SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX/A

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-08527

            AllianceBernstein International Premier Growth Fund, Inc.
               (Exact name of registrant as specified in charter)

                        Alliance Capital Management L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 MARK R. MANLEY
                        Alliance Capital Management L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                              Patricia A. Poglinco
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004

                      Date of fiscal year end:  July 31

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




Item 1.  Proxy Voting Record.

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

ICA File Number: 811-08527
Reporting Period: 07/01/2003 - 06/30/2004
AllianceBernstein International Premier Growth Fund, Inc.






========== ALLIANCEBERNSTEIN INTERNATIONAL PREMIER GROWTH FUND, INC. ===========


ALCATEL (FORMERLY ALCATEL ALSTHOM)

Ticker:       ALA            Security ID:  F0191J101
Meeting Date: JUN 4, 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 Treatment of Losses               For       For        Management
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Reelect Jozef Cornu as Director           For       For        Management
6     Authorize Issuance of Bonds/Debentures in For       Against    Management
      the Aggregate Amount of EUR 10 Billion
7     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
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 750 Million
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 750 Million
11    Set Global Limit for Capital Increase to  For       For        Management
      Result from All Issuance Requests At EUR
      750 Million
12    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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ALCATEL (FORMERLY ALCATEL ALSTHOM)

Ticker:       ALA            Security ID:  F0191J101
Meeting Date: MAY 25, 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 Treatment of Losses               For       For        Management
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Reelect Jozef Cornu as Director           For       For        Management
6     Authorize Issuance of Bonds/Debentures in For       Against    Management
      the Aggregate Amount of EUR 10 Billion
7     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
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 750 Million
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 750 Million
11    Set Global Limit for Capital Increase to  For       For        Management
      Result from All Issuance Requests At EUR
      750 Million
12    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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ALTANA AG

Ticker:                      Security ID:  D03304108
Meeting Date: MAY 5, 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 0.83 per Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Reelect Justus Mische to the Supervisory  For       For        Management
      Board
6     Ratify PwC Deutsche Revision AG as        For       For        Management
      Auditors
7     Approve Creation of EUR 28 Million and    For       For        Management
      EUR 14 Million Pool of Conditional
      Capital with Preemptive Rights; Approve
      Creation of a EUR 28 Million Pool of
      Conditional Capital without Preemptive
      Rights
8     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares


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ASML HOLDING NV (FORMERLY ASM LITHOGRAPHY HLDG)

Ticker:                      Security ID:  N07059160
Meeting Date: MAR 18, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Reserves and Dividend Policy      None      None       Management
4     Approve Discharge of Management Board     For       For        Management
5     Approve Discharge of Supervisory Board    For       For        Management
6     Discussion about Company's Corporate      None      None       Management
      Governance Report
7     Approve Remuneration Policy for           For       For        Management
      Management Board Members
8.1   Approve Stock Option Plan for Management  For       For        Management
      Board; Approve Reservation of 500,000
      Shares to Guarantee Conversion Rights
8.2   Approve Stock Option Plans for Other      For       For        Management
      Employees; Approve Reservation of 4.5
      Million Shares to Guarantee Conversion
      Rights
9     Increase Size of Supervisory Board from   For       For        Management
      Six to Seven Members; Reelect H. Bodt and
      Elect F. Froehlich and A. van der Poel to
      Supervisory Board
10    Amend Articles Re: Changes to Company's   For       For        Management
      Corporate Governance Structure to Reflect
      Recommendations by Dutch Corporate
      Governance Code; Indemnification of
      Management and Supervisory Boards
11    Grant Board Authority to Issue Authorized For       For        Management
      Yet Unissued Ordinary Shares
      Restricting/Excluding Preemptive Rights
      Up to 20 Percent of Issued Share Capital
12    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
13    Other Business (Non-Voting)               None      None       Management
14    Close Meeting                             None      None       Management


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ASTRAZENECA PLC (FORMERLY ZENECA PLC)

Ticker:       ZEN            Security ID:  G0593M107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Confirm First Interim Dividend of USD     For       For        Management
      0.255 Per Ordinary Share and Confirm as
      the Final Dividend the Second Interim
      Dividend of USD 0.540 Per Ordinary Share
3     Reappoint KPMG Audit Plc as Auditors of   For       For        Management
      the Company
4     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
5a    Re-elect Percy Barnevik as Director       For       For        Management
5b    Re-elect Hakan Mogren as Director         For       For        Management
5c    Re-elect Sir Tom McKillop as Director     For       For        Management
5d    Re-elect Jonathan Symonds as Director     For       For        Management
5e    Re-elect Sir Peter Bonfield as Director   For       For        Management
5f    Re-elect John Buchanan as Director        For       For        Management
5g    Re-elect Jane Henney as Director          For       For        Management
5h    Elect Michele Hooper as Director          For       For        Management
5i    Elect Joe Jimenez as Director             For       For        Management
5j    Re-elect Erna Moller as Director          For       For        Management
5k    Re-elect Dame Bridget Ogilvie as Director For       For        Management
5l    Elect Louis Schweitzer as Director        For       For        Management
5m    Re-elect Marcus Wallenberg as Director    For       For        Management
6     Approve Remuneration Report               For       For        Management
7     Adopt New Articles of Association         For       For        Management
8     Authorise EU Political Donations up to    For       For        Management
      Aggregate Nominal Amount of USD 150,000
9     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 140,456,500
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 21,068,745
11    Authorise up to 10 Percent of the         For       For        Management
      Company's Issued Share Capital for Market
      Purchase
12    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 750,000
      to GBP 1,100,000


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BANCO BILBAO VIZCAYA ARGENTARIA

