. . . UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0582 WASHINGTON, DC 20549 Expires: March 31, 2006 Estimated average burden FORM N-PX hours per response..14.4 ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-08245 --------------------------------------------- Phoenix Equity Series Fund - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 101 Munson Street, Greenfield, MA 01301 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) John Flores, Esq. Phoenix Life Insur. Co. One American Row Hartford, CT 06102-5056 - ------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-243-1574 --------------------------- Date of fiscal year end: 8/31 ------------------- Date of reporting period: 7/1/03-6/30/04 ------------------ Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08245 Reporting Period: 07/01/2003 - 06/30/2004 Phoenix Equity Series Fund ================= PHOENIX-DUFF & PHELPS CORE EQUITY FUND(CHI) ================== DELL INC. Ticker: DELL Security ID: 247025109 Meeting Date: JUL 18, 2003 Meeting Type: Annual Record Date: MAY 23, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Miles For For Management 1.2 Elect Director Alex J. Mandl For For Management 1.3 Elect Director Morton L. Topfer For For Management 2 Declassify the Board of Directors For For Management 3 Change Company Name For For Management 4 Approve Executive Incentive Bonus Plan For For Management ==================== PHOENIX-OAKHURST GROWTH & INCOME FUND ===================== 3M CO Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward A. Brennan For Withhold Management 1.2 Elect Director Michael L. Eskew For For Management 1.3 Elect Director W. James McNerney, Jr. For Withhold Management 1.4 Elect Director Kevin W. Sharer For Withhold Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- A.G. EDWARDS, INC. Ticker: AGE Security ID: 281760108 Meeting Date: JUN 24, 2004 Meeting Type: Annual Record Date: MAY 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Bagby For For Management 1.2 Elect Director Dr. E. Eugene Carter For For Management 1.3 Elect Director Peter B. Madoff For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director H.Laurance Fuller For For Management 1.3 Elect Director Richard A. Gonzalez For For Management 1.4 Elect Director Jack M. Greenberg For For Management 1.5 Elect Director Jeffrey M. Leiden For For Management 1.6 Elect Director David A. Lord Owen For For Management 1.7 Elect Director Boone Powell Jr. For For Management 1.8 Elect Director Addison Barry Rand For For Management 1.9 Elect Director W.Ann Reynolds For For Management 1.10 Elect Director Roy S. Roberts For For Management 1.11 Elect Director William D. Smithburg For For Management 1.12 Elect Director John R. Walter For For Management 1.13 Elect Director Miles D. White For For Management 2 Ratify Auditors For For Management 3 Drug Pricing Against Against Shareholder 4 Report on Political Against Against Shareholder Contributions/Activities 5 Prohibit Awards to Executives Against Against Shareholder 6 Report on Operational Imact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- ACCENTURE LTD BERMUDA Ticker: ACN Security ID: G1150G111 Meeting Date: FEB 5, 2004 Meeting Type: Annual Record Date: DEC 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Appoint Dennis F. Hightower, William L. For For Management Kimsey, Robert I. Lipp, and Wulf von Schimmelmann as Directors 2 Approve KPMG LLP as Independent Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Transact Other Business (Non-Voting) None None Management - -------------------------------------------------------------------------------- AETNA INC. Ticker: AET Security ID: 00817Y108 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy Z. Cohen For For Management 1.2 Elect Director Barbara Hackman Franklin For For Management 1.3 Elect Director Jeffrey E. Garten For For Management 1.4 Elect Director Earl G. Graves For For Management 1.5 Elect Director Gerald Greenwald For For Management 1.6 Elect Director Ellen M. Hancock For For Management 1.7 Elect Director Michael H. Jordan For For Management 1.8 Elect Director Jack D. Kuehler For For Management 1.9 Elect Director Edward J. Ludwig For For Management 1.10 Elect Director Joseph P. Newhouse For For Management 1.11 Elect Director Judith Rodin For For Management 1.12 Elect Director John W. Rowe, M.D. For For Management 1.13 Elect Director Ronald A. Williams For For Management 1.14 Elect Director R. David Yost For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- AFLAC INCORPORATED Ticker: AFL Security ID: 001055102 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel P. Amos For For Management 1.2 Elect Director John Shelby Amos II For For Management 1.3 Elect Director Michael H. Armacost For Withhold Management 1.4 Elect Director Kriss Cloninger III For For Management 1.5 Elect Director Joe Frank Harris For For Management 1.6 Elect Director Elizabeth J. Hudson For For Management 1.7 Elect Director Kenneth S. Janke, Sr. For For Management 1.8 Elect Director Douglas W. Johnson For For Management 1.9 Elect Director Robert B. Johnson For For Management 1.10 Elect Director Charles B. Knapp For For Management 1.11 Elect Director Hidefumi Matsui For For Management 1.12 Elect Director Nobuhiro Mori For For Management 1.13 Elect Director E. Stephen Purdom, M.D. For For Management 1.14 Elect Director Barbara K. Rimer, Ph.D. For For Management 1.15 Elect Director Marvin R. Schuster For For Management 1.16 Elect Director Glenn Vaughn, Jr. For For Management 1.17 Elect Director Robert L. Wright For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 2, 2004 Meeting Type: Annual Record Date: JAN 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Cullen For For Management 1.2 Elect Director Robert L. Joss For For Management 1.3 Elect Director Walter B. Hewlett For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AGL RESOURCES INC. Ticker: ATG Security ID: 001204106 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For For Management 1.2 Elect Director Michael J. Durham For For Management 1.3 Elect Director D. Raymond Riddle For For Management 1.4 Elect Director Felker W. Ward, Jr. For For Management 1.5 Elect Director Henry C. Wolf For For Management - -------------------------------------------------------------------------------- ALCOA INC. Ticker: AA Security ID: 013817101 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alain J.P. Belda For For Management 1.2 Elect Director Carlos Ghosn For For Management 1.3 Elect Director Henry B. Schacht For For Management 1.4 Elect Director Franklin A. Thomas For For Management 2 Approve Omnibus Stock Plan For For Management 3 Report on Pay Disparity Against Against Shareholder 4 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director James G. Andress For For Management 1.3 Elect Director Edward A. Brennan For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Jack M. Greenberg For For Management 1.6 Elect Director Ronald T. LeMay For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director J. Christopher Reyes For For Management 1.9 Elect Director H. John Riley, Jr. For For Management 1.10 Elect Director Joshua I. Smith For For Management 1.11 Elect Director Judith A. Sprieser For For Management 1.12 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- ALLTEL CORP. Ticker: AT Security ID: 020039103 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott T. Ford For For Management 1.2 Elect Director Lawrence L. Gellerstedt, For For Management III 1.3 Elect Director Emon A. Mahony, Jr. For For Management 1.4 Elect Director Ronald Townsend For For Management 2 Ratify Auditors For For Management 3 Ammend EEO - Sexual Orientation Against For Shareholder - -------------------------------------------------------------------------------- ALTERA CORP. Ticker: ALTR Security ID: 021441100 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. Daane For For Management 1.2 Elect Director Robert W. Reed For For Management 1.3 Elect Director Charles M. Clough For For Management 1.4 Elect Director Robert J. Finocchio Jr For For Management 1.5 Elect Director Kevin Mcgarity For For Management 1.6 Elect Director Paul Newhagen For For Management 1.7 Elect Director William E. Terry For For Management 1.8 Elect Director Susan Wang For For Management 2 Amend Stock Option Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Ratify Auditors For For Management 5 Approve Option Expensing Against For Shareholder - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director J. Dudley Fishburn For For Management 1.5 Elect Director Robert E. R. Huntley For For Management 1.6 Elect Director Thomas W. Jones For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director John S. Reed For For Management 1.9 Elect Director Carlos Slim Helu For For Management 1.10 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Report on Product Warnings for Pregnant Against Against Shareholder Women 4 Report on Health Risks Associated with Against Against Shareholder Cigarette Filters 5 Political Contributions/Activities Against Against Shareholder 6 Cease Use of Light and Ultra Light in Against Against Shareholder Cigarette Marketing 7 Place Canadian Style Warnings on Against Against Shareholder Cigarette Packaging 8 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- AMBAC FINANCIAL GROUP, INC. Ticker: ABK Security ID: 023139108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phillip B. Lassiter For For Management 1.2 Elect Director Michael A. Callen For For Management 1.3 Elect Director Renso L. Caporali For For Management 1.4 Elect Director Jill M. Considine For For Management 1.5 Elect Director Richard Dulude For For Management 1.6 Elect Director Robert J. Genader For For Management 1.7 Elect Director W. Grant Gregory For For Management 1.8 Elect Director Laura S. Unger For For Management 1.9 Elect Director Henry D. G. Wallace For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Non-Employee Director Omnibus Stock For For Management Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER CO. Ticker: AEP Security ID: 025537101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. R. Brooks For For Management 1.2 Elect Director Donald M. Carlton For For Management 1.3 Elect Director John P. DesBarres For For Management 1.4 Elect Director Robert W. Fri For For Management 1.5 Elect Director William R. Howell For For Management 1.6 Elect Director Lester A. Hudson, Jr. For For Management 1.7 Elect Director Leonard J. Kujawa For For Management 1.8 Elect Director Michael G. Morris For For Management 1.9 Elect Director Richard L. Sandor For For Management 1.10 Elect Director Donald G. Smith For For Management 1.11 Elect Director Kathryn D. Sullivan For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 4 Submit Executive Pension Benefit to Vote Against For Shareholder 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services 6 Establish Term Limits for Directors Against Against Shareholder - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 26, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director William G. Bowen For For Management 1.4 Elect Director Ursula M. Burns For For Management 1.5 Elect Director Kenneth I. Chenault For For Management 1.6 Elect Director Peter R. Dolan For For Management 1.7 Elect Director Vernon E. Jordan, Jr. For For Management 1.8 Elect Director Jan Leschly For For Management 1.9 Elect Director Richard A. McGinn For For Management 1.10 Elect Director Edward D. Miller For For Management 1.11 Elect Director Frank P. Popoff For For Management 1.12 Elect Director Robert D. Walter For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Bernard Aidinoff