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

                                   FORM N-PX

             ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number 811-04892
                                   ----------

TEMPLETON GROWTH FUND, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)


500 EAST BROWARD BLVD., FORT LAUDERDALE, FL 33394-3091
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)


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

Registrant's telephone number, including area code: (954) 527-7500
                                                    ----------------

Date of fiscal year end:   8/31
                         -------

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

ITEM 1. PROXY VOTING RECORD



ABBEY NATIONAL PLC

Ticker:       ABYNY          Security ID:  GB0000044551
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 16.67 Pence Per For       For        Management
      Share
4.1   Elect Priscilla Vacassin as Director      For       For        Management
4.2   Elect Angus Porter as Director            For       For        Management
4.3   Elect Tony Wyatt as Director              For       For        Management
4.4   Elect Gerard Murphy as Director           For       For        Management
4.5   Elect Geoffrey Cooper as Director         For       For        Management
5.1   Re-elect Yasmin Jetha as Director         For       For        Management
5.2   Re-elect Mark Pain as Director            For       For        Management
5.3   Re-elect Leon Allen as Director           For       For        Management
6     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors of the Company
7     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
8     Authorise EU Political Donations up to    For       For        Management
      GBP 150,000 and EU Political Expenditure
      up to GBP 150,000
9     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to GBP 703,722,815; USD
      9,820,000; and EUR 10,000,000
10    Approve Abbey Performance Share Plan      For       For        Management
11    Authorise 146,277,184 Ordinary Shares for For       For        Management
      Market Purchase
12.1  Authorise 125,000,000 8.625% Sterling     For       For        Management
      Preference Shares for Market Purchase
12.2  Authorise 200,000,000 10.375% Sterling    For       For        Management
      Preference Shares for Market Purchase
12.3  Authorise 18,000,000 Series B Dollar      For       For        Management
      Preference Shares for Market Purchase
13    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 7,313,859


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

ABBOTT LABORATORIES

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

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


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

ACCOR

Ticker:                      Security ID:  FR0000120404
Meeting Date: APR 26, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.575 per Share
5     Ratify Cooptation of Gabriele Galateri Di For       Against    Management
      Genola as Supervisory Board Member
6     Elect Francis Mayer as Supervisory Board  For       Against    Management
      Member
7     Authorize Repurchase of Up to 18 Million  For       For        Management
      Shares
8     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 200 Million
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 100 Million
11    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 200 Million for Bonus Issue or
      Increase in Par Value
12    Set Global Limit for Capital Increase to  For       For        Management
      Result from All Issuance Requests at EUR
      300 Million
13    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
14    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brian Duperreault         For       For        Management
1.2   Elect  Director Robert M. Hernandez       For       Withhold   Management
1.3   Elect  Director Peter Menikoff            For       For        Management
1.4   Elect  Director Robert Ripp               For       For        Management
1.5   Elect  Director Dermot F. Smurfit         For       Withhold   Management
2     PROPOSAL TO APPROVE THE ACE LIMITED 2004  For       For        Management
      LONG-TERM INCENTIVE PLAN.
3     PROPOSAL TO RATIFY THE APPOINTMENT OF     For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT ACCOUNTANTS OF ACE LIMITED
      FOR THE FISCAL YEAR ENDING DECEMBER 31,
      2004.


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

AKZO-NOBEL NV

Ticker:       AZKBF          Security ID:  NL0000009132
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Management Board        None      None       Management
3.1   Approve Financial Statements and          For       For        Management
      Statutory Reports
3.2   Approve Dividends                         For       For        Management
4.1   Approve Discharge of Management Board     For       For        Management
4.2   Approve Discharge of Supervisory Board    For       For        Management
5     Discussion about Company's Corporate      None      None       Management
      Governance Policy
6.1   Approve Stock Option Plan for Management  For       For        Management
      Board
6.2   Approve Restricted Stock Plan for         For       For        Management
      Management Board
6.3   Approve Executive Stock Option Plan       For       For        Management
6.4   Approve Maximum Number of Shares for LTIP For       For        Management
7     Elect Members of Management Board         For       For        Management
8.1   Fix Number of Members of Supervisory      For       For        Management
      Board
8.2   Elect Members of Supervisory Board        For       For        Management
9     Authorize Board to Prepare Financial      For       For        Management
      Statements in English
10    Grant Board Authority to Issue Authorized For       For        Management
      Yet Unissued Shares Restricting/Excluding
      Preemptive Rights
11    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
12    Other Business (Non-Voting)               None      None       Management


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

ALBERTSON'S INC.

Ticker:       ABS            Security ID:  013104104
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pamela G. Bailey          For       Withhold   Management
1.2   Elect  Director Teresa Beck               For       Withhold   Management
1.3   Elect  Director Beth M. Pritchard         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
6     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
7     Declassify the Board of Directors         Against   For        Shareholder


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

AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 5, 2004    Meeting Type: Annual
Record Date:  JAN 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward E. Hagenlocker     For       Withhold   Management
1.2   Elect  Director Kurt J. Hilzinger         For       For        Management


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

AT&T WIRELESS SERVICES, INC.

Ticker:       AWE            Security ID:  00209A106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Nobuharu Ono              For       For        Management
2.2   Elect  Director Carolyn M. Ticknor        For       For        Management
2.3   Elect  Director John D. Zeglis            For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   For        Shareholder
5     Prohibit Awards to Executives             Against   For        Shareholder
6     Require Affirmative Vote of a Majority of Against   For        Shareholder
      the Shares to Elect Directors


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

AVENTIS SA (FORMERLY RHONE-POULENC )

Ticker:       AVE.X          Security ID:  FR0000130460
Meeting Date: JUN 1, 2004    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.23 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
6     Ratify Yves Nicolas as Alternate Auditor  For       For        Management
7     Amend Article 7 to Reflect 2003 Legal     For       Against    Management
      Changes Re: Shareholding Disclosure
      Requirement
8     Amend Article 11 to Set Term of           For       For        Management
      Management Board Members at Three Years,
      Down From Five Years Previously
9     Amend Article 13 to Set Term of           For       For        Management
      Supervisory Board Members at Three Years,
      Down From Five Years Previously
10    Reelect Jean-Marc Bruel as Supervisory    For       For        Management
      Board Member
11    Reelect Martin Fruhauf as Supervisory     For       For        Management
      Board Member
12    Reelect Serge Kampf as Supervisory Board  For       For        Management
      Member
13    Reelect Hubert Markl as Supervisory Board For       For        Management
      Member
14    Reelect Gunter Metz as Supervisory Board  For       For        Management
      Member
15    Reelect Didier Pineau-Valencienne as      For       For        Management
      Supervisory Board Member
16    Reelect Seham Razzouqi as Supervisory     For       For        Management
      Board Member
17    Reelect Michel Renault as Supervisory     For       For        Management
      Board Member
18    Reelect Hans-Jurgen Schinzler as          For       For        Management
      Supervisory Board Member
19    Reelect Marc Vienot as Supervisory Board  For       For        Management
      Member
20    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

BAE SYSTEMS (FRM.BRITISH AEROSPACE PLC )

Ticker:                      Security ID:  GB0002634946
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 5.5 Pence Per   For       For        Management
      Ordinary Share
4     Re-elect Ulrich Cartellieri as Director   For       For        Management
5     Re-elect Lord Hesketh as Director         For       For        Management
6     Re-elect Steven Mogford as Director       For       For        Management
7     Re-elect George Rose as Director          For       For        Management
8     Elect Michael Hartnall as Director        For       For        Management
9     Re-appoint KPMG Audit Plc as Auditors of  For       For        Management
      the Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 19,748,171
12    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,825,091
13    Authorise 306,007,313 Ordinary Shares for For       For        Management
      Market Purchase
14    Amend Articles of Association Re:         For       For        Management
      Treasury Shares


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

BARRICK GOLD CORP.

Ticker:       ABX.           Security ID:  CA0679011084
Meeting Date: APR 22, 2004   Meeting Type: Annual/Special
Record Date:  MAR 4, 2004

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


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

BAYER AG

Ticker:       BAY            Security ID:  DE0005752000
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements, Statutory   For       None       Management
      Reports, and Board Reports; Approve
      Allocation of Income and Dividends of EUR
      0.50 Per Share
2     Approve Discharge of Management Board     For       For        Management
3     Approve Discharge of Supervisory Board    For       For        Management
4     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 4 Billion
      with Preemptive Rights; Approve Creation
      of EUR 186.9 Million Pool of Conditional
      Capital to Guarantee Conversion Rights
5     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
6     Approve Restructuring Plan                For       For        Management
7     Approve Affiliation Agreements with       For       For        Management
      Subsidiaries
8     Amend Articles Re: Renumeration of        For       For        Management
      Supervisory Board Members
9     Ratify PWC Deutsche Revision AG as        For       For        Management
      Auditors


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

BCE INC.