Ticker:       BBV            Security ID:  E11805103
Meeting Date: FEB 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Allocation  For       For        Management
      of Income and Distribution of Dividend,
      and Discharge Directors
2     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with or without
      Preemptive Rights
3     Authorize Issuance of Bonds up to         For       For        Management
      Aggregate Nominal Amount of EUR 71.8
      Billion
4     Amend Articles 24, 29, 31, 34, 35, 37,    For       For        Management
      38, 45 Re: Attendance Rights, Shareholder
      Information Rights, Adoption of
      Agreements, Board Election and Size,
      Board Member Requirements, Board
      Vacancies, Chairman and Secretary,
      Creation and Composition of Board
5     Approve General Meeting Guidelines;       For       For        Management
      Information Re: Board Guidelines
6     Approve Listing (or Delisting) of Shares  For       For        Management
      on Secondary/Foreign Exchanges
7     Authorize Repurchase of Shares and        For       For        Management
      Subsequent Cancellation of Repurshased
      Shares
8     Reelect Deloitte & Touche Espana, S.L. as For       For        Management
      Auditors
9     Elect Jose Antonio Fernandez Rivero and   For       For        Management
      Carlos Loring as New Directors; Reelect
      Directors
10    Approve Fund Transfer to Employee         For       For        Management
      Retirement Fund
11    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  Q1498M100
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  NOV 11, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements for BHP       For       For        Management
      Billiton Ltd and Statutory Reports for
      the Year Ended  June 30, 2003
2     Accept Financial Statements and Statutory For       For        Management
      Reports for BHP Billiton Plc for the Year
      Ended June 30, 2003
3     Elect D C Brink as Director of BHP        For       For        Management
      Billiton Ltd
4     Elect D C Brink as Director of BHP        For       For        Management
      Billiton Plc
5     Elect M A Chaney as Director of BHP       For       For        Management
      Billiton Ltd
6     Elect M A Chaney as Director of BHP       For       For        Management
      Billiton Plc
7     Elect Lord Renwick of Clifton as Director For       For        Management
      of BHP Billiton Ltd
8     Elect Lord Renwick of Clifton as Director For       For        Management
      of BHP Billitoon Plc  as Director
9     Elect M Salamon as Director of BHP        For       For        Management
      Billiton Ltd
10    Elect M Salamon as Director of BHP        For       For        Management
      Billiton Plc
11    Elect J G Buchanan as Director of BHP     For       For        Management
      Billiton Ltd
12    Elect J G Buchanan as Director of BHP     For       For        Management
      Billiton Plc
13    Approve KPMG Audit Plc and                For       For        Management
      PricewaterhouseCoopers LLP as Auditors
      and Authorize Board to Fix Their
      Remuneration
14    Approve Authority to Allot Shares in BHP  For       For        Management
      Billiton Plc
15    Approve Renewal of Authority to Allot     For       For        Management
      Equity Securities for Cash
16    Authorize Share Repurchase Program        For       For        Management
17    Approve Remuneration Report for the Year  For       For        Management
      Ended June 30, 2003
18    Approve the Grant of Deferred Shares,     For       For        Management
      Options and Performance Shares to
      Executive Director and Chief Executive
      Officer, C W Goodyear Under the BHP
      Billiton Limited Group Incentive Scheme
19    Approve the Grant of Deferred Shares,     For       For        Management
      Options and Performance Shares to
      Executive Director and Senior Minerals
      Executive, M Salamon Under the BHP
      Billiton Plc Group Incentive Scheme


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BNP PARIBAS SA (FM. BANQUE NATIONALE DE PARIS)

Ticker:                      Security ID:  F1058Q238
Meeting Date: MAY 13, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.175 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Authorize Issuance of Bonds/Debentures in For       For        Management
      the Nominal Value of Up to EUR 30 Billion
6     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
7     Reelect Louis Schweitzer as Director      For       For        Management
8     Reelect Lindsay Owen-Jones as Director    For       For        Management
9     Confirm Expiration of Term of David Peake For       For        Management
      as Director
10    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 1 Billion
12    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 340 Million
13    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 1 Billion for Bonus Issue or
      Increase in Par Value
14    Allow Board to Issue Shares in the Event  For       For        Management
      of a Public Tender Offer or Share
      Exchange Offer, Subject to Certain
      Conditions
15    Amend Terms of Capital Increase Reserved  For       For        Management
      for Employees Participating in
      Savings-Related Share Purchase Plan
      Submitted to Shareholder Vote at May 14,
      2003, AGM/EGM
16    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
17    Amend Articles of Association Re: Role of For       For        Management
      Chairman, Access to Information, Internal
      Control Procedures, Convening of Board
      Meetings, and Signing of the Minutes of
      Board Meetings
18    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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BNP PARIBAS SA (FM. BANQUE NATIONALE DE PARIS)

Ticker:                      Security ID:  F1058Q238
Meeting Date: MAY 28, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.175 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Authorize Issuance of Bonds/Debentures in For       For        Management
      the Nominal Value of Up to EUR 30 Billion
6     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
7     Reelect Louis Schweitzer as Director      For       For        Management
8     Reelect Lindsay Owen-Jones as Director    For       For        Management
9     Confirm Expiration of Term of David Peake For       For        Management
      as Director
10    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 1 Billion
12    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 340 Million
13    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 1 Billion for Bonus Issue or
      Increase in Par Value
14    Allow Board to Issue Shares in the Event  For       For        Management
      of a Public Tender Offer or Share
      Exchange Offer, Subject to Certain
      Conditions
15    Amend Terms of Capital Increase Reserved  For       For        Management
      for Employees Participating in
      Savings-Related Share Purchase Plan
      Submitted to Shareholder Vote at May 14,
      2003, AGM/EGM
16    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
17    Amend Articles of Association Re: Role of For       For        Management
      Chairman, Access to Information, Internal
      Control Procedures, Convening of Board
      Meetings, and Signing of the Minutes of
      Board Meetings
18    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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CANON INC.

Ticker:       CAJ            Security ID:  J05124144
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 15,
      Final JY 35, 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
3.13  Elect Director                            For       For        Management
3.14  Elect Director                            For       For        Management
3.15  Elect Director                            For       For        Management
3.16  Elect Director                            For       For        Management
3.17  Elect Director                            For       For        Management
3.18  Elect Director                            For       For        Management
3.19  Elect Director                            For       For        Management
3.20  Elect Director                            For       For        Management
3.21  Elect Director                            For       For        Management
3.22  Elect Director                            For       For        Management
3.23  Elect Director                            For       For        Management
3.24  Elect Director                            For       For        Management
3.25  Elect Director                            For       For        Management
3.26  Elect Director                            For       For        Management
3.27  Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
4.3   Appoint Internal Statutory Auditor        For       Against    Management
5     Appoint Additional External Auditor       For       For        Management
6     Approve Retirement Bonuses for Directors  For       For        Management
      and Statutory Auditors
7     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Directors and
      Statutory Auditors


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CARNIVAL PLC (FORMERLY P & O PRINCESS CRUISES PLC)

Ticker:                      Security ID:  G19081101
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Re-elect Micky Arison as Director of      For       For        Management
      Carnival Corporation and Carnival plc
2     Re-elect Ambassador Richard Capen Jr as   For       For        Management
      Director of Carnival Corporation and
      Carnival plc
3     Re-elect Robert Dickinson as Director of  For       For        Management
      Carnival Corporation and Carnival plc
4     Re-elect Arnold Donald as Director of     For       For        Management
      Carnival Corporation and Carnival plc
5     Re-elect Pier Luigi Foschi as Director of For       For        Management
      Carnival Corporation and Carnival plc
6     Re-elect Howard Frank as Director of      For       For        Management
      Carnival Corporation and Carnival plc
7     Re-elect Baroness Hogg as Director of     For       For        Management
      Carnival Corporation and Carnival plc
8     Re-elect Kirk Lanterman as Director of    For       For        Management
      Carnival Corporation and Carnival plc
9     Re-elect Modesto Maidique as Director of  For       For        Management
      Carnival Corporation and Carnival plc
10    Elect John McNulty as Director of         For       For        Management
      Carnival Corporation and Carnival plc
11    Re-elect Peter Ratcliffe as Director of   For       For        Management
      Carnival Corporation and Carnival plc
12    Re-elect Sir John Parker as Director of   For       For        Management
      Carnival Corporation and Carnival plc
13    Re-elect Stuart Subotnick as Director of  For       For        Management
      Carnival Corporation and Carnival plc
14    Re-elect Uzi Zucker as Director of        For       For        Management
      Carnival Corporation and Carnival plc
15    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
16    Authorise the Board to Fix Remuneration   For       For        Management
      of the Auditors
17    Accept Financial Statements and Statutory For       For        Management
      Reports
18    Approve Remuneration Report               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
      USD 24,299,397
20    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 17,535,030