For For Management 1.2 Elect Director Pei-Yuan Chia For For Management 1.3 Elect Director Marshall A. Cohen For For Management 1.4 Elect Director Willaim S. Cohen For For Management 1.5 Elect Director Martin S. Feldstein For For Management 1.6 Elect Director Ellen V. Futter For For Management 1.7 Elect Director Maurice R. Greenberg For For Management 1.8 Elect Director Carla A. Hills For For Management 1.9 Elect Director Frank J. Hoenemeyer For For Management 1.10 Elect Director Richard C. Holbrooke For For Management 1.11 Elect Director Donald P. Kanak For For Management 1.12 Elect Director Howard I. Smith For For Management 1.13 Elect Director Martin J. Sullivan For For Management 1.14 Elect Director Edmund S.W. Tse For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Non-Employee Director Stock For For Management Option Plan 4 Ratify Auditors For For Management 5 Report on Political Against Against Shareholder Contributions/Activities 6 Divest from Tobacco Equities Against Against Shareholder 7 Link Executive Compensation to Predatory Against Against Shareholder Lending - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Biondi, Jr. For For Management 1.2 Elect Director Jerry D. Choate For Withhold Management 1.3 Elect Director Frank C. Herringer For For Management 1.4 Elect Director Gilbert S. Omenn For For Management 2 Ratify Auditors For For Management 3 Prepare Glass Ceiling Report Against Against Shareholder 4 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 9, 2004 Meeting Type: Annual Record Date: JAN 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerald G. Fishman For For Management 1.2 Elect Director F. Grant Saviers For For Management 2 Increase Authorized Common Stock For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ANDREW CORP. Ticker: ANDW Security ID: 034425108 Meeting Date: JUL 15, 2003 Meeting Type: Special Record Date: MAY 27, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Authorize New Class of Preferred Stock For For Management 3 Approve Increase in Size of Board For For Management 4 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- ANTHEM INC. Ticker: ATH Security ID: 03674B104 Meeting Date: JUN 28, 2004 Meeting Type: Special Record Date: MAY 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Change Company Name For For Management - -------------------------------------------------------------------------------- ANTHEM INC. Ticker: ATH Security ID: 03674B104 Meeting Date: MAY 17, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor S. Liss For For Management 1.2 Elect Director James W. McDowell, Jr. For For Management 1.3 Elect Director George A. Schaefer, Jr. For For Management 1.4 Elect Director Jackie M. Ward For For Management - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: DEC 18, 2003 Meeting Type: Special Record Date: OCT 29, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 24, 2004 Meeting Type: Annual Record Date: JAN 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael H. Armacost For For Management 1.2 Elect Director Deborah A. Coleman For For Management 1.3 Elect Director Herbert M. Dwight, Jr. For For Management 1.4 Elect Director Philip V. Gerdine For For Management 1.5 Elect Director Paul R. Low For For Management 1.6 Elect Director Dan Maydan For For Management 1.7 Elect Director Steven L. Miller For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director Gerhard H. Parker For For Management 1.10 Elect Director Michael R. Splinter For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- AT&T CORP. Ticker: T Security ID: 001957505 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Directors William F. Aldinger For For Management 1.2 Elect Directors Kenneth T. Derr For For Management 1.3 Elect Directors David W. Dorman For For Management 1.4 Elect Directors M. Kathryn Eickhoff For For Management 1.5 Elect Directors Herbet L. Henkel For For Management 1.6 Elect Directors Frank C. Herringer For For Management 1.7 Elect Directors Shirley Ann Jackson For For Management 1.8 Elect Directors Jon C. Madonna For For Management 1.9 Elect Directors Donald F. McHenry For For Management 1.10 Elect Directors Tony L. White For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 6 Separate Chairman and CEO Positions Against For Shareholder 7 Report on Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 17, 2004 Meeting Type: Annual Record Date: MAY 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director Mark A. Bertelsen For For Management 1.3 Elect Director Crawford W. Beveridge For For Management 1.4 Elect Director J. Hallam Dawson For For Management 1.5 Elect Director Michael J. Fister For For Management 1.6 Elect Director Per-Kristian Halvorsen For For Management 1.7 Elect Director Steven Scheid For For Management 1.8 Elect Director Mary Alice Taylor For For Management 1.9 Elect Director Larry W. Wangberg For For Management 2 Ratify Auditors For For Management 3 Adopt Policy Regarding Equity-Based Against For Shareholder Compensation for Executives - -------------------------------------------------------------------------------- AUTOLIV INC. Ticker: ALV Security ID: 052800109 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Per-Olof Aronson For For Management 1.2 Elect Director Walter Kunerth For For Management 1.3 Elect Director Lars Westerberg For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AVNET, INC. Ticker: AVT Security ID: 053807103 Meeting Date: NOV 6, 2003 Meeting Type: Annual Record Date: SEP 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eleanor Baum For For Management 1.2 Elect Director J. Veronica Biggins For For Management 1.3 Elect Director Lawrence W. Clarkson For For Management 1.4 Elect Director Ehud Houminer For For Management 1.5 Elect Director James A. Lawrence For For Management 1.6 Elect Director Ray M. Robinson For For Management 1.7 Elect Director Frederic Salerno For For Management 1.8 Elect Director Gary L. Tooker For For Management 1.9 Elect Director Roy Vallee For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AVON PRODUCTS, INC. Ticker: AVP Security ID: 054303102 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward T. Fogarty For For Management 1.2 Elect Director Susan J. Kropf For For Management 1.3 Elect Director Maria Elena Lagomasino For Withhold Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Report on Feasibility of Removing Against Against Shareholder Parabens from Company Products 6 Report on Feasibility of Removing Dibutyl Against Against Shareholder Phthalate from Company Products - -------------------------------------------------------------------------------- BALL CORP. Ticker: BLL Security ID: 058498106 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hanno C. Fiedler For For Management 1.2 Elect Director John F. Lehman For For Management 1.3 Elect Director George A. Sissel For For Management 1.4 Elect Director Erik H. van der Kaay For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAR 17, 2004 Meeting Type: Special Record Date: JAN 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director Donald E. Guinn For For Management 1.8 Elect Director James H. Hance, Jr. For For Management 1.9 Elect Director Kenneth D. Lewis For For Management 1.10 Elect Director Walter E. Massey For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director C. Steven McMillan For For Management 1.13 Elect Director Eugene M. McQuade For For Management 1.14 Elect Director Patricia E. Mitchell For For Management 1.15 Elect Director Edward L. Romero For For Management 1.16 Elect Director Thomas M. Ryan For For Management 1.17 Elect Director O. Temple Sloan, Jr. For For Management 1.18 Elect Director Meredith R. Spangler For For Management 1.19 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Change Date of Annual Meeting Against Against Shareholder 4 Adopt Nomination Procedures for the Board Against Against Shareholder 5 Charitable Contributions Against Against Shareholder 6 Establish Independent Committee to Review Against Against Shareholder Mutual Fund Policy 7 Adopt Standards Regarding Privacy and Against Against Shareholder Information Security - -------------------------------------------------------------------------------- BANK ONE CORP. Ticker: ONE Security ID: 06423A103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director John H. Bryan For For Management 2.2 Elect Director Stephen B. Burke For For Management 2.3 Elect Director James S. Crown For For Management 2.4 Elect Director James Dimon For For Management 2.5 Elect Director Maureen A. Fay For For Management 2.6 Elect Director Laban P. Jackson, Jr. For For Management 2.7 Elect Director John W. Kessler For For Management 2.8 Elect Director Robert I. Lipp For For Management 2.9 Elect Director Richard A. Manoogian For For Management 2.10 Elect Director David C. Novak For For Management 2.11 Elect Director John W. Rogers, Jr. For For Management 2.12 Elect Director Frederick P. Stratton, For For Management Jr. 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BARNES & NOBLE, INC. Ticker: BKS Security ID: 067774109 Meeting Date: JUN 2, 2004 Meeting Type: Annual Record Date: APR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Riggio For For Management 1.2 Elect Director Michael J. Del Giudice For For Management 1.3 Elect Director William Sheluck, Jr. For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Increase in Size of Board For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BAUSCH & LOMB INC. Ticker: BOL Security ID: 071707103 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director Domenico De Sole For For Management 1.3 Elect Director Kenneth L. Wolfe For For Management 1.4 Elect Director Ronald L. Zarrella For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BEAR STEARNS COMPANIES INC., THE Ticker: BSC Security ID: 073902108 Meeting Date: MAR 31, 2004 Meeting Type: Annual Record Date: FEB 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Cayne For For Management 1.2 Elect Director Carl D. Glickman For For Management 1.3 Elect Director Alan C. Greenberg For For Management 1.4 Elect Director Donald J. Harrington For For Management 1.5 Elect Director William L. Mack For For Management 1.6 Elect Director Frank T. Nickell For For Management 1.7 Elect Director Paul A. Novelly For For Management 1.8 Elect Director Frederic V. Salerno For For Management 1.9 Elect Director Alan D. Schwartz For For Management 1.10 Elect Director Warren J. Spector For For Management 1.11 Elect Director Vincent Tese For For Management 2 Amend the Capital Accumulation Plan for For Against Management Senior Managing Directors 3 Amend Stock Option Plan For Against Management 4 Approve Restricted Stock Plan For Against Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BECKMAN COULTER, INC. Ticker: BEC Security ID: 075811109 Meeting Date: APR 1, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald W. Dollens For Withhold Management 1.2 Elect Director Charles A. Haggerty For For Management 1.3 Elect Director William N. Kelley, M.D. For For Management 2 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: FEB 11, 2004 Meeting Type: Annual Record Date: DEC 15, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry P. Becton, Jr. For For Management 1.2 Elect Director Edward F. DeGraan For For Management 1.3 Elect Director James F. Orr For For Management 1.4 Elect Director Margaretha af Ugglas For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- BELLSOUTH CORP. Ticker: BLS Security ID: 079860102 Meeting Date: APR 26, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Blanchard For For Management 1.2 Elect Director Armando M. Codina For For Management 1.3 Elect