Ticker:       BCE.           Security ID:  CA05534B1094
Meeting Date: MAY 26, 2004   Meeting Type: Annual/Special
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andre Berard               For       For        Management
1.2   Elect Director Ronald Brenneman           For       For        Management
1.3   Elect Director Richard Currie             For       For        Management
1.4   Elect Director Anthony Fell               For       For        Management
1.5   Elect Director Donna Kaufman              For       For        Management
1.6   Elect Director Thomas Kierans             For       For        Management
1.7   Elect Director Brian Levitt               For       For        Management
1.8   Elect Director Edward Lumley              For       For        Management
1.9   Elect Director Judith Maxwell             For       For        Management
1.10  Elect Director John McArthur              For       For        Management
1.11  Elect Director Thomas O'Neill             For       For        Management
1.12  Elect Director Robert Pozen               For       For        Management
1.13  Elect Director Michael Sabia              For       For        Management
1.14  Elect Director Paul Tellier               For       For        Management
1.15  Elect Director Victor Young               For       For        Management
2     Appoint Deloitte & Touche LLP as Auditors For       For        Management
3     Disclose Director Nominee Directorships   For       For        Shareholder
      for Past Five Years
4     Prohibit CEO from Sitting on Other Boards Against   Against    Shareholder
5     Disclose Total Value of Pension Benefits  Against   Against    Shareholder
      of Senior Executives
6     Adopt By-Law Providing that Insiders Give Against   Against    Shareholder
      Notice of Stock Trades and Stock Option
      Exercises
7     Prohibit Auditors from Providing          Against   Against    Shareholder
      Non-Audit Services


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

BHP BILLITON PLC (FORMERLY BILLITON PLC)

Ticker:                      Security ID:  GB0000566504
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for BHP Billiton Ltd.
2     Accept Financial Statements and Statutory For       For        Management
      Reports for BHP Billiton Plc
3     Reelect David Brink as Director of BHP    For       For        Management
      Billiton Ltd.
4     Reelect David Brink as Director of BHP    For       For        Management
      Billiton Plc
5     Reelect Michael Chaney as Director of BHP For       For        Management
      Billiton Ltd.
6     Reelect Michael Chaney as Director of BHP For       For        Management
      Billiton Plc
7     Reelect Robin Renwick as Director of BHP  For       For        Management
      Billiton Ltd.
8     Reelect Robin Renwick as Director of BHP  For       For        Management
      Billiton Plc
9     Elect Mike Salamon as Director of BHP     For       For        Management
      Billiton Ltd.
10    Elect Mike Salamon as Director of BHP     For       For        Management
      Billiton Plc
11    Elect John Buchanan as Director of BHP    For       For        Management
      Billiton Ltd.
12    Elect John Buchanan as Director of BHP    For       For        Management
      Billiton Plc
13    Approve KPMG Audit Plc and                For       For        Management
      PricewaterhouseCoopers LLP as Joint
      Auditors of BHP Billiton Plc and
      Authorize Board to Fix Their Remuneration
14    Authorize BHP Billiton Plc Issuance of    For       For        Management
      Equity or Equity-Linked Securities with
      Preemptive Rights up to Aggregate Nominal
      Amount of USD 265,926,499
15    Authorize BHP Billiton Plc Issuance of    For       For        Management
      Equity or Equity-Linked Securities
      without Preemptive Rights up to Aggregate
      Nominal Amount of USD 61,703,675
16    Authorize 246,814,700 Shares for BHP      For       For        Management
      Billiton Plc Share Repurchase Program
17    Approve Remuneration Report               For       For        Management
18    Approve Grant of Deferred Shares, Options For       For        Management
      and Performance Shares to Charles
      Goodyear under the BHP Billiton Ltd.
      Group Incentive Scheme
19    Approve Grant of Deferred Shares, Options For       For        Management
      and Performance Shares to Mike Salamon
      under the BHP Billiton Plc Group
      Incentive Scheme


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

BOEING CO., THE

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

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


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

BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold M. Nemirow         For       For        Management
1.2   Elect  Director Arthur R. Sawchuk         For       For        Management
1.3   Elect  Director Gordon D. Giffin          For       Withhold   Management
1.4   Elect  Director Douglas A. Pertz          For       For        Management


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

BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.PP          Security ID:  GB0007980591
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Re-elect The Lord Browne of Madingley as  For       For        Management
      Director
2     Re-elect Byron Grote as Director          For       For        Management
3     Re-elect Michael Miles as Director        For       For        Management
4     Re-elect Sir Robin Nicholson as Director  For       For        Management
5     Re-elect Dick Olver as Director           For       For        Management
6     Re-elect Sir Ian Prosser as Director      For       For        Management
7     Elect Antony Burgmans as Director         For       For        Management
8     Re-appoint Ernst and Young LLP as         For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
9     Amend Articles of Association Re:         For       For        Management
      Treasury Shares and Annual Retirement of
      Directors
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 1,820 Million
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 273 Million
12    Authorise 2.2 Billion Shares for Market   For       For        Management
      Purchase
13    Authorise the Company to use Treasury     For       For        Management
      Shares for the Purpose of the Employee
      Share Schemes Operated by the Company
14    Approve Remuneration Report               For       For        Management
15    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 1.5
      Million to GBP 2.5 Million
16    Accept Financial Statements and Statutory For       For        Management
      Reports
17    Require the Company to Prepare a Report   Against   Against    Shareholder
      Re: Mitigating Risks to Shareholder Value
      when Operating in Protected and Sensitive
      Areas


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

BRAMBLES INDUSTRIES PLC

Ticker:                      Security ID:  GB0030616733
Meeting Date: OCT 21, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Brambles Industries Ltd.
2     Accept Financial Statements and Statutory For       For        Management
      Reports for Brambles Industries plc
3     Approve Remuneration Report               For       For        Management
4     Reelect Roy Brown as Director of Brambles For       For        Management
      Industries Ltd.
5     Reelect Roy Brown as Director of Brambles For       For        Management
      Industries plc
6     Reelect CK Chow as Director of Brambles   None      None       Management
      Industries Ltd.
7     Reelect CK Chow as Director of Brambles   None      None       Management
      Industries plc
8     Reelect David Lees as Director of         For       For        Management
      Brambles Industries Ltd.
9     Reelect David Lees as Director of         For       For        Management
      Brambles Industries plc
10    Reelect Ron Milne as Director of Brambles For       For        Management
      Industries Ltd.
11    Reelect Ron Milne as Director of Brambles For       For        Management
      Industries plc
12    Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors of Brambles Industries plc
13    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
14    Authorize Brambles Industries plc         For       For        Management
      Issuance of Equity or Equity-Linked
      Securities with Preemptive Rights up to
      Aggregate Nominal Amount of GBP 8,812,882
15    Authorize Brambles Industries plc         For       For        Management
      Issuance of Equity or Equity-Linked
      Securities without Preemptive Rights up
      to Aggregate Nominal Amount of GBP
      1,809,355
16    Authorize 72,374,235 Shares for Brambles  For       For        Management
      Industries plc Share Repurchase Program
17    Approve Dividend Reinvestment Plan for    For       For        Management
      Brambles Industries Ltd.
18    Approve Scrip Dividend Program for        For       For        Management
      Brambles Industries plc
19    Amend Articles of Association Re: CREST   For       For        Management


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

BRISTOL-MYERS SQUIBB CO.

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

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


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

CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  GB0006107006
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 8.35 Pence Per  For       For        Management
      Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect John Sunderland as Director      For       For        Management
5     Elect Ken Hanna as Director               For       For        Management
6     Re-elect Rick Braddock as Director        For       For        Management
7     Re-elect Roger Carr as Director           For       For        Management
8     Re-elect David Thompson as Director       For       For        Management
9     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors of the Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 85.27 Million
12    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 12.92 Million
13    Authorise 25.84 Million Ordinary Shares   For       For        Management
      for Market Purchase
14    Amend Cadbury Schweppes Share Option Plan For       For        Management
      1994
15    Amend Cadbury Schweppes plc 1997          For       For        Management
      Long-Term Incentive Plan
16    Approve Cadbury Schweppes Bonus Share     For       For        Management
      Retention Plan 2004
17    Amend Overseas Employee Share Schemes     For       For        Management
18    Authorise the Board to Establish Further  For       For        Management
      Employees Share Plan or Plans


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

CARNIVAL CORP.

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

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


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

CHECK POINT SOFTWARE TECHNOLOGIES INC

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

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


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

CHECK POINT SOFTWARE TECHNOLOGIES INC

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

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


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

CHEUNG KONG HOLDINGS

Ticker:       CHEUY          Security ID:  HK0001000014
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAY 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of HK$1.30 Per     For       For        Management
      Share
3a    Reelect Chung Sun Keung, Davy as Director For       For        Management
3b    Reelect Ip Tak Chuen, Edmond as Director  For       For        Management
3c    Reelect Chiu Kwok Hung, Justin as         For       For        Management
      Director
3d    Reelect Chow Kun Chee, Roland as Director For       For        Management
3e    Reelect Wong Yick-ming, Rosanna as        For       For        Management
      Director
3f    Reelect Yeh Yuan Chang, Anthony as        For       For        Management
      Director
4     Reappoint Deloitte Touche Tohmatsu as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
5a    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
5b    Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
5c    Authorize Reissuance of Repurchased       For       For        Management
      Shares


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

CHEUNG KONG HOLDINGS

Ticker:       CHEUY          Security ID:  HK0001000014
Meeting Date: MAY 20, 2004   Meeting Type: Special
Record Date:  MAY 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles Re: Nomination of          For       For        Management
      Directors, Voting at Meetings, Issuance
      of Share Certificate, Removal of Director
      by Ordinary Resolution


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

CHINA MOBILE (HONG KONG) LIMITED

Ticker:                      Security ID:  HK0941009539
Meeting Date: JUN 16, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Sale and Purchase Agreement       For       For        Management
      Between China Mobile (Hong Kong) Ltd.,
      China Mobile Hong Kong (BVI) Ltd. and
      China Mobile Communications Corp.