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CREDIT SUISSE GROUP (FORMERLY CS HOLDING)

Ticker:       CSR            Security ID:  H3698D419
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 Discharge of Board and Senior     For       For        Management
      Management
3.1   Approve Allocation of Income and Omission For       For        Management
      of Dividends
3.2   Approve CHF 597.5 Million Reduction in    For       For        Management
      Share Capital via Reduction in Par Value
      and Repayment to Shareholders
4.1   Reelect Thomas Bell and Aziz Syriani as   For       For        Management
      Directors; Elect Peter Weibel, Noreen
      Doyle, and David Syz as Directors
4.2   Reelect KPMG Klynveld Peat Marwick        For       For        Management
      Goerdeler SA as Auditors
4.3   Reelect BDO Sofirom as Special Auditors   For       For        Management
5.1   Amend Articles Re: Submission of          For       For        Management
      Shareholder Proposals
5.2   Amend Articles Re: Delete Provisions      For       For        Management
      Concerning Contributions In Kind


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CRH PLC

Ticker:       CRHCY          Security ID:  G25508105
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 Dividends                         For       For        Management
3a    Elect D.M. Kennedy as Director            For       For        Management
3b    Elect P.J. Molloy as Director             For       For        Management
3c    Elect W.I. O'Mahony as Director           For       For        Management
3d    Elect D.W. Doyle as Director              For       For        Management
3e    Elect J.M. de Jong as Director            For       For        Management
3f    Elect M. Lee as Director                  For       For        Management
3g    Elect T.V. Neill as Director              For       For        Management
4     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
5     Approve Issuance of Equity Securities     For       For        Management
      without Preemptive Rights
6     Approve Stock Dividend Program            For       For        Management
7     Amend Articles Re: Company Inquiries Into For       For        Management
      Beneficial Ownership of Shares
8     Amend Articles Re: Discharge of D&O       For       For        Management
      Liability Insurance
9     Amend Articles Re: Repurchase of Shares   For       For        Management
10    Authorize Share Repurchase Program of 10% For       For        Management
      of Outstanding Ordinary Share Capital
11    Authorize Re-issuance of Repurchased      For       For        Management
      Shares


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DR. ING. F.C.F. PORSCHE AG

Ticker:                      Security ID:  D61577108
Meeting Date: JAN 23, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None                 Management
      Statutory Reports
2     Approve Allocation of Income and          For                  Management
      Dividends of EUR 3.34 per Ordinary Share
      and EUR 3.40 Per Preference Shares
3     Approve Discharge of Management Board for For                  Management
      Fiscal 2002/2003
4     Approve Discharge of Supervisory Board    For                  Management
      for Fiscal 2002/2003
5.1   Amend Articles Re: Designate Electronic   For                  Management
      Publications for Meeting Announcements
      and Invitation to Shareholder Meetings
5.2   Amend Articles Re: Fixed and              For                  Management
      Performance-Based Remuneration of
      Supervisory Board
6     Ratify Ernst & Young AG as Auditors       For                  Management


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EISAI CO. LTD.

Ticker:       ESALY          Security ID:  J12852117
Meeting Date: JUN 24, 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 18,
      Final JY 18, Special JY 0
2     Amend Articles to: Adopt U.S.-Style Board For       For        Management
      Structure - Authorize Share Repurchases
      at Board's Discretion - Limit Directors'
      Legal Liability
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       Against    Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
4     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditors
5     Approve Executive Stock Option Plan       For       Against    Management


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

ERICSSON (TELEFONAKTIEBOLAGET L M ERICSSON)

Ticker:       ERIAF          Security ID:  W26049119
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  MAR 26, 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     Acknowledge Proper Convening of Meeting   For       For        Management
5     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting
6     Receive Financial Statements, Statutory   None      None       Management
      Reports, and Board Report; Allow
      Questions
7.1   Accept Financial Statements and Statutory For       For        Management
      Reports
7.2   Approve Discharge of Board and President  For       For        Management
7.3   Approve Allocation of Income and Omission For       For        Management
      of Dividends
8     Determine Number of Members (9) and       For       For        Management
      Deputy Members (0) of Board
9     Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of SEK 8 Million
10    Reelect Peter Bonfield, Sverker           For       For        Management
      Martin-Loef, Arne Maartensson, Eckhard
      Pfeiffer, Lena Torell, Carl-Henric
      Svanberg, Michael Treschow, and Marcus
      Wallenberg; Elect Nancy McKinstry as New
      Director
11    Approve Remuneration of Auditors          For       For        Management
12    Ratify Peter Clemendtson (Oehrlings       For       For        Management
      PricewaterhouseCoopers) as Auditor and
      Robert Bernden (Oehrlings
      PricewaterhouseCoopers) as Deputy Auditor
13    Elect Bengt Belfrage, Christer Elmehagen, For       For        Management
      Anders Nyren, Bjoern Svedberg, and
      Michael Treschow as Members of Nominating
      Committee
14.1  Reserve 23.5 Million Shares for New       For       For        Management
      Long-Term Incentive Plan (Stock Purchase
      Plan) for Key Employees
14.2  Authorize Board to Examine Reasonableness For       For        Management
      of Performance Criteria Attached to
      Incentive Plan (Item 14.1)
14.3  Amend 2003 Employee Stock Purchase Plan   For       For        Management
      Re: Threshold for Employee's Maximum
      Contribution to Plan
14.4  Authorize Reissuance of 24.6 Million      For       For        Management
      Repurchased Class B Shares in Connection
      with 2003 and 2004 Employee Stock
      Purchase Plans
14.5  Authorize Reissuance of 55.8 Million      For       For        Management
      Repurchased Class B Shares in Connection
      with 2001 and 2003 Employee Compansation
      Plans
15    Shareholder Proposal: Provide All Shares  Against   For        Shareholder
      with Equal Voting Rights
16    Close Meeting                             None      None       Management


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

ESSILOR INTERNATIONAL

Ticker:                      Security ID:  F31668100
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Statutory   For       For        Management
      Reports, Consolidated Financial
      Statements, and Discharge Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.84 per Share
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Reelect Xavier Fontanet as Director       For       For        Management
5     Elect Louis Lesperance as Director        For       For        Management
6     Elect Jean-Pierre Martin as Director      For       For        Management
7     Elect Yves Chevillotte as Director        For       For        Management
8     Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 165,000
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