Director Leo F. Mullin For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Approve Omnibus Stock Plan For For Management 5 Limit Executive Compensation Against Against Shareholder 6 Limit Executive Compensation Against Against Shareholder 7 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- BENCHMARK ELECTRONICS, INC. Ticker: BHE Security ID: 08160H101 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald E. Nigbor For For Management 1.2 Elect Director Cary T. Fu For For Management 1.3 Elect Director Steven A. Barton For For Management 1.4 Elect Director John W. Cox For For Management 1.5 Elect Director John C. Custer For For Management 1.6 Elect Director Peter G. Dorflinger For For Management 1.7 Elect Director Bernee D. L. Strom For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 24, 2004 Meeting Type: Annual Record Date: APR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradbury H. Anderson For For Management 1.2 Elect Director K.J. Higgins Victor For For Management 1.3 Elect Director Allen U. Lenzmeier For For Management 1.4 Elect Director Frank D. Trestman For For Management 1.5 Elect Director James C. Wetherbe For For Management 1.6 Elect Director Ronald James For For Management 1.7 Elect Director Matthew H. Paull For For Management 1.8 Elect Director Mary A. Tolan For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- BLACK & DECKER CORP., THE Ticker: BDK Security ID: 091797100 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nolan D. Archibald For For Management 1.2 Elect Director Norman R. Augustine For For Management 1.3 Elect Director Barbara L. Bowles For For Management 1.4 Elect Director M. Anthony Burns For For Management 1.5 Elect Director Kim B. Clark For For Management 1.6 Elect Director Manuel A. Fernandez For For Management 1.7 Elect Director Benjamin H. Griswold, IV For For Management 1.8 Elect Director Anthony Luiso For For Management 2 Ratify Auditors For For Management 3 Approve Restricted Stock Plan For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- BMC SOFTWARE, INC. Ticker: BMC Security ID: 055921100 Meeting Date: AUG 21, 2003 Meeting Type: Annual Record Date: JUL 3, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Garland Cupp For For Management 1.2 Elect Director Robert E. Beauchamp For For Management 1.3 Elect Director Jon E. Barfield For For Management 1.4 Elect Director John W. Barter For For Management 1.5 Elect Director Meldon K. Gafner For For Management 1.6 Elect Director L.W. Gray For For Management 1.7 Elect Director Kathleen A. O'Neil For For Management 1.8 Elect Director George F. Raymond For For Management 1.9 Elect Director Tom C. Tinsley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BRIGGS & STRATTON CORP. Ticker: BGG Security ID: 109043109 Meeting Date: OCT 15, 2003 Meeting Type: Annual Record Date: AUG 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. O'Toole For For Management 1.2 Elect Director John S. Shiely For For Management 1.3 Elect Director Charles I. Story For For Management - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter R. Dolan For For Management 1.2 Elect Director Louis V. Gerstner, Jr. For For Management 1.3 Elect Director Leif Johansson For For Management 2 Ratify Auditors For For Management 3 Report on Political Against Against Shareholder Contributions/Activities 4 Cease Political Contributions/Activities Against Against Shareholder 5 Separate Chairman and CEO Positions Against For Shareholder 6 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 7 Require Affirmative Vote of a Majority of Against Against Shareholder the Shares to Elect Directors - -------------------------------------------------------------------------------- BRUNSWICK CORP. Ticker: BC Security ID: 117043109 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nolan D. Archibald For For Management 1.2 Elect Director Jeffrey L. Bleustein For For Management 1.3 Elect Director Graham H. Phillips For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- C. R. BARD, INC. Ticker: BCR Security ID: 067383109 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony Welters For For Management 1.2 Elect Director Tony L. White For For Management 1.3 Elect Director Theodore E. Martin For For Management 1.4 Elect Director Timothy M. Ring For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORP. Ticker: COF Security ID: 14040H105 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: FEB 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Ronald Dietz For For Management 1.2 Elect Director Lewis Hay, III For For Management 1.3 Elect Director Mayo A. Shattuck, III For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Dillon For For Management 1.2 Elect Director Juan Gallardo For For Management 1.3 Elect Director William A. Osborn For For Management 1.4 Elect Director Gordon R. Parker For For Management 1.5 Elect Director Edward B. Rust, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 5 Report on Equipment Sales to Israel Against Against Shareholder 6 Report on Operational Imact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- CENDANT CORPORATION Ticker: CD Security ID: 151313103 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director The Right Honourable For For Management Brian Mulroney 1.2 Elect Director Ronald L. Nelson For For Management 1.3 Elect Director Robert W. Pittman For For Management 1.4 Elect Director Myra J. Biblowit For For Management 1.5 Elect Director Sheli Z. Rosenberg For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management 4 Separate Chairman and CEO Positions Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- CENTURYTEL, INC. Ticker: CTL Security ID: 156700106 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William R. Boles, Jr. For For Management 1.2 Elect Director W. Bruce Hanks For For Management 1.3 Elect Director C.G. Melville, Jr. For For Management 1.4 Elect Director Glen F. Post, III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CHEVRONTEXACO CORP. Ticker: CVX Security ID: 166764100 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Robert E. Denham For For Management 1.3 Elect Director Robert J. Eaton For For Management 1.4 Elect Director Sam Ginn For For Management 1.5 Elect Director Carla Anderson Hills For For Management 1.6 Elect Director Franklyn G. Jenifer For For Management 1.7 Elect Director J. Bennett Johnston For For Management 1.8 Elect Director Sam Nunn For For Management 1.9 Elect Director David J. O'Reilly For For Management 1.10 Elect Director Peter J. Robertson For For Management 1.11 Elect Director Charles R. Shoemate For For Management 1.12 Elect Director Carl Ware For For Management 2 Ratify Auditors For For Management 3 Adopt Shareholder Rights Plan (Poison For For Management Pill) Policy 4 Amend Omnibus Stock Plan For For Management 5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 6 Report on Political Against Against Shareholder Contributions/Activities 7 Require Affirmative Vote of a Majority of Against Against Shareholder the Shares to Elect Directors 8 Report on Health and Environmental Against Against Shareholder Initiatives in Ecuador 9 Report on Renewable Energy Against Against Shareholder - -------------------------------------------------------------------------------- CIGNA CORP. Ticker: CI Security ID: 125509109 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert H. Campbell For For Management 1.2 Elect Director Jane E. Henney, M.D. For For Management 1.3 Elect Director Charles R. Shoemate For For Management 1.4 Elect Director Louis W. Sullivan, M.D. For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director Larry R. Carter For For Management 1.3 Elect Director John T. Chambers For For Management 1.4 Elect Director Dr. James F. Gibbons For For Management 1.5 Elect Director Dr. John L. Hennessy For For Management 1.6 Elect Director Roderick C. McGeary For For Management 1.7 Elect Director James C. Morgan For For Management 1.8 Elect Director John P. Morgridge For For Management 1.9 Elect Director Donald T. Valentine For For Management 1.10 Elect Director Steven M. West For For Management 1.11 Elect Director Jerry Yang For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management 4 Report on Company Products Used by the Against Against Shareholder Government to Monitor the Internet 5 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Dudley C. Mecum For For Management 1.9 Elect Director Richard D. Parsons For For Management 1.10 Elect Director Andrall E. Pearson For For Management 1.11 Elect Director Charles Prince For For Management 1.12 Elect Director Robert E. Rubin For For Management 1.13 Elect Director Franklin A. Thomas For For Management 1.14 Elect Director Sanford I. Weill For For Management 1.15 Elect Director Robert B. Willumstad For For Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Report on Political Against Against Shareholder Contributions/Activities 5 Prohibit Awards to Executives Against Against Shareholder 6 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- CITRIX SYSTEMS, INC. Ticker: CTXS Security ID: 177376100 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark B. Templeton For For Management 1.2 Elect Director Kevin R. Compton For For Management 1.3 Elect Director Stephen M. Dow For For Management 2 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- CLAIRE Ticker: CLE Security ID: 179584107 Meeting Date: JUN 23, 2004 Meeting Type: Annual Record Date: APR 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marla L. Schaefer For Withhold Management 1.2 Elect Director E. Bonnie Schaefer For Withhold Management 1.3 Elect Director Ira D. Kaplan For Withhold Management 1.4 Elect Director Bruce G. Miller For For Management 1.5 Elect Director Steven H. Tishman For For Management 1.6 Elect Director Todd D. Jick For For Management 1.7 Elect Director Ann Spector Leiff For For Management 2 Adopt MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- CLOROX COMPANY, THE Ticker: CLX Security ID: 189054109 Meeting Date: NOV 19, 2003 Meeting Type: Annual Record Date: SEP 22, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel Boggan, Jr. For For Management 1.2 Elect Director Tully M. Friedman For For Management 1.3 Elect Director Christoph Henkel For For Management 1.4 Elect Director William R. Johnson For For Management 1.5 Elect Director Gerald E. Johnston For For Management 1.6 Elect Director Robert W. Matschullat For For Management 1.7 Elect Director Gary G. Michael For For Management 1.8 Elect Director Klaus Morwind For For Management 1.9 Elect Director Jan L. Murley For For Management 1.10 Elect Director Lary R. Scott For For Management 1.11 Elect Director Michael E. Shannon For For Management 1.12 Elect Director G. Craig Sullivan For For Management 2 Approve Deferred Compensation Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COCA-COLA ENTERPRISES INC. Ticker: CCE Security ID: 191219104 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Alm For For Management 1.2 Elect Director J. Trevor Eyton For For Management 1.3 Elect Director Gary P. Fayard For For Management 1.4 Elect Director L. Phillip Humann For For Management 1.5 Elect Director Paula G. Rosput For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Deferred Compensation Plan For For Management 5 Approve Employee Stock Purchase Plan For For Management 6 Approve Employee Stock Purchase Plan For For Management 7 Ratify Auditors For For Management 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Report on Recycling Policy Against Against Shareholder - -------------------------------------------------------------------------------- COMMONWEALTH TELEPHONE ENTERPRISES, INC. Ticker: CTCO