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

CHINA MOBILE (HONG KONG) LIMITED

Ticker:                      Security ID:  HK0941009539
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of HK$0.20 Per     For       For        Management
      Share
3     Elect Directors                           For       For        Management
4     Reappoint Auditors and Authorize Board to For       For        Management
      Fix Their Remuneration
5     Approve Remuneration of HK$180,000 for    For       For        Management
      Each Director
6     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
7     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Reissuance of Repurchased       For       For        Management
      Shares
9     Amend Articles Re: Voting at General      For       For        Management
      Meetings, Retirement of Directors,
      Nomination of Directors, Material
      Interest of Directors in Contracts
      Entered into by the Company


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

CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert H. Campbell        For       For        Management
1.2   Elect  Director Jane E. Henney, M.D.      For       For        Management
1.3   Elect  Director Charles R. Shoemate       For       For        Management
1.4   Elect  Director Louis W. Sullivan, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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

DBS GROUP HOLDINGS LTD. (FORMERLY DEVELOPMENT BANK OF SINGAPORE)

Ticker:                      Security ID:  SG1L01001701
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adopt Financial Statements and Directors' For       For        Management
      and Auditors' Reports
2a    Declare Final Dividend of SGD 0.16 Per    For       For        Management
      Ordinary Share
2b    Declare Final Dividend of SGD 0.16 Per    For       For        Management
      Non-Voting Convertible Preference Share
2c    Declare Final Dividend of SGD 0.16 Per    For       For        Management
      Non-Voting Redeemable Convertible
      Preference Share
3     Approve Directors' Fees of SGD 647,851    For       For        Management
      for the Year Ended Dec. 31, 2003
4     Reappoint Ernst & Young as Auditors and   For       For        Management
      Authorize Board to Fix Their Remuneration
5a    Reelect S. Dhanabalan as Director         For       For        Management
5b    Reelect Bernard Chen Tien Lap as Director For       For        Management
5c    Reelect Fock Siew Wah as Director         For       For        Management
5d    Reelect Kwa Chong Seng as Director        For       For        Management
5e    Reelect Narayana Murthy as Director       For       For        Management
5f    Reelect Frank Wong Kwong Shing as         For       For        Management
      Director
5g    Reappoint Thean Lip Ping as Director      For       For        Management
6a    Approve Issuance of Shares and Grant of   For       Against    Management
      Options Pursuant to the Share Option Plan
6b    Approve Issuance of Shares and Grant of   For       Against    Management
      Options Pursuant to the Performance Share
      Plan
6c    Approve Issuance of Shares without        For       For        Management
      Preemptive Rights


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

DBS GROUP HOLDINGS LTD. (FORMERLY DEVELOPMENT BANK OF SINGAPORE)

Ticker:                      Security ID:  SG1L01001701
Meeting Date: APR 30, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles of Association             For       For        Management
2     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
3     Authorize Share Repurchase Program        For       For        Management


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

DIRECTV GROUP, INC, THE

Ticker:       DTV            Security ID:  25459L106
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director K. Rupert Murdoch         For       For        Management
1.2   Elect  Director Neil R. Austrian          For       For        Management
1.3   Elect  Director Charles R. Lee            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

DTE ENERGY CO.

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

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


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

E.ON AG (FORMERLY VEBA AG)

Ticker:       VEBA           Security ID:  DE0007614406
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.00 per Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Amend Articles Re: Allow for the Issuance For       For        Management
      of Dividends in Kind
6     Approve Affiliation Agreements with       For       For        Management
      Subsidiaries (E.ON Nordic Holding GmbH)
7     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
8     Ratify PwC Deutsche Revision AG as        For       For        Management
      Auditors


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

ELECTRABEL

Ticker:                      Security ID:  BE0003637486
Meeting Date: JUL 4, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report Regarding End of Joint     None      Did Not    Management
      Venture CPTE, Between Electrabel and SPE            Vote
2     Receive Directors' Report                 None      Did Not    Management
                                                          Vote
3     Receive Auditors' Report                  None      Did Not    Management
                                                          Vote
4     Approve Absorption of Assets and          For       Did Not    Management
      Liabilities of CPTE by Electrabel and SPE           Vote
5     Approve Issuance of 18 Shares to          For       Did Not    Management
      Laborelec in Connection with End of Joint           Vote
      Venture CPTE
6     Receive Report Regarding Terms of         None      Did Not    Management
      Absorption                                          Vote
7     Amend Articles to Reflect Changes in      For       Did Not    Management
      Capital                                             Vote


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

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       Withhold   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


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

ENDESA S.A.

Ticker:                      Security ID:  ES0130670112
Meeting Date: APR 1, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Discharge Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Amend Articles 16 and 33 Re: Issue of     For       For        Management
      Debt and Right to Information, and
      Include New Article Re: Remote Voting
4     Amend General Meeting Guidelines via      For       For        Management
      Amendment to Articles 9 (Right to
      Information), 12 (Public Request for
      Representation) and 18 (Interventions),
      and New Article Re: Remote Voting
5     Elect Management Board                    For       For        Management
6     Approve Auditors                          For       For        Management
7     Authorize Share Repurchase                For       For        Management
8     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
9     Information Re: Board Guidelines          For       For        Management


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

ENI SPA

Ticker:       E              Security ID:  IT0003132476
Meeting Date: MAY 25, 2004   Meeting Type: Annual/Special
Record Date:  MAY 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements, Consolidated For       For        Management
      Accounts, and Statutory Reports
2     Approve Allocation of Income              For       For        Management
3     Authorize Share Repurchase Program        For       For        Management
4     Elect External Auditors for the           For       For        Management
      Three-Year Term 2004-2006 and Fix
      Remuneration of Auditors
5     Amend Article 2 of the Set of Rules       For       For        Management
      Governing General Meetings of Eni Spa
6     Approve Remuneration of Directors         For       For        Management
1     Amend Articles To Reflect New Italian     For       Against    Management
      Company Law Regulations
2     Amend Articles 17, 19, and 28 of the      For       For        Management
      Company's Bylaws


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

FLORIDA EAST COAST INDUSTRIES, INC.

Ticker:       FLA            Security ID:  340632108
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Anestis         For       For        Management
1.2   Elect  Director Robert D. Fagan           For       For        Management
1.3   Elect  Director David M. Foster           For       For        Management
1.4   Elect  Director Allen C. Harper           For       For        Management
1.5   Elect  Director Adolfo Henriques          For       Withhold   Management
1.6   Elect  Director James E. Jordan           For       For        Management
1.7   Elect  Director Gilbert H. Lamphere       For       For        Management
1.8   Elect  Director John S. Lord              For       For        Management
1.9   Elect  Director Joseph Nemec              For       Withhold   Management
1.10  Elect  Director Herbert H. Peyton         For       For        Management
1.11  Elect  Director James J. Pieczynski       For       For        Management
1.12  Elect  Director W. L. Thornton            For       For        Management


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

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


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

GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC )

Ticker:       SBH            Security ID:  GB0009252882
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Lawrence Culp as Director           For       For        Management
4     Elect Crispin Davis as Director           For       For        Management
5     Elect Sir Robert Wilson as Director       For       For        Management
6     Elect Tachi Yamada as Director            For       For        Management
7     Re-elect Sir Christopher Hogg as Director For       For        Management
8     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise EU Political Donations up to    For       For        Management
      Aggregate Nominal Amount of GBP 100,000
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 74,330,954
12    Authorise 594,647,632 Ordinary Shares for For       For        Management
      Market Purchase


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

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


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

HCA, INC.

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

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


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

HEWLETT-PACKARD CO.

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

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


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

HITACHI LTD.

Ticker:       HIT            Security ID:  JP3788600009
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Authorize Share        For       For        Management
      Repurchases at Board's Discretion
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
2.13  Elect Director                            For       For        Management
2.14  Elect Director                            For       For        Management
3     Approve Executive Stock Option Plan       For       For        Management


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

HONGKONG ELECTRIC HOLDINGS LTD.