ESSILOR INTERNATIONAL

Ticker:                      Security ID:  F31668100
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, Statutory   For       For        Management
      Reports, Consolidated Financial
      Statements, and Discharge Directors
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.84 per Share
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Reelect Xavier Fontanet as Director       For       For        Management
5     Elect Louis Lesperance as Director        For       For        Management
6     Elect Jean-Pierre Martin as Director      For       For        Management
7     Elect Yves Chevillotte as Director        For       For        Management
8     Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 165,000
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

FRANCE TELECOM SA

Ticker:                      Security ID:  F4113C103
Meeting Date: OCT 6, 2003    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Terms of Share Repurchase Plan      For       For        Management
      Submitted to Shareholder Vote at May 27,
      2003, AGM/EGM
2     Authorize Board to Issue Up to 100        For       For        Management
      Million Shares to Participants of
      Orange's Stock Option Plan, Share
      Purchase Plan, Orange Senior
      Discretionary Share Plan and Restricted
      Share Plan, As Well As Signatories of
      France Telecom Liquidity Agreement
3     Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
4     Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

FRANCE TELECOM SA

Ticker:                      Security ID:  F4113C103
Meeting Date: OCT 6, 2003    Meeting Type: Bondholder
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Directors' Report                 None      None       Management
2     Approve Issue Authorities Submitted to    For       None       Management
      Shareholder Vote at Oct. 6, 2003 EGM
      Regarding Acquisition of Stake in Orange
      and Capital Increase Reserved for
      Employees Participating in
      Savings-Related Share Purchase Plan
3     Authorize Filing of Required              For       None       Management
      Documents/Other Formalities


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

HILTON GROUP PLC (FRM.LADBROKE GROUP PLC)

Ticker:                      Security ID:  G45098103
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 5.52 Pence Per  For       For        Management
      10p Ordinary Share
3.1   Re-elect Sir Ian Robinson as Director     For       For        Management
3.2   Re-elect Patrick Lupo as Director         For       For        Management
3.3   Elect Ian Livingston as Director          For       For        Management
3.4   Elect Christopher Rodrigues as Director   For       For        Management
4     Re-appoint Ernst and Young LLP as         For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
5.1   Approve Remuneration Report               For       For        Management
5.2   Approve Donations by the Company to EU    For       For        Management
      political Orgs. up to GBP 15,000 and to
      Incur EU Political Exp. up to GBP 15,000;
      and Approve Ladbrokes Ltd. to Make
      Donations to EU Political Orgs. up to GBP
      35,000 and Incur EU Political Exp. up to
      GBP 35,000
5.3   Approve Increase in Authorised Capital    For       For        Management
      from GBP 216,000,000 to GBP 226,000,000
      by the Creation of 100,000,000 Additional
      Ordinary Shares of 10 Pence Each
5.4   Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 52,700,000
5.5   Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to an Aggregate
      Nominal Amount of GBP 7,911,979 and up to
      Aggregate Nominal Amount of GBP
      52,700,000 in Connection with a Rights
      Issue
5.6   Authorise 158,239,580 Ordinary Shares for For       For        Management
      Market Purchase


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

HON HAI PRECISION INDUSTRY

Ticker:       HNHXY          Security ID:  438090201
Meeting Date: DEC 24, 2003   Meeting Type: Special
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with Ambit       For       For        Management
      Microsystem Corp. Agreement
2     Issue Shares in Connection with Merger    For       For        Management
      with Ambit Microsystem Corp.
3     Amend Articles of Association Re: Changes For       For        Management
      in Articles to Reflect Merger


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

HOYA CORP.

Ticker:                      Security ID:  J22848105
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Expand Business Lines  For       For        Management
      - Authorize Share 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
3     Approve Executive Stock Option Plan       For       For        Management


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

HSBC HOLDINGS PLC

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

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


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

INFOSYS TECHNOLOGIES LTD

Ticker:                      Security ID:  Y4082C133
Meeting Date: JUN 12, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 15 Per Share     For       For        Management
3     Reappoint D.M. Satwalekar as Director     For       For        Management
4     Reappoint M.G. Subrahmanyam as Director   For       For        Management
5     Reappoint S. Gopalakrishnan as Director   For       For        Management
6     Reappoint S.D. Shibulal as Director       For       For        Management
7     Reappoint T.V. Mohandas Pai as Director   For       For        Management
8     Approve Bharat S. Raut & Co. as Auditors  For       For        Management
      and Authorize Board to Fix Their
      Remuneration
9     Approve Delisting of Company Shares       For       For        Management
10    Approve Commission Remuneration of        For       For        Management
      Non-executive Directors
11    Approve Remuneration of Executive         For       For        Management
      Directors
12    Approve Remuneration of Executive         For       For        Management
      Directors
13    Approve Reappointment and Remuneration of For       For        Management
      S. Gopalakrishnan, Deputy Managing
      Director
14    Approve Increase in Authorized Capital to For       For        Management
      INR 1.5 Billion
15    Amend Articles of Association Re:         For       For        Management
      Increase in Authorized Share Capital
16    Authorize Capitalization of Reserves for  For       For        Management
      Bonus Issue
17    Approve Welfare Trust                     For       For        Management


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

JOHNSON ELECTRIC HOLDINGS LTD.

Ticker:                      Security ID:  G5150J140
Meeting Date: JUL 21, 2003   Meeting Type: Annual
Record Date:  JUL 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of HK$0.09 Per     For       For        Management
      Share
3     Reelect Directors                         For       For        Management
4     Approve Remuneration of Directors         For       For        Management
5     Reappoint Auditors and Authorize Board to For       For        Management
      Fix Their Remuneration
6     Fix Maximum Board Size at 15 and          For       For        Management
      Authorize Directors to Elect or Appoint
      Additional Directors Up to the Maximum
      Number
7a    Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
7b    Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
7c    Authorize Reissuance of Repurchased       For       For        Management
      Shares


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

KDDI CORPORATION (FRM. DDI CORP.)

Ticker:                      Security ID:  J31843105
Meeting Date: JUN 24, 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 1200,
      Final JY 2400, Special JY 0
2     Amend Articles to: Abolish Retirement     For       Against    Management
      Bonus System - Authorize Share
      Repurchases at Board's Discretion
3     Approve Executive Stock Option Plan       For       For        Management
4     Amend Stock Option Plans Approved at 2002 For       For        Management
      and 2003 AGMs
5.1   Appoint Internal Statutory Auditor        For       For        Management
5.2   Appoint Internal Statutory Auditor        For       For        Management
5.3   Appoint Internal Statutory Auditor        For       Against    Management
5.4   Appoint Internal Statutory Auditor        For       Against    Management
6     Approve Retirement Bonuses for Statutory  For       For        Management
      Auditors
7     Approve Special Payments to Directors and For       For        Management
      Statutory Auditor in Connection with the
      Abolition of Retirement Bonus System


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

KEYENCE CORP.