Security ID: 203349105 Meeting Date: SEP 3, 2003 Meeting Type: Annual Record Date: JUN 20, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Walter Scott, Jr. For For Management 1.2 Elect Director David C. Mitchell For For Management 1.3 Elect Director David C. McCourt For Withhold Management 1.4 Elect Director Daniel E. Knowles For For Management 2 Ratify Auditors For For Management 3 Convert Class B common shares into common For For Management shares 4 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION Ticker: CSC Security ID: 205363104 Meeting Date: AUG 11, 2003 Meeting Type: Annual Record Date: JUN 13, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Irving W. Bailey, II For For Management 1.2 Elect Director Stephen L. Baum For For Management 1.3 Elect Director Rodney F. Chase For For Management 1.4 Elect Director Van B. Honeycutt For For Management 1.5 Elect Director William R. Hoover For For Management 1.6 Elect Director Leon J. Level For For Management 1.7 Elect Director Thomas A. McDonnell For For Management 1.8 Elect Director F. Warren McFarlan For For Management 1.9 Elect Director James R. Mellor For For Management 1.10 Elect Director William P. Rutledge For For Management - -------------------------------------------------------------------------------- CONAGRA FOODS INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 25, 2003 Meeting Type: Annual Record Date: JUL 31, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David H. Batchelder For For Management 1.2 Elect Director Robert A. Krane For For Management 1.3 Elect Director Mark H. Rauenhorst For For Management 1.4 Elect Director Bruce Rohde For For Management 2 Ratify Auditors For For Management 4 Genetically Modified Organisms (GMO) Against Against Shareholder 5 Modify Current and Future Stock Option Against Against Shareholder Plans 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- CONEXANT SYSTEMS, INC. Ticker: CNXT Security ID: 207142100 Meeting Date: FEB 25, 2004 Meeting Type: Annual Record Date: JAN 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Omnibus Stock Plan For Against Management 4.1 Elect Director Donald R. Beall For For Management 4.2 Elect Director Balakrishnan S. Iyer For For Management 4.3 Elect Director Jerre L. Stead For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Boren For For Management 1.2 Elect Director James E. Copeland, Jr. For For Management 1.3 Elect Director Kenneth M. Duberstein For For Management 1.4 Elect Director Ruth R. Harkin For For Management 1.5 Elect Director William R. Rhodes For For Management 1.6 Elect Director J. Stapleton Roy For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Limit Executive Compensation Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder 6 Report on Drilling in the Arctic National Against Against Shareholder Wildlife Refuge - -------------------------------------------------------------------------------- CONSTELLATION ENERGY GROUP, INC. Ticker: CEG Security ID: 210371100 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James T. Brady For For Management 1.2 Elect Director James R. Curtiss For For Management 1.3 Elect Director Edward J. Kelly, III For For Management 1.4 Elect Director Robert J. Lawless For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CORN PRODUCTS INTERNATIONAL, INC. Ticker: CPO Security ID: 219023108 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Karen L. Hendricks For For Management 1.2 Elect Director Bernard H. Kastory For For Management 1.3 Elect Director Barbara A. Klein For For Management 1.4 Elect Director Samuel C. Scott III For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 25, 2004 Meeting Type: Annual Record Date: DEC 31, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert W. Lane For For Management 1.2 Elect Director Antonio Madero B. For For Management 1.3 Elect Director Aulana L. Peters For For Management 1.4 Elect Director John R. Walter For For Management - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 247025109 Meeting Date: JUL 18, 2003 Meeting Type: Annual Record Date: MAY 23, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Miles For For Management 1.2 Elect Director Alex J. Mandl For For Management 1.3 Elect Director Morton L. Topfer For For Management 2 Declassify the Board of Directors For For Management 3 Change Company Name For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arnold A. Allemang For For Management 1.2 Elect Director John C. Danforth For For Management 1.3 Elect Director Jeff M. Fettig For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director James M. Ringler For For Management 1.6 Elect Director William S. Stavropoulos For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Report on Social Initiatives in Bhopal Against Against Shareholder - -------------------------------------------------------------------------------- DUN & BRADSTREET CORP, THE Ticker: DNB Security ID: 26483E100 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Alden For For Management 1.2 Elect Director Allan Z. Loren For For Management 1.3 Elect Director Victor A. Pelson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EARTHLINK, INC. Ticker: ELNK Security ID: 270321102 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linwood A. Lacy, Jr. For For Management 1.2 Elect Director Terrell B. Jones For For Management 1.3 Elect Director William H. Harris, Jr. For For Management 1.4 Elect Director Thomas E. Wheeler For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EASTMAN KODAK CO. Ticker: EK Security ID: 277461109 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Hernandez For For Management 1.2 Elect Director Hector de J. Ruiz For For Management 1.3 Elect Director Laura D'Andrea Tyson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Chemical Policy Against Against Shareholder 5 Prohibit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- EATON CORP. Ticker: ETN Security ID: 278058102 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Critelli For For Management 1.2 Elect Director Ernie Green For For Management 1.3 Elect Director Kiran M. Patel For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. Egan For For Management 1.2 Elect Director Michael C. Ruettgers For For Management 1.3 Elect Director David N. Strohm For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Ratify Auditors For For Management 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- EMULEX CORP. Ticker: ELX Security ID: 292475209 Meeting Date: NOV 20, 2003 Meeting Type: Annual Record Date: OCT 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred B. Cox For Withhold Management 1.2 Elect Director Michael P. Downey For For Management 1.3 Elect Director Bruce C. Edwards For For Management 1.4 Elect Director Paul F. Folino For For Management 1.5 Elect Director Robert H. Goon For For Management 1.6 Elect Director Don M. Lyle For For Management 2 Approve Option Exchange Program For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENTERGY CORP. Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 14, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maureen Scannell Bateman For For Management 1.2 Elect Director W. Frank Blount For For Management 1.3 Elect Director Simon D. deBree For For Management 1.4 Elect Director Claiborne P. Deming For For Management 1.5 Elect Director Alexis M. Herman For For Management 1.6 Elect Director Donald C. Hintz For For Management 1.7 Elect Director J. Wayne Leonard For For Management 1.8 Elect Director Robert v.d. Luft For For Management 1.9 Elect Director Kathleen A. Murphy For For Management 1.10 Elect Director Paul W. Murrill For For Management 1.11 Elect Director James R. Nichols For For Management 1.12 Elect Director William A. Percy, II For For Management 1.13 Elect Director Dennis H. Reilley For For Management 1.14 Elect Director Wm. Clifford Smith For For Management 1.15 Elect Director Bismark A. Steinhagen For For Management 1.16 Elect Director Steven V. Wilkinson For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 4 Restore or Provide for Cumulative Voting Against Against Shareholder 5 Prohibit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- EXELON CORP. Ticker: EXC Security ID: 30161N101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas DeBenedictis For For Management 1.2 Elect Director G. Fred Dibona, Jr. For For Management 1.3 Elect Director Sue L. Gin For For Management 1.4 Elect Director Edgar D. Jannotta For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- EXPRESSJET HOLDING, INC. Ticker: XJT Security ID: 30218U108 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kim A. Fadel For For Management 1.2 Elect Director L.E. Simmons For For Management 2 Ratify Auditors For For Management 3 Other Business None Against Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director James R. Houghton For For Management 1.3 Elect Director William R. Howell For For Management 1.4 Elect Director Reatha Clark King For For Management 1.5 Elect Director Philip E. Lippincott For For Management 1.6 Elect Director Harry J. Longwell For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Lee R. Raymond For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Restricted For For Management Stock Plan 4 Affirm Political Nonpartisanship Against Against Shareholder 5 Report on Political Against Against Shareholder Contributions/Activities 6 Report on Equatorial Guinea Against Against Shareholder 7 Separate Chairman and CEO Positions Against Against Shareholder 8 Prohibit Awards to Executives Against Against Shareholder 9 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 10 Amend EEO Statement to Include Reference Against For Shareholder to Sexual Orientation 11 Report on Climate Change Research Against Against Shareholder - -------------------------------------------------------------------------------- FANNIE MAE Ticker: FNM Security ID: 313586109 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen B. Ashley For For Management 1.2 Elect Director Kenneth M. Duberstein For For Management 1.3 Elect Director Thomas P. Gerrity For For Management 1.4 Elect Director Timothy Howard For For Management 1.5 Elect Director Ann Korologos For For Management 1.6 Elect Director Frederic V. Malek For For Management 1.7 Elect Director Donald B. Marron For For Management 1.8 Elect Director Daniel H. Mudd For For Management 1.9 Elect Director Anne M. Mulcahy For For Management 1.10 Elect Director Joe K. Pickett For For Management 1.11 Elect Director Leslie Rahl For For Management 1.12 Elect Director Franklin D. Raines For For Management 1.13 Elect Director H. Patrick Swygert For For Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sara Levinson For Withhold Management 1.2 Elect Director Joseph Neubauer For Withhold Management 1.3 Elect Director Joseph A. Pichler For Withhold Management 1.4 Elect Director Karl M. von der Heyden For Withhold Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- FIRST DATA CORP. Ticker: FDC Security ID: 319963104 Meeting Date: OCT 28, 2003 Meeting Type: Special Record Date: SEP 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- FLEETBOSTON FINANCIAL CORP. Ticker: FLT Security ID: 339030108 Meeting Date: MAR 17, 2004 Meeting Type: Special Record Date: JAN 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- FLOWERS FOODS, INC. Ticker: FLO Security ID: 343498101 Meeting Date: JUN 4, 2004 Meeting Type: Annual Record Date: APR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Franklin L. Burke For Withhold Management 1.2 Elect Director George E. Deese For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John R. H. Bond For Withhold Management 1.2 Elect Director Stephen G. Butler