Ticker:       HGKGY          Security ID:  HK0006000050
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of HK$1.13 Per     For       For        Management
      Share
3a    Reelect Francis Lee Lan-yee as Director   For       For        Management
3b    Reelect Frank J. Sixt as Director         For       For        Management
4     Reappoint KPMG as Auditors and Authorize  For       For        Management
      Board to Fix Their Remuneration
5     Approve Remuneration of Audit Committee   For       For        Management
      Members at an Amount of HK$50,000 Each
6     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
7     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
8     Authorize Reissuance of Repurchased       For       For        Management
      Shares
9     Amend Articles Re: Change to Existing     For       For        Management
      References and Definitions


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

HSBC HOLDINGS PLC

Ticker:                      Security ID:  GB0005405286
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:

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


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

IBERDROLA S.A.

Ticker:                      Security ID:  ES0144580018
Meeting Date: APR 2, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income and Dividends, and Discharge
      Directors
2     Adopt New Articles of Association         For       For        Management
3     Approve General Meeting Guidelines;       For       For        Management
      Information on Board Guidelines
4     Approve Merger by Absorption of           For       For        Management
      Subsidiaries Iberdrola Gas S.A. and Star
      21 Networks Espana, S.A.
5     Authorize Issuance of Convertible Bonds   For       For        Management
      and/or Warrants without Preemptive Rights
      with a Maximum Limit of EUR 1 Billion
6     Authorize Issuance of Convertible Bonds   For       For        Management
      and/or Warrants with Preemptive Rights
      with a Maximum Limit of EUR 1 Billion
7     Authorize Issuance of Bonds/Debentures up For       For        Management
      to Aggregate Nominal Amount of EUR 1.2
      Billion, or EUR 1.5 Billion in the Case
      of Debentures
8     Authorize Repurchase of Shares and Reduce For       For        Management
      Capital Via Cancellation of Repurchased
      Shares
9     Approve Listing of Shares on Secondary    For       For        Management
      Exchanges in Spain or Overseas
10    Approve Creation of Foundations           For       For        Management
11    Approve Auditors                          For       For        Management
12    Ratify Appointment of Directors           For       For        Management
13    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martha F. Brooks          For       For        Management
1.2   Elect  Director James A. Henderson        For       For        Management
1.3   Elect  Director Robert D. Kennedy         For       For        Management
1.4   Elect  Director W. Craig McClelland       For       For        Management
1.5   Elect  Director Robert M. Amen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


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

INTERPUBLIC GROUP OF COMPANIES, INC., THE

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Bell              For       For        Management
1.2   Elect Director Frank J. Borell            For       For        Management
1.3   Elect Director Reginald K. Brack          For       Withhold   Management
1.4   Elect Director Jill M. Considine          For       For        Management
1.5   Elect Director Christopher J. Coughlin    For       Withhold   Management
1.6   Elect Director John J. Donner, Jr.        For       For        Management
1.7   Elect Director Richard A. Goldstein       For       For        Management
1.8   Elect Director H. John Greenlaus          For       Withhold   Management
1.9   Elect Director Michael I. Roth            For       Withhold   Management
1.10  Elect Director J. Phillip Samper          For       Withhold   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     MacBride Principles                       Against   Against    Shareholder


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

J SAINSBURY PLC

Ticker:                      Security ID:  GB0007676405
Meeting Date: JUL 23, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 11.36 Pence Per For       For        Management
      Share
4     Reelect George Bull as Director           For       For        Management
5     Reelect Peter Davis as Director           For       For        Management
6     Reelect Roger Matthews as Director        For       For        Management
7     Reelect Keith Butler-Wheelhouse as        For       For        Management
      Director
8     Reelect June de Moller as Director        For       For        Management
9     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
10    Approve Increase in Authorized Capital to For       For        Management
      GBP 700,000,000
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 161,000,000
12    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 24,218,000
13    Authorize 193,750,000 Shares for Share    For       For        Management
      Repurchase Program


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

KOOKMIN BANK

Ticker:       KKBKY          Security ID:  KR7060000007
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Non-Consolidated Financial        For       For        Management
      Statements and Disposition of Deficit,
      with No Dividends
2     Amend Articles of Incorporation           For       For        Management
3     Elect Directors                           For       For        Management
4     Elect Members of Audit Committee          For       For        Management
5     Approve Stock Option Grants               For       For        Management


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Clendenin         For       Withhold   Management
1.2   Elect  Director David B. Dillon           For       Withhold   Management
1.3   Elect  Director David B. Lewis            For       For        Management
1.4   Elect  Director Don W. McGeorge           For       For        Management
1.5   Elect  Director W. Rodney McMullen        For       For        Management
1.6   Elect  Director Susan M. Phillips         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

KT CORP (FORMERLY KOREA TELECOM CORPORATION)

Ticker:                      Security ID:  48268K101
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF BALANCE SHEET, INCOME         For       For        Management
      STATEMENT AND STATEMENT OF APPROPRIATION
      OF RETAINED EARNINGS FOR THE 22ND FISCAL
      YEAR, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH.
2     APPROVAL OF THE AMENDMENT OF ARTICLES OF  For       For        Management
      INCORPORATION, AS SET FORTH IN THE
      COMPANY S NOTICE OF MEETING ENCLOSED
      HEREWITH.
3     ELECTION OF MEMBERS OF THE AUDIT          For       For        Management
      COMMITTEE, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH.
4     HI CHANG ROH (NOMINATED BY THE PRESIDENT  For       For        Management
      WITH CONSENT OF BOARD OF DIRECTORS)
5     SUNG DEUK PARK (NOMINATED BY OUTSIDE      For       For        Management
      DIRECTOR RECOMMENDATION COMMITTEE)
6     BYOUNG HOON LEE (SHAREHOLDER PROPOSAL -   Against   Against    Shareholder
      PRACTICALLY INITIATED BY LABOR UNION OF
      KT)
7     APPROVAL OF LIMIT ON REMUNERATION OF      For       For        Management
      DIRECTORS, AS SET FORTH IN THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH.
8     APPROVAL OF AMENDMENT OF MANAGEMENT       For       For        Management
      CONTRACT, AS SET FORTH IN H THE COMPANY S
      NOTICE OF MEETING ENCLOSED HEREWITH.


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

LLOYDS TSB GROUP PLC (FORMERLY TSB GROUP)

Ticker:                      Security ID:  GB0008706128
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:

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


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

MICHELIN ET CIE.

Ticker:                      Security ID:  FR0000121261
Meeting Date: MAY 14, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.395 per Share
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Reelect Eric Bourdais de Charbonniere as  For       For        Management
      Supervisory Board Member
6     Reelect Francois Grappotte as Supervisory For       For        Management
      Board Member
7     Ratify PricewaterhouseCoopers Audit as    For       For        Management
      Auditors
8     Ratify Pierre Coll as Alternate Auditor   For       For        Management
9     Ratify Corevise as Auditors               For       For        Management
10    Ratify Jacques Zaks as Alternate Auditor  For       For        Management
11    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
12    Approve Stock Option Plan Grants          For       For        Management
13    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan


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

NESTLE SA

Ticker:       NESAC          Security ID:  CH0012056047
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Accept Financial Statements and Statutory For       For        Management
      Reports
1b    Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 7.20 per Share
4a    Elect Edward George as Directors          For       For        Management
4b    Elect Kaspar Villiger as Directors        For       For        Management
4c    Elect Rolf Haenggi as Directors           For       For        Management
4d    Elect Daniel Borel as Directors           For       For        Management
4e    Elect Carolina Mueller as Directors       For       For        Management


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

NINTENDO CO. LTD.

Ticker:       NTDOY          Security ID:  JP3756600007
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 70,
      Final JY 70, Special JY 0
2     Amend Articles to: Authorize Share        For       For        Management
      Repurchases at Board's Discretion
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
3.12  Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Director   For       For        Management
      and Statutory Auditor


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

NIPPON TELEGRAPH & TELEPHONE CORP.

Ticker:                      Security ID:  JP3735400008
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 2500,
      Final JY 2500, Special JY 0
2     Authorize Share Repurchase Program        For       For        Management
3     Amend Articles to: Decrease Authorized    For       For        Management
      Capital from 62.212 Million to 61.93
      Million Shares to Reflect Share
      Repurchase
4.1   Elect Director                            For       For        Management
4.2   Elect Director                            For       For        Management
4.3   Elect Director                            For       For        Management
4.4   Elect Director                            For       For        Management
4.5   Elect Director                            For       For        Management
4.6   Elect Director                            For       For        Management
4.7   Elect Director                            For       For        Management
4.8   Elect Director                            For       For        Management
4.9   Elect Director                            For       For        Management
4.10  Elect Director                            For       For        Management
4.11  Elect Director                            For       For        Management
5     Appoint Internal Statutory Auditor        For       For        Management
6     Approve Retirement Bonuses for Directors  For       For        Management
      and Statutory Auditor


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

NOBLE CORP

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director Jack E. Little            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOMURA HOLDINGS INC.