Ticker:                      Security ID:  J32491102
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       Against    Management
      the Following Dividends: Interim JY 10,
      Final JY 10, Special JY 0
2     Amend Articles to: Change Accounting      For       For        Management
      Period for Fiscal Year Beginning March
      21, 2004 for Tax Purposes
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
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
4.3   Appoint Alternate Statutory Auditor       For       For        Management
5     Approve Retirement Bonus for Statutory    For       Against    Management
      Auditor


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

L'OREAL

Ticker:       LORLY          Security ID:  F58149133
Meeting Date: APR 29, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Remove Double-Voting Rights for Long-Term For       For        Management
      Registered Shareholders, Pending Approval
      of Item 3
2     Amend Articles of Association to Allow    For       For        Management
      Registered Shareholders to Register
      Holdings in Their Name by the Day of the
      Meeting, Pending Approval of Item 3
3     Approve Merger by Absorption of Gesparal; For       For        Management
      Approve Dissolution of Gesparal without
      Liquidation
4     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of L'Oreal Shares Held by
      Gesparal
5     Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

L'OREAL

Ticker:       LORLY          Security ID:  F58149133
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Discharge Directors
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.10 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Reelect Rainer E. Gut as Director         For       Against    Management
6     Elect Bernard Kasriel as Director         For       Against    Management
7     Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 1 Million
8     Appoint PricewaterhouseCoopers Audit as   For       For        Management
      Auditors and Yves Nicolas as Deputy
      Auditor
9     Appoint Deloitte Touche Tohmatsu Audit as For       For        Management
      Auditors and Jean-Paul Picard as Deputy
      Auditor
10    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
11    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

LVMH MOET HENNESSY LOUIS VUITTON

Ticker:       LVMHY          Security ID:  F58485115
Meeting Date: MAY 13, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Financial Statements and          For       For        Management
      Discharge Directors
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Approve Allocation of Income and Net      For       For        Management
      Dividends of EUR 0.85 per Share
5     Ratify Cooptation and Reelect Delphine    For       Against    Management
      Arnault as Director
6     Reelect Bernard Arnault as Director       For       Against    Management

7     Reelect Jean Arnault as Director          For       Against    Management

8     Reelect Nicholas Clive-Worms as Director  For       Against    Management

9     Reelect Felix G. Rohatyn as Director      For       Against    Management

10    Elect Patrick Houel as Director           For       Against    Management

11    Elect Hubert Vedrine as Director          For       Against    Management

12    Appoint Kilian Hennesy as Censor          For       For        Management

13    Ratify Deloitte Touche Tohmatsu Audit as  For       For        Management
      Auditors
14    Ratify Ernst & Young Audit as Auditors    For       For        Management

15    Ratify Denis Grison as Alternate Auditor  For       For        Management

16    Ratify Dominique Thouvenin as Alternate   For       For        Management
      Auditor
17    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
18    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 1.14 Million
19    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
20    Amend Articles of Association Re: Board   For       For        Management
      Size and Terms of Directors, Minimum
      Share Ownership Requirement for Board
      Members, Role of Chairman, and Editorial
      Changes


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

MATSUSHITA ELECTRIC INDUSTRIAL CO. LTD.

Ticker:       MC             Security ID:  J41121104
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 6.25,
      Final JY 6.25, Special JY 1.5
2     Amend Articles to: Amend Business Lines - For       For        Management
      Authorize Share 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
3.13  Elect Director                            For       For        Management
3.14  Elect Director                            For       For        Management
3.15  Elect Director                            For       For        Management
3.16  Elect Director                            For       For        Management
3.17  Elect Director                            For       For        Management
3.18  Elect Director                            For       For        Management
3.19  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 Directors  For       For        Management
6     Approve Retirement Bonuses for Statutory  For       Against    Management
      Auditors


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

MITSUBISHI CORP.

Ticker:                      Security ID:  J43830116
Meeting Date: JUN 24, 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 4,
      Final JY 6, Special JY 2
2     Amend Articles to: Reduce Directors' Term For       For        Management
      in Office - Authorize Share 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
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       Against    Management
4.3   Appoint Internal Statutory Auditor        For       Against    Management
4.4   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Executive Stock Option Plan       For       For        Management
6     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditors


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

MITSUBISHI TOKYO FINANCIAL GROUP INC

Ticker:                      Security ID:  J44497105
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 on Ordinary
      Shares: Interim JY 0, Final JY 6000,
      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
4     Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditor


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

MMO2 PLC

Ticker:                      Security ID:  G6179P109
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect David Chance as Director            For       For        Management
4     Elect David Arculus as Director           For       For        Management
5     Elect Rudolf Groger as Director           For       Against    Management
6     Elect David McGlade as Director           For       For        Management
7     Elect Kent Thexton as Director            For       For        Management
8     Reelect Peter Erskine as Director         For       For        Management
9     Reelect Neelie Kroes as Director          For       For        Management
10    Reelect Paul Myners as Director           For       For        Management
11    Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
12    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
13    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 2,890,000
14    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 433,500
15    Authorize 867,000,000 Shares for Share    For       For        Management
      Repurchase Program


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

NITTO DENKO CORP.

Ticker:                      Security ID:  J58472119
Meeting Date: JUN 24, 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 17,
      Final JY 23, Special JY 0
2     Amend Articles to: Reduce Board Size -    For       For        Management
      Increase Number of Internal Auditors -
      Abolish Retirement Bonus System -
      Authorize Share Repurchases at Board's
      Discretion - Streamline Board Structure
3     Approve Executive Stock Option Plan       For       For        Management
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
5.1   Appoint Internal Statutory Auditor        For       For        Management
5.2   Appoint Internal Statutory Auditor        For       For        Management
5.3   Appoint Internal Statutory Auditor        For       Against    Management
5.4   Appoint Internal Statutory Auditor        For       Against    Management
6     Approve Deep Discount Stock Option Plan   For       For        Management
7     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Statutory
      Auditors
8     Approve Retirement Bonuses for Directors  For       For        Management
      and Statutory Auditors
9     Approve Special Payments to Directors and For       Against    Management
      Statutory Auditors in Connection with the
      Abolition of Retirement Bonus System


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

NOKIA CORP.

Ticker:       NKCAF          Security ID:  X61873133
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 15, 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 Discharge of Board and President  For       For        Management
1.5   Fix Number of Directors at Eight (A       For       For        Management
      Reduction from the Current Nine
      Directors)
1.6   Approve Remuneration of Directors and     For       For        Management
      Auditors
2     Approve Between EUR 5.7 Million and EUR   For       For        Management
      8.8 Million Reduction in Share Capital
      via Cancellation of Between 94.5 Million
      and 146 Million Shares
3     Approve Issuance of Shares, Stock         For       For        Management
      Options, or Convertible Bonds up to
      Aggregate Nominal Value of EUR 55.5
      Million (Out of Which EUR 3 Million for
      Incentive Plans) without Preemptive
      Rights
4     Authorize Repurchase of Up to 230 Million For       For        Management
      Nokia Shares
5     Authorize Reissuance of 230 Million       For       For        Management
      Repurchased Shares
6     Approve Allocation of EUR 5 Million to    For       For        Management
      Company Foundation to Support the
      Scientific Development of the Information
      and Telecommunications Technologies and
      to Promote Education in the Sector
7     Approve Dividends of EUR 0.30 Per Share   For       For        Management
8     Reelect Paul Collins, Georg Ehrnrooth,    For       For        Management
      Bengt Holmstroem, Per Karlsson, Jorma
      Ollila, Marjorie Scardino, Vesa Vainio,
      and Arne Wessberg
9     Reelect PricewaterhouseCoopers as         For       For        Management
      Auditors