For For Management 1.3 Elect Director Kimberly A. Casiano For For Management 1.4 Elect Director Edsel B. Ford II For For Management 1.5 Elect Director William Clay Ford For For Management 1.6 Elect Director William Clay Ford, Jr. For For Management 1.7 Elect Director Irvine O. Hockaday, Jr. For For Management 1.8 Elect Director Marie-Josee Kravis For For Management 1.9 Elect Director Richard A. Manoogian For For Management 1.10 Elect Director Ellen R. Marram For For Management 1.11 Elect Director Homer A. Neal For For Management 1.12 Elect Director Jorma Ollila For For Management 1.13 Elect Director Carl E. Reichardt For For Management 1.14 Elect Director Robert E. Rubin For Withhold Management 1.15 Elect Director Nicholas V. Scheele For For Management 1.16 Elect Director John L. Thornton For For Management 2 Ratify Auditors For For Management 3 Increase Disclosure of Executive Against Against Shareholder Compensation 4 Establish Other Board Committee Against For Shareholder 5 Prohibit Awards to Executives Against Against Shareholder 6 Amend By Laws Relating to Board Against Against Shareholder Independence 7 Report on Greenhouse Gas Emissions Against Against Shareholder - -------------------------------------------------------------------------------- FORTUNE BRANDS, INC. Ticker: FO Security ID: 349631101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anne M. Tatlock For Withhold Management 1.2 Elect Director Norman H. Wesley For Withhold Management 1.3 Elect Director Peter M. Wilson For Withhold Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- FOX ENTERTAINMENT GROUP, INC. Ticker: FOX Security ID: 35138T107 Meeting Date: NOV 25, 2003 Meeting Type: Annual Record Date: SEP 29, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director K. Rupert Murdoch, AC For Withhold Management 1.2 Elect Director Peter Chernin For Withhold Management 1.3 Elect Director David F. DeVoe For Withhold Management 1.4 Elect Director Arthur M. Siskind For Withhold Management 1.5 Elect Director Lachlan K. Murdoch For Withhold Management 1.6 Elect Director Christos M. Cotsakos For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director Peter Powers For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FREDDIE MAC Ticker: FRE Security ID: 313400301 Meeting Date: MAR 31, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joan E. Donoghue For For Management 1.2 Elect Director Michelle Engler For For Management 1.3 Elect Director Richard Karl Goeltz For For Management 1.4 Elect Director George D. Gould For For Management 1.5 Elect Director Henry Kaufman For For Management 1.6 Elect Director John B. Mccoy For For Management 1.7 Elect Director Shaun F. O'Malley For For Management 1.8 Elect Director Ronald F. Poe For For Management 1.9 Elect Director Stephen A. Ross For For Management 1.10 Elect Director Donald J. Schuenke For For Management 1.11 Elect Director Christina Seix For For Management 1.12 Elect Director Richard F. Syron For For Management 1.13 Elect Director William J. Turner For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FRESH DEL MONTE PRODUCE INC. Ticker: FDP Security ID: G36738105 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amir Abu-Ghazaleh For For Management 1.2 Elect Director Edward L. Boykin For For Management 1.3 Elect Director Salvatore H. Alfiero For For Management 2 APPROVAL OF THE COMPANY S FINANCIAL For For Management STATEMENTS FOR THE 2003 FISCAL YEAR ENDED DECEMBER 26, 2003. 3 APPROVAL OF ERNST & YOUNG AS INDEPENDENT For For Management AUDITORS FOR THE 2004 FISCAL YEAR ENDING DECEMBER 31, 2004. 4 APPROVAL OF THE COMPANY S FINAL DIVIDEND For For Management PAYMENT FOR THE FISCAL YEAR ENDED DECEMBER 26, 2003 OF US$0.20 PER SHARE TO REGISTERED MEMBERS OF THE COMPANY ON MAY 12, 2004 TO BE PAID ON JUNE 4, 2004. - -------------------------------------------------------------------------------- GAP, INC., THE Ticker: GPS Security ID: 364760108 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard Behar For For Management 1.2 Elect Director Adrian D.P. Bellamy For For Management 1.3 Elect Director Donald G. Fisher For For Management 1.4 Elect Director Doris F. Fisher For For Management 1.5 Elect Director Robert J. Fisher For For Management 1.6 Elect Director Glenda A. Hatchett For For Management 1.7 Elect Director Penelope L. Hughes For For Management 1.8 Elect Director Bob L. Martin For For Management 1.9 Elect Director Jorge P. Montoya For For Management 1.10 Elect Director Paul S. Pressler For For Management 1.11 Elect Director James M. Schneider For For Management 1.12 Elect Director Mayo A. Shattuck III For For Management 1.13 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- GENERAL MOTORS CORP. Ticker: GM Security ID: 370442105 Meeting Date: JUN 2, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Percy N. Barnevik For For Management 1.2 Elect Director John H. Bryan For For Management 1.3 Elect Director Armando M. Codina For For Management 1.4 Elect Director George M.C. Fisher For For Management 1.5 Elect Director Karen Katen For For Management 1.6 Elect Director Kent Kresa For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Philip A. Laskawy For For Management 1.9 Elect Director E.Stanley O'Neal For For Management 1.10 Elect Director Eckhard Pfeiffer For For Management 1.11 Elect Director G.Richard Wagoner, Jr. For For Management 2 Ratify Auditors For For Management 3 Prohibit Awards to Executives Against Against Shareholder 4 Prohibit Awards to Executives Against Against Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Limit Composition of Committees to Against Against Shareholder Independent Directors 7 Report on Greenhouse Gas Emissions Against Against Shareholder 8 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 9 Establish Executive and Director Stock Against Against Shareholder Ownership Guidelines - -------------------------------------------------------------------------------- GENERAL MOTORS CORP. Ticker: GM Security ID: 370442105 Meeting Date: OCT 3, 2003 Meeting Type: Written Consent Record Date: AUG 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles For For Management 2 Amend Articles For For Management 3 Approve Hughes Split-Off For For Management 4 Approve GM/News Stock Sale For For Management 5 Approve News Stock Acquisition For For Management 6 Amend Articles For For Management - -------------------------------------------------------------------------------- GLOBESPANVIRATA INC. Ticker: GSPN Security ID: 37957V106 Meeting Date: FEB 25, 2004 Meeting Type: Special Record Date: JAN 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- GLOBESPANVIRATA INC. Ticker: GSPN Security ID: 37957V106 Meeting Date: OCT 16, 2003 Meeting Type: Annual Record Date: AUG 20, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Armando Geday For For Management 1.2 Elect Director Bami Bastani For For Management 1.3 Elect Director Steven J. Bilodeau For For Management 1.4 Elect Director Gary Bloom For For Management 1.5 Elect Director Dipanjan Deb For For Management 1.6 Elect Director John Marren For For Management 1.7 Elect Director Garry K. McGuire, Sr. For For Management 1.8 Elect Director Giuseppe Zocco For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Approve Non-Employee Director Restricted For Against Management Stock Plan 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: MAR 31, 2004 Meeting Type: Annual Record Date: FEB 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd C. Blankfein For For Management 1.2 Elect Director Lord Browne Of Madingley For For Management 1.3 Elect Director Claes Dahlback For For Management 1.4 Elect Director James A. Johnson For For Management 1.5 Elect Director Lois D. Juliber For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- GREAT PLAINS ENERGY, INC. Ticker: GXP Security ID: 391164100 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Bodde For For Management 1.2 Elect Director Michael J. Chesser For For Management 1.3 Elect Director William H. Downey For For Management 1.4 Elect Director Mark A. Ernst For For Management 1.5 Elect Director Randall C. Ferguson, Jr. For For Management 1.6 Elect Director William K. Hall For For Management 1.7 Elect Director Luis A. Jimenez For For Management 1.8 Elect Director James A. Mitchell For For Management 1.9 Elect Director William C. Nelson For For Management 1.10 Elect Director Linda H. Talbott For For Management 1.11 Elect Director Robert H. West For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GTECH HOLDINGS CORP. Ticker: GTK Security ID: 400518106 Meeting Date: AUG 4, 2003 Meeting Type: Annual Record Date: JUN 13, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Burnett W. Donoho For For Management 1.2 Elect Director James F. McCann For For Management 1.3 Elect Director W. Bruce Turner For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GUIDANT CORP. Ticker: GDT Security ID: 401698105 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maurice A. Cox, Jr. For For Management 1.2 Elect Director Nancy-Ann Min DeParle For For Management 1.3 Elect Director Ronald W. Dollens For For Management 1.4 Elect Director Enrique C. Falla For For Management 1.5 Elect Director Kristina M. Johnson, For For Management Ph.D. 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- H&R BLOCK, INC. Ticker: HRB Security ID: 093671105 Meeting Date: SEP 10, 2003 Meeting Type: Annual Record Date: JUL 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G. Kenneth Baum For For Management 1.2 Elect Director Henry F. Frigon For For Management 1.3 Elect Director Roger W. Hale For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan R. Batkin For For Management 1.2 Elect Director Frank J. Biondi, Jr. For For Management 1.3 Elect Director John M. Connors, Jr. For For Management 1.4 Elect Director Jack M. Greenberg For For Management 1.5 Elect Director Alan G. Hassenfeld For For Management 1.6 Elect Director Claudine B. Malone For For Management 1.7 Elect Director Edward M. Philip For For Management 1.8 Elect Director Paula Stern For For Management 1.9 Elect Director Alfred J. Verrecchia For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Implement and Monitor Code of Corporate Against Against Shareholder Conduct - ILO Standards - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 17, 2004 Meeting Type: Annual Record Date: JAN 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director L.T. Babbio, Jr. For For Management 1.2 Elect Director P.C. Dunn For For Management 1.3 Elect Director C.S. Fiorina For For Management 1.4 Elect Director R.A. Hackborn For For Management 1.5 Elect Director G.A. Keyworth II For For Management 1.6 Elect Director R.E. Knowling, Jr. For For Management 1.7 Elect Director S.M. Litvack For Withhold Management 1.8 Elect Director R.L. Ryan For For Management 1.9 Elect Director L.S. Salhany For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- HIBERNIA CORP. Ticker: HIB Security ID: 428656102 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. R. 