Ticker:       NSLJ10         Security ID:  JP3762600009
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Authorize Share        For       For        Management
      Repurchases at Board's Discretion
2     Approve Executive Stock Option Plan and   For       For        Management
      Deep-Discount Stock Option Plan
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management


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

NORDEA BANK AB (FORMERLY NORDEA AB)

Ticker:                      Security ID:  SE0000427361
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Chairman of Meeting                 For       For        Management
2     Prepare and Approve List of Shareholders  For       For        Management
3     Approve Agenda of Meeting                 For       For        Management
4     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting
5     Acknowledge Proper Convening of Meeting   For       For        Management
6     Receive Financial Statements and          None      None       Management
      Statutory Reports; Receive President's
      and Board Reports
7     Accept Financial Statements and Statutory For       For        Management
      Reports
8     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.25 Per Share
9     Approve Discharge of Board and President  For       For        Management
10    Amend Articles Re: Reduce Directors' Term For       For        Management
      of Office from Two Years to One Year
11    Determine Number of Members (11) and      For       For        Management
      Deputy Members (0) of Board
12    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 950,000; Approve
      Remuneration of Auditors
13    Reelect Kjell Aamot, Hans Dahlberg, Bernt For       For        Management
      Magnusson, Joergen Hoeg Pedersen, and
      Maija Torkko as Directors
14.1  Authorize Chairman of Board to Appoint    For       Against    Management
      Members of Nominating Committee
14.2  Shareholder Proposal: Authorize General   Against   For        Shareholder
      Meeting to Elect Members of Nominating
      Committee
15    Approve EUR 32.3 Million Reduction in     For       For        Management
      Share Capital via Share Cancellation
16    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital for Purposes
      Other Than Equity Trading
17    Authorize Repurchase of Up to Three       For       For        Management
      Percent of Issued Share Capital for
      Equity Trading Purposes


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

NORDEA BANK AB (FORMERLY NORDEA AB)

Ticker:                      Security ID:  SE0000427361
Meeting Date: OCT 22, 2003   Meeting Type: Special
Record Date:  OCT 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Chairman of Meeting                 For       Did Not    Management
                                                          Vote
2     Prepare and Approve List of Shareholders  For       Did Not    Management
                                                          Vote
3     Approve Agenda of Meeting                 For       Did Not    Management
                                                          Vote
4     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote
5     Acknowledge Proper Convening of Meeting   For       Did Not    Management
                                                          Vote
6     Amend Articles Re: Change Company Name to For       Did Not    Management
      Nordea Bank AB; Amend Corporate Purpose;            Vote
      Editorial Change
7     Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote


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

NOVARTIS AG

Ticker:       NVS            Security ID:  CH0012005267
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  FEB 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Discharge of the Board and Senior For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 1.00 per Share
4     Approve Transfer of CHF 360.9 Million     For       For        Management
      from General Reserves to Free Reserves
5     Approve CHF 12.1 Million Reduction in     For       For        Management
      Share Capital via Share Cancellation
6     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital
7     Amend Articles Re: Reduce Board Terms     For       For        Management
      from Four to Three Years
8.1   Approve Resignation of Walter Frehner and For       For        Management
      Heini Lippuner
8.2   Elect Helmut Sihler, Hans-Joerg Rudloff   For       For        Management
      and Daniel Vasella as Directors
9     Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors


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

PEARSON PLC

Ticker:       PSO            Security ID:  GB0006776081
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 14.8 Pence Per  For       For        Management
      Share
3     Re-elect Dennis Stevenson as Director     For       For        Management
4     Re-elect John Makinson as Director        For       For        Management
5     Re-elect Reuben Mark as Director          For       For        Management
6     Re-elect Vernon Sankey as Director        For       For        Management
7     Approve Remuneration Report               For       For        Management
8     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 66,871,000
11    Approve Increase in Authorised Capital    For       For        Management
      from GBP 294,500,000 to GBP 295,500,000
      by the Creation of 4 Million Ordinary
      Shares of 25 Pence Each
12    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 10,030,000
13    Authorise 80 Million Ordinary Shares for  For       For        Management
      Market Purchase
14    Adopt New Articles of Association         For       For        Management
15    Amend Pearson plc UK Worldwide Save for   For       For        Management
      Shares Plan


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

PEPCO HOLDINGS, INC.

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

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


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

PFIZER INC.

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

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


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

PHILIPS ELECTRONICS NV

Ticker:       PHG            Security ID:  NL0000009538
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2.1   Approve Financial Statements and          For       For        Management
      Statutory Reports
2.2   Receive Explanation of Corporate          None      None       Management
      Governance Structure
2.3   Receive Explanation of Policy on Reserves None      None       Management
      and Dividends
2.4   Approve Dividends of EUR 0.36 Per Share   For       For        Management
2.5   Approve Discharge of Management Board     For       For        Management
2.6   Approve Discharge of Supervisory Board    For       For        Management
3.1   Reelect Elect K. van Miert to Supervisory For       For        Management
      Board
3.2   Elect E. Kist as New Member of            For       For        Management
      Supervisory Board
4.1   Approve Remuneration Policy of Management For       For        Management
      Board
4.2   Amend 2003 Long-Term Incentive Plan       For       For        Management
      Regarding Distribution of Shares:
      Allocate a Maximum of 2.5 Percent of
      Annual Pool of Shares Reserved for LTIP
      to Management Board on Annual Basis
5     Grant Board Authority to Issue Shares     For       For        Management
      Restricting/Excluding Preemptive Rights
      Up to 20 Percent of Issued Capital
6     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share  Capital
7     Authorize Board to Set Record Date        For       For        Management
8     Other Business (Non-Voting)               None      None       Management
9     Close Meeting                             None      None       Management


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

POSCO (FORMERLY POHANG IRON & STEEL)

Ticker:       PKX            Security ID:  KR7005490008
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income, with a   For       For        Management
      Year-End Dividend of KRW 5000 Per Share
2.1   Amend Articles of Incorporation Re:       For       For        Management
      Cumulative Voting
2.2   Amend Articles of Incorporation Re:       For       For        Management
      Corporate Governance
3.1.1 Elect Outside Director                    For       For        Management
3.1.2 Elect Outside Director                    For       For        Management
3.1.3 Elect Outside Director                    For       For        Management
3.1.4 Elect Outside Director                    For       For        Management
3.2.1 Elect Member of Audit Committee           For       For        Management
3.2.2 Elect Member of Audit Committee           For       For        Management
3.3.1 Elect Inside Director                     For       For        Management
3.3.2 Elect Inside Director                     For       For        Management
3.3.3 Elect Inside Director                     For       For        Management
3.3.4 Elect Inside Director                     For       For        Management
3.3.5 Elect Inside Director                     For       For        Management
4     Approve Limit on Remuneration of          For       For        Management
      Directors


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

REED ELSEVIER NV (FORMERLY ELSEVIER NV)

Ticker:       ELNVY          Security ID:  NL0000349488
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Documents Received                        None      None       Management
3     Receive Report of Management Board        None      None       Management
4     Approve Financial Statements and          For       For        Management
      Statutory Reports
5     Approve Dividends of EUR 0.30 per         For       For        Management
      Ordinary Share
6     Discussion about Company's Corporate      None      None       Management
      Governance Report
7.1   Approve Discharge of Management Board     For       For        Management
7.2   Approve Discharge of Supervisory Board    For       For        Management
8     Reelect Deloitte Accountants as Auditors  For       For        Management
9.1   Reelect Lord Sharman as Member of         For       For        Management
      Supervisory Board
9.2   Reelect R. Stomberg as Member of          For       For        Management
      Supervisory Board
9.3   Reelect M. Tabaksblat as Member of        For       For        Management
      Supervisory Board
10    Reelect G. van de Aast as Member of       For       For        Management
      Management Board
11    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
12.1  Grant Board Authority to Issue Shares Up  For       For        Management
      to Ten Percent of Issued Share Capital
12.2  Grant Board Authority to Restrict/Exclude For       For        Management
      Preemptive Rights for Share Issuance
      under Item 12.1
13    Other Business                            None      None       Management
14    Close Meeting                             None      None       Management


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

RENTOKIL INITIAL PLC(FORMERLY RENTOKIL GROUP PLC )

Ticker:                      Security ID:  GB0007327124
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 4.35 Pence Per  For       For        Management
      Ordinary Share
4.1   Re-elect Edward Brown as Director         For       For        Management
4.2   Re-elect Ronald Spinney as Director       For       For        Management
4.3   Re-elect James Wilde as Director          For       For        Management
5     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
6     Authorise 235,420,780 Ordinary Shares for For       For        Management
      Market Purchase
7     Other Business (Non-Voting)               None      None       Management


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

REPSOL YPF SA (FORMERLY REPSOL, S.A.)