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

NOVARTIS AG

Ticker:       NVS            Security ID:  H5820Q150
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


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

PIONEER CORPORATION

Ticker:       PIOCF          Security ID:  J63825145
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 12.5,
      Final JY 12.5, 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     Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses for Directors  For       For        Management
6     Approve Executive Stock Option Plan       For       For        Management


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

RECKITT BENCKISER PLC (FORMERLY RECKITT & COLMAN PLC )

Ticker:                      Security ID:  G7420A107
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 Remuneration Report               For       For        Management
3     Approve Final Dividend of 14 Pence Per    For       For        Management
      Ordinary Share
4     Re-elect George Greener as Director       For       For        Management
5     Re-elect Peter White as Director          For       For        Management
6     Re-elect Colin Day as Director            For       For        Management
7     Elect Judith Sprieser as Director         For       For        Management
8     Elect Kenneth Hydon as Director           For       For        Management
9     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 24,842,000
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,726,000
12    Authorise 70,800,000 Ordinary Shares for  For       For        Management
      Market Purchase


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

RELIANCE INDUSTRIES LTD.

Ticker:                      Security ID:  Y72596102
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 5.25 Per Share   For       For        Management
3     Reappoint M.L. Bhakta as Director         For       For        Management
4     Reappoint D.V. Kapur as Director          For       For        Management
5     Reappoint M.P. Modi as Director           For       For        Management
6     Approve Chaturvedi & Shah and Rajendra &  For       For        Management
      Co. as Joint Auditors and Authorize Board
      to Fix Their Remuneration


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

RICOH CO. LTD.

Ticker:       RICL20         Security ID:  J64683105
Meeting Date: JUN 25, 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 8,
      Final JY 10, Special JY 0
2     Amend Articles to: Authorize Share        For       Against    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
3.13  Elect Director                            For       For        Management
3.14  Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
4.3   Appoint Internal Statutory Auditor        For       Against    Management
5     Approve Retirement Bonuses for Directors  For       Against    Management


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

ROYAL BANK OF SCOTLAND GROUP PLC

Ticker:       RBS            Security ID:  G76891111
Meeting Date: APR 29, 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 35.7 Pence Per  For       For        Management
      Share
4     Re-elect Emilio Botin as Director         For       For        Management
5     Re-elect Lawrence Fish as Director        For       For        Management
6     Re-elect Sir Angus Grossart as Director   For       For        Management
7     Re-elect Sir George Mathewson as Director For       For        Management
8     Re-elect Gordon Pell as Director          For       For        Management
9     Re-elect Iain Robertson as Director       For       For        Management
10    Re-elect Sir Iain Vallance as Director    For       For        Management
11    Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors of 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
      GBP 247,120,127
14    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 37,068,019
15    Authorise 296,544,152 Ordinary Shares for For       For        Management
      Market Purchase
16    Approve Increase in Authorised Capital by For       For        Management
      Creation of 110 Million Category II
      Non-cumulative Dollar Preference Shares;
      Issue Equity with Pre-emptive Rights up
      to All the Existing Preference Shares
17    Amend Articles Re: Preference Shares      For       For        Management


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:       SSNHY          Security ID:  Y74718100
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


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

SAP AG

Ticker:       SZXP10         Security ID:  D66992104
Meeting Date: MAY 6, 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 0.80 per Share
3     Approve Discharge of Management Board     For       For        Management
4     Approve Discharge of Supervisory Board    For       For        Management
5     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors
6     Amend Articles to Reflect Changes in      For       For        Management
      Capital
7     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
8     Authorize Use of Financial Derivatives    For       Against    Management
      Method when Repurchasing Shares


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

SCHNEIDER ELECTRIC SA (FORMERLY SCHNEIDER SA)

Ticker:                      Security ID:  F86921107
Meeting Date: APR 27, 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 1.65 per Share
5     Elect Caisse des Depots et Consignations, For       For        Management
      Represented by Jerome Gallot, as Director
6     Elect Chris C. Richardson as Director     For       For        Management
7     Reelect Alain Burq as Representative of   For       For        Management
      Employee Shareholders to the Board
8     Reelect Daniel Bouton as Director         For       For        Management
9     Reelect Thierry Breton as Director        For       For        Management
10    Reelect Willy Kissling as Director        For       For        Management
11    Reelect Piero Sierra as Director          For       For        Management
12    Reappoint Barbier Frinault et Autres      For       For        Management
      (Ernst & Young) as Auditors
13    Ratify Philippe Diu as Alternate Auditor  For       For        Management
      to Barbier Frinault et Autres (Ernst &
      Young)
14    Appoint Mazars & Guerard as Auditor       For       For        Management
15    Ratify Charles Vincensini as Alternate    For       For        Management
      Auditor to Mazars & Guerard
16    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
17    Amend Articles of Association to          For       For        Management
      Authorize the Appointment of Censors
18    Approve Capital Increase Reserved for     For       Against    Management
      Employees Participating in
      Savings-Related Share Purchase Plan
19    Approve Stock Option Plan Grants          For       Against    Management
20    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
21    Allow Board to Issue Shares in the Event  For       Against    Management
      of a Public Tender Offer or Share
      Exchange Offer
22    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

SCHNEIDER ELECTRIC SA (FORMERLY SCHNEIDER SA)

Ticker:                      Security ID:  F86921107
Meeting Date: MAY 6, 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 1.65 per Share
5     Elect Caisse des Depots et Consignations, For       For        Management
      Represented by Jerome Gallot, as Director
6     Elect Chris C. Richardson as Director     For       For        Management
7     Reelect Alain Burq as Representative of   For       For        Management
      Employee Shareholders to the Board
8     Reelect Daniel Bouton as Director         For       For        Management
9     Reelect Thierry Breton as Director        For       For        Management
10    Reelect Willy Kissling as Director        For       For        Management
11    Reelect Piero Sierra as Director          For       For        Management
12    Reappoint Barbier Frinault et Autres      For       For        Management
      (Ernst & Young) as Auditors
13    Ratify Philippe Diu as Alternate Auditor  For       For        Management
      to Barbier Frinault et Autres (Ernst &
      Young)
14    Appoint Mazars & Guerard as Auditor       For       For        Management
15    Ratify Charles Vincensini as Alternate    For       For        Management
      Auditor to Mazars & Guerard
16    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
17    Amend Articles of Association to          For       For        Management
      Authorize the Appointment of Censors
18    Approve Capital Increase Reserved for     For       Against    Management
      Employees Participating in
      Savings-Related Share Purchase Plan
19    Approve Stock Option Plan Grants          For       Against    Management
20    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
21    Allow Board to Issue Shares in the Event  For       Against    Management
      of a Public Tender Offer or Share
      Exchange Offer
22    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