'Bo' Campbell For For Management 1.2 Elect Director Richard W. Freeman, Jr. For For Management 1.3 Elect Director Randall E. Howard For For Management 1.4 Elect Director Elton R. King For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HNI CORP Ticker: HNI Security ID: 438092108 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John A. Halbrook For For Management 1.2 Elect Director Dennis J. Martin For For Management 1.3 Elect Director Jack D. Michaels For For Management 1.4 Elect Director Abbie J. Smith For For Management 2 Change Company Name For For Management 3 Amend Articles to Remove Antitakeover For For Management Provisions - -------------------------------------------------------------------------------- HOME DEPOT, INC. (THE) Ticker: HD Security ID: 437076102 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For For Management 1.2 Elect Director Richard H. Brown For For Management 1.3 Elect Director John L. Clendenin For For Management 1.4 Elect Director Berry R. Cox For For Management 1.5 Elect Director Claudio X. Gonzalez For Withhold Management 1.6 Elect Director Milledge A. Hart, III For For Management 1.7 Elect Director Bonnie G. Hill For For Management 1.8 Elect Director Kenneth G. Langone For For Management 1.9 Elect Director Robert L. Nardelli For For Management 1.10 Elect Director Roger S. Penske For For Management 2 Ratify Auditors For For Management 3 Establish Term Limits for Directors Against Against Shareholder 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 5 Performance- Based/Indexed Options Against For Shareholder 6 Adopt ILO Based Code of Conduct Against Against Shareholder 7 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 8 Require Affirmative Vote of the Majority Against Against Shareholder of the Shares to Elect Directors - -------------------------------------------------------------------------------- HUBBELL INCORPORATED Ticker: HUB.B Security ID: 443510201 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director G. Jackson Ratcliffe For For Management 1.2 Elect Director E. Richard Brooks For For Management 1.3 Elect Director George Edwards, Jr. For For Management 1.4 Elect Director Joel Hoffman For For Management 1.5 Elect Director Andrew McNally IV For For Management 1.6 Elect Director Daniel Meyer For For Management 1.7 Elect Director Timothy Powers For For Management 1.8 Elect Director Malcolm Wallop For For Management 1.9 Elect Director Daniel Van Riper For For Management 1.10 Elect Director Richard Swift For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ILLINOIS TOOL WORKS INC. Ticker: ITW Security ID: 452308109 Meeting Date: MAY 7, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Aldinger For For Management 1.2 Elect Director Michael J. Birck For For Management 1.3 Elect Director Marvin D. Brailsford For For Management 1.4 Elect Director James R. Cantalupo For For Management 1.5 Elect Director Susan Crown For For Management 1.6 Elect Director Don H. Davis, Jr. For For Management 1.7 Elect Director W. James Farrell For For Management 1.8 Elect Director Robert C. McCormack For For Management 1.9 Elect Director Robert S. Morrison For For Management 1.10 Elect Director Harold B. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- IMS HEALTH INC. Ticker: RX Security ID: 449934108 Meeting Date: MAY 7, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James D. Edwards For For Management 1.2 Elect Director David M. Thomas For For Management 1.3 Elect Director William C. Van Faasen For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder 4 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- INGERSOLL-RAND COMPANY LIMITED Ticker: IR Security ID: G4776G101 Meeting Date: JUN 2, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director P.C. Godsoe For For Management 1.2 Elect Director C.J. Horner For For Management 1.3 Elect Director O.R. Smith For For Management 2 ADOPTION OF AMENDED AND RESTATED For For Management INCENTIVE STOCK PLAN OF 1998. 3 APPROVAL OF AMENDED AND RESTATED For For Management BYE-LAWS. 4 Ratify Auditors For For Management 5 SHAREHOLDER PROPOSAL TO DECLASSIFY THE Against For Shareholder BOARD OF DIRECTORS. 6 SHAREHOLDER PROPOSAL TO CHANGE THE Against Against Shareholder COMPANY S JURISDICTION OF INCORPORATION. 7 SHAREHOLDER PROPOSAL TO REQUIRE THE Against Against Shareholder SEPARATION OF THE CHIEF EXECUTIVE OFFICER AND THE CHAIR OF THE BOARD. - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For For Management 1.2 Elect Director Charlene Barshefsky For For Management 1.3 Elect Director E. John P. Browne For For Management 1.4 Elect Director Andrew S. Grove For For Management 1.5 Elect Director D. James Guzy For Withhold Management 1.6 Elect Director Reed E. Hundt For For Management 1.7 Elect Director Paul S. Otellini For For Management 1.8 Elect Director David S. Pottruck For For Management 1.9 Elect Director Jane E. Shaw For For Management 1.10 Elect Director John L. Thornton For For Management 1.11 Elect Director David B. Yoffie For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Expense Stock Options Against For Shareholder 5 Limit/Prohibit Awards to Executives Against For Shareholder 6 Performance- Based/Indexed Options Against For Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Carlos Ghosn For For Management 1.4 Elect Director Nannerl O. Keohane For For Management 1.5 Elect Director Charles F. Knight For For Management 1.6 Elect Director Lucio A. Noto For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director John B. Slaughter For For Management 1.9 Elect Director Joan E. Spero For For Management 1.10 Elect Director Sidney Taurel For For Management 1.11 Elect Director Charles M. Vest For For Management 1.12 Elect Director Lorenzo H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Ratify Auditors for the Company's For For Management Business Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Management 5 Provide for Cumulative Voting Against For Shareholder 6 Amend Pension and Retirement Medical Against Against Shareholder Insurance Plans 7 Submit Executive Compensation to Vote Against For Shareholder 8 Expense Stock Options Against For Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 China Principles Against Against Shareholder 11 Report on Political Against Against Shareholder Contributions/Activities 12 Report on Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- INTUIT, INC. Ticker: INTU Security ID: 461202103 Meeting Date: OCT 30, 2003 Meeting Type: Annual Record Date: SEP 2, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen M. Bennett For For Management 1.2 Elect Director Christopher W. Brody For For Management 1.3 Elect Director William V. Campbell For For Management 1.4 Elect Director Scott D. Cook For For Management 1.5 Elect Director L. John Doerr For For Management 1.6 Elect Director Donna L. Dubinsky For For Management 1.7 Elect Director Michael R. Hallman For For Management 1.8 Elect Director Stratton D. Sclavos For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INVITROGEN CORP. Ticker: IVGN Security ID: 46185R100 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond V. Dittamore For For Management 1.2 Elect Director Bradley G. Lorimier For For Management 1.3 Elect Director David U'Prichard, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Amend Employee Stock Purchase Plan For For Management - -------------------------------------------------------------------------------- ISTAR FINANCIAL INC. Ticker: SFI Security ID: 45031U101 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jay Sugarman For Withhold Management 1.2 Elect Director Willis Andersen, Jr. For For Management 1.3 Elect Director Robert W. Holman, Jr. For For Management 1.4 Elect Director Robin Josephs For Withhold Management 1.5 Elect Director John G. McDonald For Withhold Management 1.6 Elect Director George R. Puskar For For Management 1.7 Elect Director Jeffrey A. Weber For For Management 2 Amend Deferred Compensation Plan For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerard N. Burrow For For Management 1.2 Elect Director Mary S. Coleman For For Management 1.3 Elect Director James G. Cullen For For Management 1.4 Elect Director Robert J. Darretta For For Management 1.5 Elect Director M. Judah Folkman For For Management 1.6 Elect Director Ann D. Jordan For For Management 1.7 Elect Director Arnold G. Langbo For For Management 1.8 Elect Director Susan L. Lindquist For For Management 1.9 Elect Director Leo F. Mullin For For Management 1.10 Elect Director Steven S Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director Henry B. Schacht For For Management 1.13 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2.1 Elect Director Hans W. Becherer For For Management 2.2 Elect Director Frank A. Bennack, Jr. For For Management 2.3 Elect Director John H. Biggs For For Management 2.4 Elect Director Lawrence A. Bossidy For For Management 2.5 Elect Director Ellen V. Futter For For Management 2.6 Elect Director William H. Gray, III For For Management 2.7 Elect Director William B. Harrison, Jr For For Management 2.8 Elect Director Helene L. Kaplan For For Management 2.9 Elect Director Lee R. Raymond For For Management 2.10 Elect Director John R. Stafford For For Management 3 Ratify Auditors For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Adjourn Meeting For Against Management 6 Establish Term Limits for Directors Against Against Shareholder 7 Charitable Contributions Against Against Shareholder 8 Political Contributions Against Against Shareholder 9 Separate Chairman and CEO Positions Against For Shareholder 10 Provide Adequate Disclosure for over the Against Against Shareholder counter Derivatives 11 Auditor Independence Against Against Shareholder 12 Submit Non-Employee Director Compensation Against Against Shareholder to Vote 13 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- KELLOGG CO. Ticker: K Security ID: 487836108 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: MAR 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Benjamin S. Carson, Sr. For For Management 1.2 Elect Director Gordon Gund For For Management 1.3 Elect Director Dorothy A. Johnson For For Management 1.4 Elect Director Ann Mclaughlin Korologos For For Management 2 Ratify Auditors For For Management 3 Report on Genetically Modified Organisms Against Against Shareholder (GMO) - -------------------------------------------------------------------------------- KIMBERLY-CLARK CORP. Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pastora San Juan Cafferty For Withhold Management 1.2 Elect Director Claudio X. Gonzalez For Withhold Management 1.3 Elect Director Linda Johnson Rice For Withhold Management 1.4 Elect Director Marc J. Shapiro For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- LEAR CORPORATION Ticker: LEA Security ID: 521865105 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry W. McCurdy For For Management 1.2 Elect Director Roy E. Parrott For For Management 1.3 Elect Director Richard F. Wallman For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- LEHMAN BROTHERS HOLDINGS INC. Ticker: LEH Security ID: 524908100 Meeting Date: APR 2, 2004 Meeting Type: Annual Record Date: FEB 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roger S. Berlind For For Management 1.2 Elect Director Marsha Johnson Evans For For Management 1.3 Elect Director Sir Christopher Gent For For Management 1.4 Elect Director Dina Merrill For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LEXMARK INTERNATIONAL, INC. Ticker: LXK Security ID: 529771107 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank T. Cary For For Management 1.2 Elect Director Paul J. Curlander For For Management 1.3 Elect Director Martin D. Walker For For Management 1.4 Elect Director James F. Hardymon For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LINCOLN NATIONAL CORP. Ticker: LNC Security ID: 534187109 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Avery For For Management 1.2 Elect Director Jon A. Boscia For For Management 1.3 Elect Director Eric G. Johnson For For Management 1.4 Elect Director Glenn F. Tilton For For Management 2 Approve Deferred Compensation Plan For For Management - -------------------------------------------------------------------------------- LIZ CLAIBORNE, INC. Ticker: LIZ Security ID: 539320101 