Ticker:       REP            Security ID:  ES0173516115
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income and Distribution of Dividend of
      EUR 0.40 Per Share, and Discharge
      Directors
2     Elect Management Board                    For       For        Management
3     Approve Deloitte & Touche Espana Auditors For       For        Management
      SL as Auditors
4     Authorize Repurchase of Shares up to a    For       For        Management
      Maximum of Five Percent of Capital
5     Amend Articles Re: Legal Provisions       For       For        Management
      Governing the Company, Shareholders
      Meeting, Right of Attendance,
      Representation, Board Composition,
      Administrators' Liability, and Debentures
      Issuance
6     Amend Articles Re: Regulations of the     For       For        Management
      General Shareholder's Meeting
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

REUTERS GROUP PLC (FORMERLY REUTERS HOLDINGS PLC)

Ticker:                      Security ID:  GB0002369139
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 6.15 Pence Per  For       For        Management
      Share
4     Re-elect Tom Glocer as Director           For       For        Management
5     Re-elect David Grigson as Director        For       For        Management
6     Re-elect Sir Christopher Hogg as Director For       For        Management
7     Re-elect Ian Strachan as Director         For       For        Management
8     Re-elect Charles Sinclair as Director     For       For        Management
9     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
11    Approve Increase in Remuneration for Each For       For        Management
      of the Non-Executive Directors from GBP
      35,000 to GBP 50,000 Per Annum
12    Amend Long-Term Incentive Plan            For       For        Management
13    Approve Restricted Share Plan             For       For        Management
14    Approve Additional Restricted Share Plans For       For        Management
15    Approve Annual Bonus Profit Sharing Plan  For       For        Management
16    Approve Additional Bonus Profit Sharing   For       For        Management
      Plans
17    Authorise 143,254,000 Ordinary Shares for For       For        Management
      Market Purchase
18    Adopt New Articles of Association         For       For        Management
19    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 107,400,000
20    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 17,000,000


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

ROLLS-ROYCE GROUP PLC ( FORMERLY ROLLS-ROYCE PLC)

Ticker:       RYCEY          Security ID:  GB0032836487
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Re-elect Euan Baird as Director           For       For        Management
4     Elect Amy Bondurant as Director           For       For        Management
5     Re-elect Peter Byrom as Director          For       For        Management
6     Re-elect John Cheffins as Director        For       For        Management
7     Elect Carl-Peter Forster as Director      For       For        Management
8     Re-elect Colin Green as Director          For       For        Management
9     Re-elect James Guyette as Director        For       For        Management
10    Re-elect Michael Howse as Director        For       For        Management
11    Re-elect Lord Moore of Lower Marsh as     For       For        Management
      Director
12    Re-elect Sir Robin Nicholson as Director  For       For        Management
13    Re-elect Sir John Rose as Director        For       For        Management
14    Re-elect Andrew Shilston as Director      For       For        Management
15    Elect Ian Strachan as Director            For       For        Management
16    Re-elect Carl Symon as Director           For       For        Management
17    Re-elect Sir John Weston as Director      For       For        Management
18    Re-appoint KPMG Audit Plc as Auditors and For       For        Management
      Authorise Board to Fix Remuneration of
      Auditors
19    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 111,843,332
20    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 16,776,499
21    Authorise 167,764,998 Shares for Market   For       For        Management
      Purchase
22    Amend Articles of Association Re: Removal For       For        Management
      of Restrictions on the Company's
      Borrowing Power
23    Approve Rolls-Royce Group plc Performance For       For        Management
      Share Plan
24    Approve Increase in Authorised Capital    For       For        Management
      from GBP 500,050,000.60 to GBP
      1,500,050,000.60; Approve Issue of B
      Shares; and Amend Articles Re: B Shares
25    Approve Final Dividend of 5 Pence Per     For       For        Management
      Share If Resolution 24 is Not Passed
26    Approve Scrip Dividend If Resolution 24   For       For        Management
      is Not Passed


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:       SSNHY          Security ID:  KR7005930003
Meeting Date: FEB 27, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Appropriation of Income, with Total
      Dividend of KRW 5500 Per Share
2.1   Elect Two Outside Directors               For       For        Management
2.2   Appoint One Member of Audit Committee     For       For        Management
2.3   Elect One Executive Director              For       For        Management
3     Approve Limit on Remuneration of          For       For        Management
      Directors


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

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


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

SBC COMMUNICATIONS INC.

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

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


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

SECURITAS AB

Ticker:                      Security ID:  SE0000163594
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Elect Chairman of Meeting                 For       For        Management
3     Prepare and Approve List of Shareholders  For       For        Management
4     Approve Agenda of Meeting                 For       For        Management
5     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting
6     Acknowledge Proper Convening of Meeting   For       For        Management
7     Receive President's Report                None      None       Management
8     Receive Financial Statements and          None      None       Management
      Statutory Reports
9.1   Accept Financial Statements and Statutory For       For        Management
      Reports
9.2   Approve Allocation of Income and          For       For        Management
      Dividends of SEK 2 Per Share
9.3   Approve Record Date (April 13, 2004) for  For       For        Management
      Dividend
9.4   Approve Discharge of Board and President  For       For        Management
10    Determine Number of Members (8) and       For       For        Management
      Deputy Members (0) of Board
11    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of SEK 3 Million;
      Approve Remuneration of Auditors
12    Reelect Thomas Berglund, Annika Bolin,    For       For        Management
      Carl Douglas, Gustaf Douglas, Anders
      Frick, Berthold Lindqvist, Fredrik
      Palmstierna, and Melker Schoerling as
      Directors; Ratify PricewaterhouseCoopers
      AB as Auditors
13.1  Shareholder Proposal: Authorize General   Against   For        Shareholder
      Meeting to Elect Members of Nominating
      Committee
13.2  Reelect Gustaf Douglas and Melker         For       Against    Management
      Schoerling as Members of Nominating
      Committee
14    Close Meeting                             None      None       Management


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

SHANGRI-LA-ASIA LTD.

Ticker:                      Security ID:  BMG8063F1068
Meeting Date: JUN 29, 2004   Meeting Type: Special
Record Date:  JUN 24, 2004

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


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

SHANGRI-LA-ASIA LTD.

Ticker:                      Security ID:  BMG8063F1068
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAY 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of HK$0.08 Per     For       For        Management
      Share
3a    Reelect Giovanni Angelini as Director     For       For        Management
3b    Reelect Lui Man Shing as Director         For       For        Management
3c    Reelect Ho Kian Guan as Director          For       For        Management
3d    Reelect Roberto V. Ongpin as Director     For       For        Management
3e    Reelect Timothy David Dattels as Director For       For        Management
4     Fix Remuneration of Directors Including   For       For        Management
      Fees Payable to Members of the Audit and
      Remuneration Committees
5     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
6a    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
6b    Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
6c    Authorize Reissuance of Repurchased       For       For        Management
      Shares
7     Amend Bylaws Re: Voting at General        For       For        Management
      Meetings, Nomination of Directors,
      Material Interest of Directors in
      Contracts Entered into by the Company,
      Electronic Communication


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

SHELL TRANSPORT AND TRADING COMPANY PLC (THE)

Ticker:       SC             Security ID:  GB0008034141
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Malcolm Brinded as Director         For       For        Management
4     Re-elect Eileen Buttle as Director        For       For        Management
5     Re-elect Luis Giusti as Director          For       For        Management
6     Re-elect Nina Henderson as Director       For       For        Management
7     Re-elect Lord Oxburgh as Director         For       For        Management
8     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise 483 Million Ordinary Shares for For       For        Management
      Market Purchase


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

SHIRE PHARMACEUTICALS GROUP PLC

Ticker:                      Security ID:  GB0007998031
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Re-elect James Cavanaugh as Director      For       For        Management
3     Re-elect Barry Price as Director          For       For        Management
4     Elect Robin Buchanan as Director          For       For        Management
5     Elect David Kappler as Director           For       For        Management
6     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
7     Approve Remuneration Report               For       For        Management
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 7,997,400
9     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,199,610
10    Authorise 47,985,315 Ordinary Shares for  For       For        Management
      Market Purchase
11    Authorise the Company to Make EU          For       For        Management
      Political Donations up to Aggregate
      Nominal Amount of GBP 25,000 and Incur EU
      Political Expenditure up to Aggregate
      Nominal Amount of GBP 25,000


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

SINGAPORE AIRLINES LIMITED

Ticker:                      Security ID:  SG1H95001506
Meeting Date: JUL 26, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles of Association             For       For        Management
2     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
3     Authorize Share Repurchase Program        For       For        Management
4     Amend Employee Share Option Plan          For       Against    Management
5     Approve Mandate for Transactions with     For       For        Management
      Related Parties


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

SINGAPORE AIRLINES LIMITED

Ticker:                      Security ID:  SG1H95001506
Meeting Date: JUL 26, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adopt Financial Statements and Directors' For       For        Management
      and Auditors' Reports
2     Declare Final Dividend of SGD 0.09 Per    For       For        Management
      Share
3     Elect Brian Pitman as Director            For       For        Management
4a    Reelect Fock Siew Wah as Director         For       For        Management
4b    Reelect Ho Kwon Ping as Director          For       For        Management
5     Reelect Chew Choon Seng as Director       For       For        Management
6     Reappoint Ernst & Young as Auditors and   For       For        Management
      Authorize Board to Fix Their Remuneration
7     Approve Directors' Fees of SGD 571,000    For       For        Management
      for the Year Ended Mar. 31, 2003
8     Other Business (Voting)                   For       Against    Management


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

SK TELECOM

Ticker:                      Security ID:  78440P108
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE BALANCE SHEET, THE        For       For        Management
      STATEMENT OF INCOME, AND THE STATEMENT OF
      APPROPRIATION OF RETAINED EARNINGS OF THE
      20TH FISCAL YEAR, AS SET FORTH IN ITEM 1
      OF THE COMPANY S AGENDA ENCLOSED
      HEREWITH.
2     APPROVAL OF THE AMENDMENT OF THE ARTICLES For       For        Management
      OF INCORPORATION, AS SET FORTH IN ITEM 2
      OF THE COMPANY S AGENDA ENCLOSED
      HEREWITH.
3     APPROVAL OF THE CEILING AMOUNT OF THE     For       For        Management
      REMUNERATION OF DIRECTORS, AS SET FORTH
      IN THE COMPANY S AGENDA ENCLOSED
      HEREWITH.
4     APPROVAL OF THE APPOINTMENT OF DIRECTORS, For       For        Management
      AS SET FORTH IN ITEM 3 OF THE COMPANY S
      AGENDA ENCLOSED HEREWITH.
5     APPROVAL OF THE APPOINTMENT OF OUTSIDE    For       For        Management
      DIRECTORS WHO WILL BE AUDIT COMMITTEE
      MEMBERS, AS SET FORTH IN ITEM 3 OF THE
      COMPANY S AGENDA ENCLOSED HEREWITH.