SIEMENS AG

Ticker:       SMAG40         Security ID:  D69671218
Meeting Date: JAN 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 1.10 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2002/2003
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2002/2003
5     Ratify KPMG as Auditors                   For       For        Management
6     Elect Jerry Speyer to the Supervisory     For       For        Management
      Board; Elect Hans-Dieter Wiedig as a
      Deputy Supervisory Board Member
7     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital; Authorize Board
      to Issue Repurchased Shares
8     Approve Creation of EUR 600 Million Pool  For       For        Management
      of Conditional Capital with Preemptive
      Rights
9     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 11.3
      Billion with Preemptive Rights; Approve
      Creation of EUR 600  Million Pool of
      Conditional Capital to Guarantee
      Conversion Rights


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

SMITH & NEPHEW PLC

Ticker:       SNN            Security ID:  G82343164
Meeting Date: MAY 6, 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 3.1 Pence Per   For       For        Management
      Share
3     Re-elect Warren Knowlton as Director      For       For        Management
4     Re-elect Christopher O'Donnell as         For       For        Management
      Director
5     Re-elect Richard De Schutter as Director  For       For        Management
6     Re-elect Rolf Stomberg as Director        For       For        Management
7     Re-appoint Ernst and Young LLP as         For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 33,321,078
9     Approve Remuneration Report               For       For        Management
10    Approve the Smith and Nephew 2004         For       For        Management
      Performance Share Plan
11    Approve the Smith and Nephew 2004         For       For        Management
      Executive Share Option Plan
12    Approve the Smith and Nephew 2004         For       For        Management
      Co-investment Plan
13    Authorise the Directors to Establish      For       For        Management
      Overseas Share Schemes
14    Authorise the Directors to Establish the  For       For        Management
      New Discretionary Trust
15    Amend the Smith and Nephew 2001 UK        For       For        Management
      Approved Share Option Plan
16    Amend the Smith and Nephew 2001 UK        For       For        Management
      Unapproved Share Option Plan
17    Approve Reclassification of the One       For       For        Management
      Issued 'B' Ordinary Share of 12 2/9 Pence
      as an Ordinary Share Having the Same
      Rights and Subject to the Same
      Restrictions as Existing Ordinary Shares
18    Authorise 93,486,408 Shares for Market    For       For        Management
      Purchase
19    Adopt New Articles of Association         For       For        Management
20    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,713,057
21    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors to GBP 900,000
      Per Year


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

STANDARD CHARTERED PLC

Ticker:                      Security ID:  G84228157
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


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

SWISS REINSURANCE (SCHWEIZERISCHE RUECKVERSICHERUNGS)

Ticker:                      Security ID:  H84046137
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


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM.P          Security ID:  Y84629107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Receive Report on Business Operation      None      None       Management
      Results for Fiscal Year 2003
1.2   Receive Supervisors' Report               None      None       Management
1.3   Receive Report on the Acquisition and     None      None       Management
      Disposal of Assets
1.4   Receive Report on Endorsments and         None      None       Management
      Guarantees
2.1   Accept Financial Statements and Statutory For       For        Management
      Reports
2.2   Approve Allocation of Income and Cash     For       For        Management
      Dividend of NTD 0.60 per Share and Stock
      Dividend of 140 Shares per 1000 Shares
      Held
2.3   Approve Capitalization of 2003 Dividends  For       For        Management
      and Employee  Profit  Sharing
3     Other Business                            None      None       Management


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

TAKEDA CHEMICAL INDUSTRIES LTD.

Ticker:                      Security ID:  J81281115
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 36,
      Final JY 41, Special JY 0
2     Amend Articles to: Change Company Name in For       For        Management
      English to Takeda Pharmaceutical Co. Ltd.
      - Authorize Share 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
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonus for Statutory    For       For        Management
      Auditor


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

TESCO PLC

Ticker:                      Security ID:  G87621101
Meeting Date: JUN 18, 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 4.77 Pence Per  For       For        Management
      Ordinary Share
4     Amend Articles of Association Re:         For       For        Management
      Director's Retirement Age
5     Re-elect Charles Allen as Director        For       For        Management
6     Re-elect Philip Clarke as Director        For       For        Management
7     Re-elect Harald Einsmann as Director      For       For        Management
8     Re-elect Veronique Morali as Director     For       For        Management
9     Re-elect Graham Pimlott as Director       For       For        Management
10    Elect Richard Brasher as Director         For       For        Management
11    Elect Ken Hydon as Director               For       For        Management
12    Elect Mervyn Davies as Director           For       For        Management
13    Elect David Reid as Director              For       For        Management
14    Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
15    Approve Increase in Authorised Share      For       For        Management
      Capital from GBP 481,600,000 to GBP
      530,000,000
16    Approve Scrip Dividend                    For       For        Management
17    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 128.07 Million
18    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 19.21 Million
19    Authorise 768.44 Million Ordinary Shares  For       For        Management
      for Market Purchase
20    Authorise Tesco Stores CR a.s. to Make EU For       For        Management
      Political Donations up to GBP 25,000 and
      Incur EU Political Expenditure up to GBP
      25,000
21    Authorise Tesco Stores SR a.s. to Make EU For       For        Management
      Political Donations up to GBP 25,000 and
      Incur EU Political Expenditure up to GBP
      25,000
22    Authorise Tesco Global Rt to Make EU      For       For        Management
      Political Donations up to GBP 25,000 and
      Incur EU Political Expenditure up to GBP
      25,000
23    Authorise Tesco Polska Sp z.o.o. to Make  For       For        Management
      EU Political Donations up to GBP 25,000
      and Incur EU Political Expenditure up to
      GBP 25,000
24    Approve the Tesco PLC Performance Share   For       For        Management
      Plan 2004
25    Approve the Tesco PLC 2004 Discretionary  For       For        Management
      Share Option Plan


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

TOTAL S.A. (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  F92124100
Meeting Date: APR 28, 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 Net      For       For        Management
      Dividends of EUR 4.70 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 and Reissuance of
      Repurchased Shares
6     Authorize Issuance of Bonds/Debentures    For       For        Management
7     Reelect Thierry Desmarest as Director     For       For        Management
8     Reelect Thierry de Rudder as Director     For       For        Management
9     Reelect Serge Tchuruk as Director         For       For        Management
10    Elect Daniel Boeuf as Representative of   For       For        Management
      Employee Shareholders to the Board
11    Elect Philippe Marchandise as             Against   Against    Management
      Representative of Employee Shareholders
      to the Board
12    Elect Cyril Mouche as Representative of   Against   Against    Management
      Employee Shareholders to the Board
13    Elect Alan Cramer as Representative of    Against   Against    Management
      Employee Shareholders to the Board
14    Ratify Ernst & Young Audit as Auditors    For       For        Management
15    Ratify KPMG Audit as Auditors             For       For        Management
16    Ratify Pierre Jouanne as Alternate        For       For        Management
      Auditor
17    Ratify Jean-Luc Decornoy as Alternate     For       For        Management
      Auditor
18    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 900,000
19    Approve Stock Option Plan Grants          For       For        Management
20    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 4 Billion
21    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 2 Billion
22    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan