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raul J. Fernandez For For Management 1.2 Elect Director Mary Kay Haben For For Management 1.3 Elect Director Kenneth P. Kopelman For For Management 1.4 Elect Director Arthur C. Martinez For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LOCKHEED MARTIN CORP. Ticker: LMT Security ID: 539830109 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director Norman R. Augustine For Withhold Management 1.4 Elect Director Marcus C. Bennett For For Management 1.5 Elect Director Vance D. Coffman For For Management 1.6 Elect Director Gwendolyn S. King For For Management 1.7 Elect Director Douglas H. McCorkindale For For Management 1.8 Elect Director Eugene F. Murphy For For Management 1.9 Elect Director Joseph W. Ralston For Withhold Management 1.10 Elect Director Frank Savage For For Management 1.11 Elect Director Anne Stevens For For Management 1.12 Elect Director Robert J. Stevens For For Management 1.13 Elect Director James R. Ukropina For For Management 1.14 Elect Director Douglas C. Yearley For For Management 2 Ratify Auditors For For Management 3 Report on Executive Ties to Government Against Against Shareholder 4 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 5 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services 6 Develop Ethical Criteria for Military Against Against Shareholder Contracts - -------------------------------------------------------------------------------- LSI LOGIC CORP. Ticker: LSI Security ID: 502161102 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Wilfred J. Corrigan For For Management 1.2 Elect Director James H. Keyes For For Management 1.3 Elect Director Malcolm R. Currie For For Management 1.4 Elect Director T.Z. Chu For For Management 1.5 Elect Director R. Douglas Norby For For Management 1.6 Elect Director Matthew J. O'Rourke For For Management 1.7 Elect Director Gregorio Reyes For For Management 1.8 Elect Director Larry W. Sonsini For For Management 2 Amend Employee Stock Purchase Plan For Against Management 3 Amend Employee Stock Purchase Plan For For Management 4 Approve/Amend Executive Incentive Bonus For For Management Plan 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene P. Beard For For Management 1.2 Elect Director Michael J. Dolan For For Management 1.3 Elect Director Robert A. Eckert For For Management 1.4 Elect Director Tully M. Friedman For For Management 1.5 Elect Director Ronald M. Loeb For For Management 1.6 Elect Director Andrea L. Rich For For Management 1.7 Elect Director Ronald L. Sargent For For Management 1.8 Elect Director Christopher A. Sinclair For For Management 1.9 Elect Director G. Craig Sullivan For For Management 1.10 Elect Director John L. Vogelstein For For Management 1.11 Elect Director Kathy Brittain White For For Management 2 Ratify Auditors For For Management 3 Limit Awards to Executives Against Against Shareholder 4 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- MAY DEPARTMENT STORES CO., THE Ticker: MAY Security ID: 577778103 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene S. Kahn For Withhold Management 1.2 Elect Director Helene L. Kaplan For Withhold Management 1.3 Elect Director James M. Kilts For Withhold Management 1.4 Elect Director Russell E. Palmer For Withhold Management 1.5 Elect Director William P. Stiritz For Withhold Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- MBNA CORP. Ticker: KRB Security ID: 55262L100 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: FEB 13, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Berick For Withhold Management 1.2 Elect Director Benjamin R. Civiletti For Withhold Management 1.3 Elect Director Bruce L. Hammonds For Withhold Management 1.4 Elect Director William L. Jews For For Management 1.5 Elect Director Randolph D. Lerner For Withhold Management 1.6 Elect Director Stuart L. Markowitz For For Management 1.7 Elect Director William B. Milstead For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder 4 Require Majority of Independent Directors Against For Shareholder on Board - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward A. Brennan For For Management 1.2 Elect Director Walter E. Massey For For Management 1.3 Elect Director John W. Rogers, Jr. For For Management 1.4 Elect Director Anne-Marie Slaughter For For Management 1.5 Elect Director Roger W. Stone For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve/Amend Executive Incentive Bonus For For Management Plan - -------------------------------------------------------------------------------- MCGRAW-HILL COMPANIES, INC., THE Ticker: MHP Security ID: 580645109 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pedro Aspe For For Management 1.2 Elect Director Robert P. McGraw For For Management 1.3 Elect Director Hilda Ochoa-Brillembourg For For Management 1.4 Elect Director Edward B. Rust, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- MCKESSON CORP. Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 30, 2003 Meeting Type: Annual Record Date: JUN 3, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alton F. Irby III For For Management 1.2 Elect Director James V. Napier For For Management 2 Ratify Auditors For For Management 3 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter C. Wendell For For Management 1.2 Elect Director William G. Bowen For For Management 1.3 Elect Director William M. Daley For For Management 1.4 Elect Director Thomas E. Shenk For For Management 1.5 Elect Director Wendell P. Weeks For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Prohibit Awards to Executives Against Against Shareholder 5 Develop Ethical Criteria for Patent Against Against Shareholder Extension 6 Link Executive Compensation to Social Against Against Shareholder Issues 7 Report on Political Contributions Against Against Shareholder 8 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 23, 2004 Meeting Type: Annual Record Date: FEB 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David K. Newbigging For For Management 1.2 Elect Director Joseph W. Prueher For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Curtis H. Barnette For For Management 1.2 Elect Director John C. Danforth For Withhold Management 1.3 Elect Director Burton A. Dole, Jr. For For Management 1.4 Elect Director Harry P. Kamen For Withhold Management 1.5 Elect Director Charles M. Leighton For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Ratify Auditors For For Management 6 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 11, 2003 Meeting Type: Annual Record Date: SEP 12, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash, Jr., Ph.D. For For Management 1.4 Elect Director Raymond V. Gilmartin For For Management 1.5 Elect Director Ann McLaughlin Korologos For For Management 1.6 Elect Director David F. Marquardt For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Dr. Helmut Panke For For Management 1.9 Elect Director Wm. G. Reed, Jr. For For Management 1.10 Elect Director Jon A. Shirley For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Refrain from Giving Charitable Against Against Shareholder Contributions - -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 29, 2004 Meeting Type: Annual Record Date: DEC 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank V. Atlee III For For Management 1.2 Elect Director Gwendolyn S. King For For Management 1.3 Elect Director Sharon R. Long, Ph.D. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Impact of Genetically Against Against Shareholder Engineered Seed 5 Report on Export of Hazardous Pesticides Against Against Shareholder 6 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MWD Security ID: 617446448 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Madigan For Withhold Management 1.2 Elect Director Dr. Klaus Zumwinkel For For Management 1.3 Elect Director Sir Howard Davies For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder 4 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 5 Report on Political Against Against Shareholder Contributions/Activities - -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 3, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward Zander For For Management 1.2 Elect Director H. Laurence Fuller For For Management 1.3 Elect Director Judy Lewent For For Management 1.4 Elect Director Walter Massey For For Management 1.5 Elect Director Nicholas Negroponte For For Management 1.6 Elect Director Indra Nooyi For For Management 1.7 Elect Director John Pepper, Jr. For For Management 1.8 Elect Director Samuel Scott III For For Management 1.9 Elect Director Douglas Warner III For For Management 1.10 Elect Director John White For For Management 1.11 Elect Director Mike Zafirovski For For Management 2 Limit Executive Compensation Against Against Shareholder 3 Limit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- MYLAN LABORATORIES INC. Ticker: MYL Security ID: 628530107 Meeting Date: JUL 25, 2003 Meeting Type: Annual Record Date: MAY 23, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Milan Puskar For For Management 1.2 Elect Director Robert J. Coury For For Management 1.3 Elect Director Wendy Cameron For For Management 1.4 Elect Director Laurence S. DeLynn For For Management 1.5 Elect Director John C. Gaisford, M.D. For For Management 1.6 Elect Director Douglas J. Leech For Withhold Management 1.7 Elect Director Joseph C. Maroon, M.D. For For Management 1.8 Elect Director Patricia A. Sunseri For For Management 1.9 Elect Director C.B. Todd For For Management 1.10 Elect Director Randall L. Vanderveen, For For Management Ph.D. 1.11 Elect Director Stuart A. Williams, Esq. For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- NCR CORPORATION Ticker: NCR Security ID: 62886E108 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: FEB 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward P. Boykin For For Management 1.2 Elect Director Linda Fayne Levinson For For Management 1.3 Elect Director Victor L. Lund For For Management 1.4 Elect Director James M. Ringler For For Management 2 Ratify Auditors For For Management 3 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services 4 Prohibit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- NEWMONT MINING CORP. (HOLDING COMPANY) Ticker: NEM Security ID: 651639106 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glen A. Barton For For Management 1.2 Elect Director Vincent A. Calarco For For Management 1.3 Elect Director Michael S. Hamson For For Management 1.4 Elect Director Leo I. Higdon, Jr. For For Management 1.5 Elect Director Pierre Lassonde For For Management 1.6 Elect Director Robert J. Miller For For Management 1.7 Elect Director Wayne W. Murdy For For Management 1.8 Elect Director Robin A. Plumbridge For For Management 1.9 Elect Director John B. Prescott For For Management 1.10 Elect Director Michael K. Reilly For For Management 1.11 Elect Director Seymour Schulich For For Management 1.12 Elect Director James V. Taranik For For Management 2 Ratify Auditors For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- NEXTEL COMMUNICATIONS, INC. Ticker: NXTL Security ID: 65332V103 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith J. Bane For For Management 1.2 Elect Director V. Janet Hill For For Management 2 Ratify Auditors For For Management 3 Amend Employee Stock Purchase Plan For For Management - -------------------------------------------------------------------------------- NORDSTROM, INC. Ticker: JWN Security ID: 655664100 Meeting Date: JUN 22, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. Wayne Gittinger For For Management 1.2 Elect Director Enrique Hernandez, Jr. For For Management 1.3 Elect Director Jeanne P. Jackson For For