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

SK TELECOM

Ticker:                      Security ID:  KR7017670001
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Dividends of KRW 5500 Per Share
2     Amend Articles of Incorporation           For       For        Management
3     Approve Limit on Remuneration of          For       For        Management
      Directors
4.1   Elect Director(s)                         For       For        Management
4.2   Elect Member(s) of Audit Committee        For       For        Management


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

SMITHS GROUP PLC (FORMERLY SMITHS INDUSTRIES PLC)

Ticker:                      Security ID:  GB0008182700
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 17.25 Pence Per For       For        Management
      Share
4     Reelect K Butler-Wheelhouse as Director   For       For        Management
5     Reelect J Ferrie as Director              For       For        Management
6     Reelect J Horn-Smith as Director          For       For        Management
7     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
8     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 46,629,434
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 6,994,415
11    Authorize 55,955,321 Shares for Share     For       For        Management
      Repurchase Program


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

SONY CORP.

Ticker:       SNE            Security ID:  JP3435000009
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Authorize Share        For       For        Management
      Repurchases at Board's Discretion
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       Against    Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
2.13  Elect Director                            For       For        Management
2.14  Elect Director                            For       For        Management
2.15  Elect Director                            For       For        Management
2.16  Elect Director                            For       For        Management
3     Approve Executive Stock Option Plan       For       For        Management
4     Approve Stock Option Plan for Directors   For       For        Management
      and Executives of Subsidiary Sony
      Communication Network
5     Amend Articles to Require Disclosure of   Against   For        Shareholder
      Compensation Levels of Individual
      Directors and Executive Officers


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

ST. JOE COMPANY, THE

Ticker:       JOE            Security ID:  790148100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael L. Ainslie        For       For        Management
1.2   Elect  Director Hugh M. Durden            For       Withhold   Management
1.3   Elect  Director Adam W. Herbert, Jr.      For       For        Management
1.4   Elect  Director Delores Kesler            For       For        Management
1.5   Elect  Director John S. Lord              For       For        Management
1.6   Elect  Director Walter L. Revell          For       For        Management
1.7   Elect  Director Peter S. Rummell          For       For        Management
1.8   Elect  Director Winfred L. Thornton       For       For        Management
1.9   Elect  Director William H. Walton, III    For       For        Management
2     Eliminate Preemptive Rights               For       For        Management
3     Ratify Auditors                           For       For        Management


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

STANDARD CHARTERED PLC

Ticker:                      Security ID:  GB0004082847
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 36.49 US Cents  For       For        Management
      Per Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Elect Jamie Dundas as Director            For       For        Management
5     Elect Ruth Markland as Director           For       For        Management
6     Elect Paul Skinner as Director            For       For        Management
7     Re-elect Mervyn Davies as Director        For       For        Management
8     Re-elect Michael DeNoma as Director       For       For        Management
9     Re-elect Rudolph Markham as Director      For       For        Management
10    Re-elect Hugh Norton as Director          For       For        Management
11    Re-appoint KPMG Audit Plc as Auditors of  For       For        Management
      the Company
12    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
13    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 117,487,333 and up to USD 213,708,480
      Pursuant to Rights Issues, Scrip
      Dividends, Share Schemes and Exchangeable
      Securities
14    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount
      Equal to the Company's Share Capital
      Repurchased Under Item 16
15    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 29,370,451
16    Authorise 117,487,333 Ordinary Shares for For       For        Management
      Market Purchase
17    Authorise 331,388 Non-Cumulative          For       For        Management
      Preference Shares of USD 5 Each and
      195,285,000 Non-Cumulative Preference
      Shares of GBP 1 Each for Market Purchase
18    Amend Standard Chartered 2001 Performance For       For        Management
      Share Plan
19    Adopt Standard Chartered 2004 UK          For       For        Management
      Sharesave Scheme and the Standard
      Chartered 2004 International Sharesave
      Scheme


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

STORA ENSO OYJ (FORMERLY ENSO OY)

Ticker:                      Security ID:  FI0009005961
Meeting Date: MAR 18, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Receive Financial Statements              None      None       Management
1.2   Receive Auditors' Report                  None      None       Management
1.3   Accept Financial Statements and Statutory For       For        Management
      Reports
1.4   Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.45 Per Share
1.5   Approve Discharge of Board and President  For       For        Management
1.6   Fix Number of Directors at 11             For       For        Management
1.7   Fix Number of Auditors                    For       For        Management
1.8   Approve Remuneration of Directors and     For       For        Management
      Auditors
1.9   Reelect Krister Ahlstroem, Claes          For       For        Management
      Dahlbaeck, Harald Einsmann, Bjoern
      Haegglund, Jukka Haermaelae, Barbara Kux,
      Ilkka Niemi, Paavo Pitkaenen, Jan
      Sjoeqvist, and Marcus Wallenberg; Elect
      Lee Chaden as New Director
1.10  Ratify PricewaterhouseCoopers as Auditors For       For        Management
2     Approve EUR 76.3 Million Reduction in     For       For        Management
      Share Capital via Share Cancellation
3     Authorize Repurchase of Up to Five        For       For        Management
      Percent of Issued Share Capital
4     Authorize Reissuance of Repurchased       For       For        Management
      Shares


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

SWIRE PACIFIC

Ticker:                      Security ID:  HK0019000162
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Final Dividend of HK$1.02 Per A   For       For        Management
      Share and HK$0.204 Per B Share
2a    Reelect P.A. Johansen as Director         For       For        Management
2b    Reelect Adrian Swire as Director          For       For        Management
3     Reappoint PricewaterhouseCoopers as       For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
4     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
5     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Reissuance of Repurchased       For       For        Management
      Shares
7     Amend Articles Re: Corporate              For       For        Management
      Communications, Postponement of General
      Meetings, Editing Changes


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

SWISS REINSURANCE (SCHWEIZERISCHE RUECKVERSICHERUNGS)

Ticker:                      Security ID:  CH0012332372
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 1.10 per Share
4     Approve Creation of CHF 2 Million Pool of For       For        Management
      Conditional Capital without Preemptive
      Rights
5.1a  Reelect George Farr and Rajna Gibson as   For       For        Management
      Directors
5.1b  Elect Kaspar Villiger as Director         For       For        Management
5.2   Reelect PricewaterhouseCoopers Ltd as     For       For        Management
      Auditors


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

SYNGENTA AG

Ticker:                      Security ID:  CH0011037469
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and Omission For       For        Management
      of Dividends
4     Approve CHF 191.4 Million Reduction in    For       For        Management
      Share Capital via Reduction in Par Value
      and Repayment to Shareholders
5     Amend Articles Re: Submission of          For       For        Management
      Shareholder Proposals
6     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital
7     Reelect Rupert Gasser, Heinz Imhof, and   For       For        Management
      Michael Pragnell as Directors
8     Reelect Ernst and Young AG as Auditors    For       For        Management


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

TDC A/S (FORMERLY TELE DANMARK)

Ticker:       TLD            Security ID:  DK0010253335
Meeting Date: MAR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Chairman of Meeting                 For       For        Management
2     Receive Report of Board                   None      None       Management
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Discharge of Management and Board For       For        Management
5     Approve Allocation of Income and          For       For        Management
      Dividends of DKK 12 Per Share
6     Reelect Thorleif Krarup, Lloyd Kelley,    For       For        Management
      James Callaway, Larry Boyle, Jonathan
      Klug, Niels Thomas Heering, Rick Moore,
      and Kurt Anker Nielsen as Directors;
      Elect Richard McCormick and William
      Caldwell as Deputy Directors
7     Ratify PricewaterhouseCoopers and Ernst & For       For        Management
      Young as Auditors
8     Extend Authorization to Create DKK 108.2  For       For        Management
      Million Pool of Conditional Capital
      without Preemptive Rights
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Other Business (Non-Voting)               None      None       Management


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

TELEFONICA  S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.)

