipher      For       For        Management
1.3   Elect  Director Harold A. Wagner          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Deferred Compensation Plan          For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Limit Awards to Executives                Against   Against    Shareholder


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PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Franklin D. Raines        For       For        Management
1.7   Elect  Director Steven S. Reinemund       For       For        Management
1.8   Elect  Director Sharon Percy Rockefeller  For       For        Management
1.9   Elect  Director James J. Schiro           For       For        Management
1.10  Elect  Director Franklin A. Thomas        For       For        Management
1.11  Elect  Director Cynthia M. Trudell        For       For        Management
1.12  Elect  Director Solomon D. Trujillo       For       For        Management
1.13  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities
5     Report on Operational Impact of HIV/AIDS, Against   Abstain    Shareholder
      TB, and Malaria Pandemic


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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   Abstain    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Abstain    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   Abstain    Shareholder


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PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marie L. Knowles          For       For        Management
1.2   Elect  Director Jon C. Madonna            For       For        Management
1.3   Elect  Director Gordon R. Parker          For       For        Management
1.4   Elect  Director Robert D. Johnson         For       For        Management
2     Cease Charitable Contributions            Against   Against    Shareholder


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PIONEER NATURAL RESOURCES CO.

Ticker:       PXD            Security ID:  723787107
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Hartwell Gardner       For       For        Management
1.2   Elect  Director James L. Houghton         For       For        Management
1.3   Elect  Director Linda K. Lawson           For       For        Management
2     Ratify Auditors                           For       For        Management


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PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Berges           For       For        Management
1.2   Elect  Director Erroll B. Davis, Jr.      For       For        Management
1.3   Elect  Director Victoria F. Haynes        For       For        Management
1.4   Elect  Director Allen J. Krowe            For       For        Management
2     Ratify Auditors                           For       For        Management


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PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Declassify the Board of Directors         Against   For        Shareholder
5     Label Genetically Engineered Foods        Against   Against    Shareholder


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QUALCOMM INC.

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

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


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RIO TINTO PLC (FORMERLY RTZ CORP. PLC)

Ticker:                      Security ID:  G75754104
Meeting Date: APR 7, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 34,470,000
2     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 6,890,000
3     Authorise 106.7 Million Rio Tinto plc     For       For        Management
      Shares for Market Purchase
4     Approve the Mining Companies Comparative  For       For        Management
      Plan 2004 and the Rio Tinto Share Option
      Plan 2004
5     Elect Sir John Kerr as Director           For       For        Management
6     Re-elect Leigh Clifford as Director       For       For        Management
7     Re-elect Guy Elliott as Director          For       For        Management
8     Re-elect Sir Richard Sykes as Director    For       For        Management
9     Re-elect Sir Richard Giordano as Director For       For        Management
10    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors and Authorise Board to Fix Their
      Remuneration
11    Approve Remuneration Report               For       For        Management
12    Accept Financial Statements and Statutory For       For        Management
      Reports


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ROBERT HALF INTERNATIONAL INC.

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

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


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SAFECO CORP.

Ticker:       SAFC           Security ID:  786429100
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert S. Cline           For       For        Management
1.2   Elect  Director G. Thompson Hutton        For       For        Management
1.3   Elect  Director William W. Krippaehne,    For       For        Management
      Jr.
1.4   Elect  Director Michael S. McGavick       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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SARA LEE CORP.

Ticker:       SLE            Security ID:  803111103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.T. Battenberg III        For       For        Management
1.2   Elect Director Charles W. Coker           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director Willie D. Davis            For       For        Management
1.5   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.6   Elect Director Laurette T. Koellner       For       For        Management
1.7   Elect Director Cornelis J.A. Van Lede     For       For        Management
1.8   Elect Director Joan D. Manley             For       For        Management
1.9   Elect Director Cary D. McMillan           For       For        Management
1.10  Elect Director C. Steven McMillan         For       For        Management
1.11  Elect Director Rozanne L. Ridgway         For       For        Management
1.12  Elect Director Richard L. Thomas          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Charitable Contributions        Against   Against    Shareholder
4     Implement and Monitor Code of Corporate   Against   Against    Shareholder
      Conduct - ILO Standards


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SBC COMMUNICATIONS INC.

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

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


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SCHERING-PLOUGH CORP.

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

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


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SMITH INTERNATIONAL, INC.

Ticker:       SII            Security ID:  832110100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Gibbs             For       For        Management
1.2   Elect Director Jerry W. Neely             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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SOUTHERN COMPANY

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

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


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SOUTHWEST AIRLINES CO.