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

TOTAL S.A. (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  F92124100
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     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income and Net      For       For        Management
      Dividends of EUR 4.70 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 and Reissuance of
      Repurchased Shares
6     Authorize Issuance of Bonds/Debentures    For       For        Management
7     Reelect Thierry Desmarest as Director     For       For        Management
8     Reelect Thierry de Rudder as Director     For       For        Management
9     Reelect Serge Tchuruk as Director         For       For        Management
10    Elect Daniel Boeuf as Representative of   For       For        Management
      Employee Shareholders to the Board
11    Elect Philippe Marchandise as             Against   Against    Management
      Representative of Employee Shareholders
      to the Board
12    Elect Cyril Mouche as Representative of   Against   Against    Management
      Employee Shareholders to the Board
13    Elect Alan Cramer as Representative of    Against   Against    Management
      Employee Shareholders to the Board
14    Ratify Ernst & Young Audit as Auditors    For       For        Management
15    Ratify KPMG Audit as Auditors             For       For        Management
16    Ratify Pierre Jouanne as Alternate        For       For        Management
      Auditor
17    Ratify Jean-Luc Decornoy as Alternate     For       For        Management
      Auditor
18    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 900,000
19    Approve Stock Option Plan Grants          For       For        Management
20    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 4 Billion
21    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 2 Billion
22    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan


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

UBS AG

Ticker:                      Security ID:  H8920M855
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


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

UBS AG

Ticker:                      Security ID:  H8920M855
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL REPORT, GROUP AND PARENT COMPANY   For       For        Management
      ACCOUNTS FOR 2003. REPORTS OF THE GROUP
      AND STATUTORY AUDITORS
2     APPROPRIATION OF RETAINED EARNINGS.       For       For        Management
      DIVIDEND FOR FINANCIAL YEAR 2003
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS AND THE GROUP EXECUTIVE BOARD
4     RE-ELECTION OF BOARD MEMBER: SIR PETER    For       For        Management
      DAVIS
5     ELECTION OF NEW BOARD MEMBER: STEPHAN     For       For        Management
      HAERINGER
6     ELECTION OF NEW BOARD MEMBER: HELMUT      For       For        Management
      PANKE
7     ELECTION OF NEW BOARD MEMBER: PETER       For       For        Management
      SPUHLER
8     RE-ELECTION OF GROUP AND STATUTORY        For       For        Management
      AUDITORS ERNST & YOUNG LTD., BASEL
9     CAPITAL REDUCTION: CANCELLATION OF SHARES For       For        Management
      REPURCHASED UNDER THE 2003/2004 SHARE
      BUYBACK PROGRAM AND RESPECTIVE AMENDMENT
      OF ARTICLE 4 OF THE ARTICLES OF
      ASSOCIATION
10    CAPITAL REDUCTION: APPROVAL OF A NEW      For       For        Management
      2004/2005 SHARE BUYBACK PROGRAM
11    IN CASE OF AD-HOC SHAREHOLDERS MOTIONS    For       Against    Management
      DURING THE ANNUAL GENERAL MEETING, I/WE
      AUTHORIZE MY/OUR PROXY TO VOTE IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

UFJ HOLDINGS INC.

Ticker:                      Security ID:  J9400N106
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Retained Earnings,  For       For        Management
      with No Dividends on Ordinary Shares
2     Amend Articles to: Decrease Authorized    For       For        Management
      Preferred Share Capital to Reflect
      Conversion of Preferred to Ordinary
      Shares - Authorize Share 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


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

UNITED MICRO ELECTRONIC

Ticker:                      Security ID:  Y92370108
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Receive Report on 2003 AGM                None      Did Not    Management
                                                          Vote
1.2   Receive Report on Business Operation      None      Did Not    Management
      Results for Fiscal Year 2003                        Vote
1.3   Receive Supervisors' Report               None      Did Not    Management
                                                          Vote
1.4   Receive Report on the Acquisition and     None      Did Not    Management
      Disposal of Assets                                  Vote
1.5   Receive Report on the Issuance of         None      Did Not    Management
      Corporate Debt                                      Vote
2.1   Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2.2   Approve Allocation of Income and          For       Did Not    Management
      Dividends                                           Vote
3.1   Approve Capitalization of 2003 Dividends  For       Did Not    Management
      and Employee  Profit  Sharing                       Vote
3.2   Amend Articles of Association             For       Did Not    Management
                                                          Vote
4     Elect Directors and Supervisors           For       Did Not    Management
                                                          Vote
5     Other Business                            None      Did Not    Management
                                                          Vote


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  G93882101
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Reelect Lord MacLaurin of Knebworth as    For       For        Management
      Director
4     Reelect Kenneth Hydon as Director         For       For        Management
5     Reelect Thomas Geitner as Director        For       For        Management
6     Reelect Alec Broers as Director           For       For        Management
7     Reelect Juergen Schrempp as Director      For       For        Management
8     Elect John Buchanan as Director           For       For        Management
9     Approve Final Dividend of 0.8983 Pence    For       For        Management
      Per Share
10    Ratify Deloitte and Touche as Auditors    For       For        Management
11    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
12    Authorize EU Political Donations up to    For       For        Management
      GBP 100,000
13    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      USD 900,000,000
14    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of USD 340,000,000
15    Authorize 6,800,000,000 Shares for Share  For       For        Management
      Repurchase Program


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

WPP GROUP PLC

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

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


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

WPP GROUP PLC

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

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


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

WPP GROUP PLC

Ticker:       WPPG10         Security ID:  G97974102
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 4.4 Pence Per   For       For        Management
      Ordinary Share
3a    Elect Orit Gadiesh as Director            For       For        Management
3b    Elect Koichiro Naganuma as Director       For       For        Management
3c    Elect Paul Spencer as Director            For       For        Management
3d    Re-elect Philip Lader as Director         For       For        Management
3e    Re-elect Jeremy Bullmore as Director      For       For        Management
3f    Re-elect John Jackson as Director         For       For        Management
3g    Re-elect Stanley Morten as Director       For       For        Management
3h    Re-elect John Quelch as Director          For       For        Management
4     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
5     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 39,334,225
6     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,900,134
7     Authorise 118,002,676 Ordinary Shares for For       For        Management
      Market Purchase
8     Approve Remuneration Report               For       For        Management
9     Amend the Capital Investment Plan         For       For        Management
10    Amend the Notional Share Award Plan       For       For        Management
11    Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors from GBP 450,000
      to GBP 1,000,000

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





                                   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: AllianceBernstein International
                                          Premier Growth Fund, Inc.



                              By: Marc O. Mayer*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 31, 2004


*By: /s/ Mark R. Manley
     ------------------
         Mark R. Manley
         Secretary