Ticker:       TEF            Security ID:  ES0178430E18
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income, and Discharge Directors
2     Approve Dividend Per Share                For       For        Management
3     Approve Auditors                          For       For        Management
4     Authorize Repurchase of Shares            For       For        Management
5     Approve General Meeting Guidelines        For       For        Management
6     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

TEMPLE-INLAND INC.

Ticker:       TIN            Security ID:  879868107
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald M. Carlton         For       For        Management
1.2   Elect  Director E. Linn Draper, Jr.       For       For        Management
1.3   Elect  Director Jeffrey M. Heller         For       For        Management
1.4   Elect  Director Kenneth M. Jastrow, II    For       For        Management
1.5   Elect  Director James A. Johnson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

TIME WARNER INC

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

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


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

TRANSCANADA CORP

Ticker:       TRP.           Security ID:  CA89353D1078
Meeting Date: APR 23, 2004   Meeting Type: Annual/Special
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director D.D. Baldwin               For       For        Management
1.2   Elect Director W.K. Dobson                For       For        Management
1.3   Elect Director P. Gauthier                For       For        Management
1.4   Elect Director R.F. Haskayne              For       For        Management
1.5   Elect Director K.L. Hawkins               For       For        Management
1.6   Elect Director S.B. Jackson               For       For        Management
1.7   Elect Director P.L. Joskow                For       For        Management
1.8   Elect Director H.N. Kvisle                For       For        Management
1.9   Elect Director D.P. O'Brien               For       For        Management
1.10  Elect Director J.R. Paul                  For       For        Management
1.11  Elect Director H.G. Schaefer              For       For        Management
1.12  Elect Director W.T. Stephens              For       For        Management
2     Appoint KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       For        Management
4     Ratify, Confirm and Approve the           For       For        Management
      Shareholder Rights Plan


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

UBS AG

Ticker:                      Security ID:  CH0012032030
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 2.60 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4.1   Reelect Peter Davis as Director           For       For        Management
4.2.1 Elect Stephan Haeringer as Director       For       For        Management
4.2.2 Elect Helmut Panke as Director            For       For        Management
4.2.3 Elect Peter Spuhler as Director           For       For        Management
4.3   Ratify Ernst and Young as Auditors        For       For        Management
5.1   Approve CHF 47.6 Million Reduction in     For       For        Management
      Share Capital via Cancellation of Shares
5.2   Authorize Repurchase of Issued Share      For       For        Management
      Capital


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

UNILEVER N.V.

Ticker:       UN             Security ID:  NL0000009348
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAY 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and Report   None      None       Management
      by Remuneration Committe
2     Approve Financial Statements and          For       For        Management
      Allocation of Income and Dividends
3     Approve Discharge of Board of Directors   For       For        Management
4     Discussion of Company's Corporate         For       For        Management
      Governance Report; Amend Articles Re:
      Adopt One-Tier Board Structure; Enable
      Shareholders to Override Binding
      Nominations for Appointment of Directors;
      Other Changes
5.1   Elect A. Burgmans as Executive Director   For       For        Management
5.2   Elect A. Butler as Executive Director     For       For        Management
5.3   Elect P. Cescau as Executive Director     For       For        Management
5.4   Elect K. Dadiseth as Executive Director   For       For        Management
5.5   Elect NWA Fitzgerald KBE as Executive     For       For        Management
      Director
5.6   Elect A. van Heemstra as Executive        For       For        Management
      Director
5.7   Elect R. Markham as Executive Director    For       For        Management
5.8   Elect C. van der Graaf as New Executive   For       For        Management
      Director
6.1   Elect Rt Hon The Lord of Brittan of       For       For        Management
      Spennithorne QC DL as Non-Executive
      Director
6.2   Elect Baroness Chalker of Wallasey as     For       For        Management
      Non-Executive Director
6.3   Elect B. Collomb as Non-Executive         For       For        Management
      Director
6.4   Elect W. Dik as Non-Executive Director    For       For        Management
6.5   Elect O. Fanjul as Non-Executive Director For       For        Management
6.6   Elect C. Gonzalez as Non-Executive        For       For        Management
      Director
6.7   Elect H. Kopper as Non-Executive Director For       For        Management
6.8   Elect Lord Simon of Highbury CBE as       For       For        Management
      Non-Executive Director
6.9   Elect van der Veer as Non-Executive       For       For        Management
      Director
7     Approve Remuneration of Non-Executive     For       For        Management
      Directors in an Aggregate Amount of EUR
      800,000
8     Ratify PricewaterhouseCoopers as Auditors For       For        Management
9     Grant Board Authority to Issue All        For       Against    Management
      Authorized Yet Unissued Shares
      Restricting/Excluding Preemptive Rights
10    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
11    Authorize Board to Set Record Date for a  For       For        Management
      Period of Five Years
12    Allow Questions                           None      None       Management


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

VOLKSWAGEN AG (VW)

Ticker:       VWAG           Security ID:  5497168
Meeting Date: APR 22, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Announcement of Resolutions Passed at     None      None       Management
      2004 AGM Re: Issuance of New Shares
2     Approve Creation of EUR 400 Million Pool  For       For        Management
      of Conditional Capital with Preemptive
      Rights
3     Announcement of Resolutions Passed at     None      None       Management
      2004 AGM Re: Issuance of New Bonds
4     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 5 Billion
      with Preemptive Rights; Approve Creation
      of EUR 100 Million Pool of Conditional
      Capital to Guarantee Conversion Rights


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

VOLKSWAGEN AG (VW)

Ticker:       VWAG           Security ID:  DE0007664005
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.05 per  Common Share
      and EUR 1.11 per Preferred Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Approve Creation of EUR 400 Million Pool  For       For        Management
      of Conditional Capital with Preemptive
      Rights
6     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 5 Billion
      with Preemptive Rights; Approve Creation
      of EUR 100 Million Pool of Conditional
      Capital to Guarantee Conversion Rights
7     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
8     Approve Affiliation Agreements with       For       For        Management
      Subsidiaries (Volkswagen Coaching GmbH)
9     Ratify PwC Deutsche Revision AG as        For       For        Management
      Auditors


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       For        Management
1.2   Elect  Director Frank M. Clark, Jr.       For       For        Management
1.3   Elect  Director Robert S. Miller          For       For        Management
1.4   Elect  Director A. Maurice Myers          For       For        Management
1.5   Elect  Director John C. Pope              For       Withhold   Management
1.6   Elect  Director W. Robert Reum            For       For        Management
1.7   Elect  Director Steven G. Rothmeier       For       For        Management
1.8   Elect  Director David P. Steiner          For       For        Management
1.9   Elect  Director Carl W. Vogt              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

WILLIS GROUP HOLDINGS LTD

Ticker:       WSH            Security ID:  G96655108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William W. Bradley        For       For        Management
1.2   Elect  Director Joseph A. Califano, Jr.   For       For        Management
1.3   Elect  Director James R. Fisher           For       Against    Management
1.4   Elect  Director Perry Golkin              For       Against    Management
1.5   Elect  Director Paul M. Hazen             For       Against    Management
1.6   Elect  Director Wendy E. Lane             For       For        Management
1.7   Elect  Director James F. Mccann           For       For        Management
1.8   Elect  Director Scott C. Nuttall          For       Against    Management
1.9   Elect  Director Joseph J. Plumeri         For       For        Management
1.10  Elect  Director Douglas B. Roberts        For       Against    Management
2     Ratify Auditors                           For       For        Management


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

WOLTERS KLUWER NV

Ticker:       WTKWY          Security ID:  NL0000395887
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2.1   Receive Report of Management Board        None      None       Management
2.2   Receive Report of Supervisory Board       None      None       Management
2.3   Approve Financial Statements and          For       For        Management
      Statutory Reports
2.4   Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.55 Per Share
3     Discussion about Company's Corporate      None      None       Management
      Governance Report
4.1   Approve Discharge of Management Board     For       For        Management
4.2   Approve Discharge of Supervisory Board    For       For        Management
5.1   Reelect K. van Miert to Supervisory Board For       For        Management
5.2   Elect H. Scheffers to Supervisory Board   For       For        Management
6.1   Approve Remuneration Policy for           For       For        Management
      Management Board Members
6.2   Approve Long-Term Incentive Plan for      For       For        Management
      Management Board Members
7     Grant Board Authority to Issue Up to 20   For       For        Management
      Percent of the Authorized Yet Unissued
      Shares Restricting/Excluding Preemptive
      Rights
8     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
9     Other Business                            None      None       Management
10    Close Meeting                             None      None       Management


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Loudon               For       For        Management
1.2   Elect  Director Robert S. Parker          For       For        Management
1.3   Elect  Director Alan Z. Senter            For       For        Management
2     Ratify Auditors                           For       For        Management



                                   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) TEMPLETON GROWTH FUND, INC.
            -------------------------------------------------------------------



By:(Signature and Title)*/s/JIMMY D. GAMBILL
                         ------------------------------------------------------
                         Jimmy D. Gambill,
                         Chief Executive Officer - Finance and Administration


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


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