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

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


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ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: MAR 19, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with a Merger  For       For        Management
      Agreement
2     Amend Bylaws                              For       For        Management
3     Amend Articles                            For       Against    Management
4     Reduce Supermajority Vote Requirement     For       For        Management


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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)


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SUN MICROSYSTEMS, INC.

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

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


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SUNGARD DATA SYSTEMS INC.

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

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


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SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Hicks Lanier           For       For        Management
1.2   Elect  Director Larry L. Prince           For       For        Management
1.3   Elect  Director Frank S. Royal, M.D.      For       For        Management
1.4   Elect  Director Robert M. Beall, II       For       For        Management
1.5   Elect  Director Jeffrey C. Crowe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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SYMANTEC CORP.

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

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


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SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Aart J. de Geus           For       For        Management
1.2   Elect  Director Andy D. Bryant            For       For        Management
1.3   Elect  Director Chi-Foon Chan             For       For        Management
1.4   Elect  Director Bruce R. Chizen           For       For        Management
1.5   Elect  Director Deborah A. Coleman        For       For        Management
1.6   Elect  Director A. Richard Newton         For       For        Management
1.7   Elect  Director Sasson Somekh             For       Withhold   Management
1.8   Elect  Director Roy Vallee                For       For        Management
1.9   Elect  Director Steven C. Walske          For       For        Management
2     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


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SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Golden as Class   For       Withhold   Management
      II Director
1.2   Elect Director Joseph A. Hafner, Jr. as   For       For        Management
      Class II Director
1.3   Elect Director Thomas E. Lankford as      For       Withhold   Management
      Class II Director
1.4   Elect Director Richard J. Schnieders as   For       Withhold   Management
      Class II Director
1.5   Elect Director John K. Stubblefield, Jr.  For       For        Management
      as Class III Director
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on the Impact of Genetically       Against   Abstain    Shareholder
      Engineered Products


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T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 8, 2004    Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward C. Bernard         For       For        Management
1.2   Elect  Director James T. Brady            For       For        Management
1.3   Elect  Director D. William J. Garrett     For       For        Management
1.4   Elect  Director Donald B. Hebb, Jr.       For       For        Management
1.5   Elect  Director James A.C. Kennedy        For       For        Management
1.6   Elect  Director James S. Riepe            For       For        Management
1.7   Elect  Director George A. Roche           For       For        Management
1.8   Elect  Director Brian C. Rogers           For       For        Management
1.9   Elect  Director Dr. Alfred Sommer         For       For        Management
1.10  Elect  Director Dwight S. Taylor          For       For        Management
1.11  Elect  Director Anne Marie Whittemore     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Other Business                            For       Against    Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michele J. Hooper         For       For        Management
1.3   Elect  Director Anne M. Mulcahy           For       For        Management
1.4   Elect  Director Stephen W. Sanger         For       For        Management
1.5   Elect  Director Warren R. Staley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TEXAS INSTRUMENTS INC.

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

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


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

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


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

UNION PACIFIC CORP.

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

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


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

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


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

UNITED TECHNOLOGIES CORP.

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

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


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

UNITEDHEALTH GROUP INCORPORATED

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

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


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

VECTREN CORP.

Ticker:       VVC            Security ID:  92240G101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Engelbrecht       For       For        Management
1.2   Elect  Director William G. Mays           For       For        Management
1.3   Elect  Director J. Timothy Mcginley       For       For        Management
1.4   Elect  Director Richard P. Rechter        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Prepare Sustainability Report             Against   Abstain    Shareholder
8     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Abstain    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   Abstain    Shareholder
11    Submit Executive Compensation to Vote     Against   For        Shareholder


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 14, 2004   Meeting Type: Annual
Record Date:  NOV 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Cordell Reed               For       For        Management
1.6   Elect Director Jeffrey A. Rein            For       For        Management
1.7   Elect Director David Y. Schwartz          For       For        Management
1.8   Elect Director John B. Schwemm            For       For        Management
1.9   Elect Director Marilou M. von Ferstel     For       For        Management
1.10  Elect Director Charles R. Walgreen III    For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne V. Farrell           For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Margaret Osmer Mcquade    For       For        Management
1.4   Elect  Director William D. Schulte        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

WELLPOINT HEALTH NETWORKS INC.

Ticker:       WLP            Security ID:  94973H108
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

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


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

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       Withhold   Management
1.11  Elect  Director Judith M. Runstad         For       Withhold   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       Withhold   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   Abstain    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger B. Porter           For       For        Management
1.2   Elect  Director L. E. Simmons             For       For        Management
1.3   Elect  Director Steven C. Wheelwright     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management

========== END NPX REPORT