Management 1.4 Elect Director Bruce A. Nordstrom For For Management 1.5 Elect Director John N. Nordstrom For For Management 1.6 Elect Director Alfred E. Osborne, Jr., For For Management Ph.D. 1.7 Elect Director William D. Ruckelshaus For For Management 1.8 Elect Director Alison A. Winter For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHERN TRUST CORP. Ticker: NTRS Security ID: 665859104 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Duane L. Burnham For For Management 1.2 Elect Director Dolores E. Cross For For Management 1.3 Elect Director Susan Crown For For Management 1.4 Elect Director Robert S. Hamada For For Management 1.5 Elect Director Robert A. Helman For Withhold Management 1.6 Elect Director Dipak C. Jain For For Management 1.7 Elect Director Arthur L. Kelly For For Management 1.8 Elect Director Robert C. Mccormack For For Management 1.9 Elect Director Edward J. Mooney For For Management 1.10 Elect Director William A. Osborn For For Management 1.11 Elect Director John W. Rowe For For Management 1.12 Elect Director Harold B. Smith For For Management 1.13 Elect Director William D. Smithburg For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORP. Ticker: OXY Security ID: 674599105 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald W. Burkle For For Management 1.2 Elect Director John S. Chalsty For For Management 1.3 Elect Director Edward P. Djerejian For For Management 1.4 Elect Director R. Chad Dreier For For Management 1.5 Elect Director John E. Feick For For Management 1.6 Elect Director Ray R. Irani For For Management 1.7 Elect Director Dale R. Laurance For For Management 1.8 Elect Director Irvin W. Maloney For For Management 1.9 Elect Director Rodolfo Segovia For For Management 1.10 Elect Director Aziz D. Syriani For For Management 1.11 Elect Director Rosemary Tomich For For Management 1.12 Elect Director Walter L. Weisman For For Management 2 Ratify Auditors For For Management 3 Amend Non-Employee Director Restricted For For Management Stock Plan 4 Prohibit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- OLD REPUBLIC INTERNATIONAL CORP. Ticker: ORI Security ID: 680223104 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jimmy A. Dew For Withhold Management 1.2 Elect Director John M. Dixon For Withhold Management 1.3 Elect Director Wilbur S. Legg For Withhold Management 1.4 Elect Director John W. Popp For Withhold Management - -------------------------------------------------------------------------------- ORACLE CORP. Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 13, 2003 Meeting Type: Annual Record Date: AUG 21, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence J. Ellison For For Management 1.2 Elect Director Donald L. Lucas For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Jeffrey O. Henley For For Management 1.5 Elect Director Jack F. Kemp For For Management 1.6 Elect Director Jeffrey Berg For For Management 1.7 Elect Director Safra Catz For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Joseph A. Grundfest For For Management 1.10 Elect Director H. Raymond Bingham For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Amend Non-Employee Director Omnibus Stock For For Management Plan 5 Implement China Principles Against Against Shareholder - -------------------------------------------------------------------------------- PACCAR INC. Ticker: PCAR Security ID: 693718108 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David K. Newbigging For For Management 1.2 Elect Director Harry C. Stonecipher For For Management 1.3 Elect Director Harold A. Wagner For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Deferred Compensation Plan For For Management 4 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 5 Limit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- PEPSIAMERICAS, INC. Ticker: PAS Security ID: 71343P200 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 4, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brenda C. Barnes For For Management 1.2 Elect Director Herbert M. Baum For For Management 1.3 Elect Director Richard G. Cline For For Management 1.4 Elect Director Pierre S. Du Pont For For Management 1.5 Elect Director Archie R. Dykes For For Management 1.6 Elect Director Jarobin Gilbert, Jr. For For Management 1.7 Elect Director Matthew M. Mckenna For For Management 1.8 Elect Director Lionel L. Nowell, III For For Management 1.9 Elect Director Robert C. Pohlad For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Limit Awards to Executives Against For Shareholder 5 Report on Recycling Policy Against Against Shareholder - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Akers For For Management 1.2 Elect Director Robert E. Allen For For Management 1.3 Elect Director Ray L. Hunt For For Management 1.4 Elect Director Arthur C. Martinez For For Management 1.5 Elect Director Indra K. Nooyi For For Management 1.6 Elect Director Franklin D. Raines For For Management 1.7 Elect Director Steven S. Reinemund For For Management 1.8 Elect Director Sharon Percy Rockefeller For For Management 1.9 Elect Director James J. Schiro For For Management 1.10 Elect Director Franklin A. Thomas For For Management 1.11 Elect Director Cynthia M. Trudell For For Management 1.12 Elect Director Solomon D. Trujillo For For Management 1.13 Elect Director Daniel Vasella For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Report on Political Against Against Shareholder Contributions/Activities 5 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic - -------------------------------------------------------------------------------- PERKINELMER INC. Ticker: PKI Security ID: 714046109 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tamara J. Erickson For For Management 1.2 Elect Director Nicholas A. Lopardo For For Management 1.3 Elect Director Alexis P. Michas For For Management 1.4 Elect Director James C. Mullen For For Management 1.5 Elect Director Dr. Vicki L. Sato For For Management 1.6 Elect Director Gabriel Schmergel For For Management 1.7 Elect Director Kenton J. Sicchitano For For Management 1.8 Elect Director Gregory L. Summe For For Management 1.9 Elect Director G. Robert Tod For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For For Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For For Management 1.10 Elect Director Henry A. Mckinnell For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Franklin D. Raines For For Management 1.13 Elect Director Ruth J. Simmons For For Management 1.14 Elect Director William C. Steere, Jr. For For Management 1.15 Elect Director Jean-Paul Valles For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Report on Operational Impact of HIV/AIDS, Against Against Shareholder TB, and Malaria Pandemic 5 Cease Political Contributions/Activities Against Against Shareholder 6 Report on Political Against Against Shareholder Contributions/Activities 7 Establish Term Limits for Directors Against Against Shareholder 8 Report on Drug Pricing Against Against Shareholder 9 Limit Awards to Executives Against Against Shareholder 10 Amend Animal Testing Policy Against Against Shareholder - -------------------------------------------------------------------------------- PHELPS DODGE CORP. Ticker: PD Security ID: 717265102 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: APR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marie L. Knowles For For Management 1.2 Elect Director Jon C. Madonna For For Management 1.3 Elect Director Gordon R. Parker For For Management 1.4 Elect Director Robert D. Johnson For For Management 2 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Chellgren For For Management 1.2 Elect Director Robert Clay For For Management 1.3 Elect Director J. Gary Cooper For For Management 1.4 Elect Director George Davidson, Jr. For For Management 1.5 Elect Director Richard Kelson For Withhold Management 1.6 Elect Director Bruce Lindsay For For Management 1.7 Elect Director Anthony Massaro For For Management 1.8 Elect Director Thomas O'Brien For For Management 1.9 Elect Director Jane Pepper For For Management 1.10 Elect Director James Rohr For For Management 1.11 Elect Director Lorene Steffes For For Management 1.12 Elect Director Dennis Strigl For For Management 1.13 Elect Director Stephen Thieke For For Management 1.14 Elect Director Thomas Usher For For Management 1.15 Elect Director Milton Washington For For Management 1.16 Elect Director Helge Wehmeier For For Management - -------------------------------------------------------------------------------- POLYCOM, INC. Ticker: PLCM Security ID: 73172K104 Meeting Date: JUN 2, 2004 Meeting Type: Annual Record Date: APR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy S. Atkins For For Management 1.2 Elect Director John Seely Brown For For Management 1.3 Elect Director Robert C. Hagerty For For Management 1.4 Elect Director John A. Kelley, Jr. For For Management 1.5 Elect Director Michael R. Kourey For For Management 1.6 Elect Director Stanley J. Meresman For For Management 1.7 Elect Director William A. Owens For Withhold Management 1.8 Elect Director Durk I. Jager For For Management 1.9 Elect Director Thomas G. Stemberg For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Berges For For Management 1.2 Elect Director Erroll B. Davis, Jr. For For Management 1.3 Elect Director Victoria F. Haynes For For Management 1.4 Elect Director Allen J. Krowe For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRINCIPAL FINANCIAL GROUP, INC. Ticker: PFG Security ID: 74251V102 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David J. Drury For For Management 1.2 Elect Director C. Daniel Gelatt For For Management 1.3 Elect Director Sandra L. Helton For For Management 1.4 Elect Director Federico F. Pena For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2003 Meeting Type: Annual Record Date: AUG 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman R. Augustine For For Management 1.2 Elect Director A.G. Lafley For For Management 1.3 Elect Director Johnathan A. Rodgers For For Management 1.4 Elect Director John F. Smith, Jr. For For Management 1.5 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For Against Management Stock Plan 4 Declassify the Board of Directors Against For Shareholder 5 Label Genetically Engineered Foods Against Against Shareholder - -------------------------------------------------------------------------------- PROGRESSIVE CORP., THE Ticker: PGR Security ID: 743315103 Meeting Date: APR 16, 2004 Meeting Type: Annual Record Date: FEB 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter B. Lewis For For Management 1.2 Elect Director Glenn M. Renwick For For Management 1.3 Elect Director Donald B. Shackelford For For Management 2 Amend Articles to Issue Shares without For For Management Issuing Physical Certificates 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL INC Ticker: PRU Security ID: 744320102 Meeting Date: JUN 8, 2004 Meeting Type: Annual Record Date: APR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur F. Ryan For For Management 1.2 Elect Director Gaston Caperton For For Management 1.3 Elect Director Gilbert F. Casellas For For Management 1.4 Elect Director Karl J. Krapek For For Management 1.5 Elect Director Ida F.S. Schmertz For For Management 2 Ratify Auditors For For Management 3 Cease Charitable Contributions Against Against Shareholder 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- QUALCOMM INC. Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 2, 2004 Meeting Type: Annual Record Date: JAN 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Adelia A. Coffman For Withhold Management 1.2 Elect Director Raymond V. Dittamore For For Management 1.3 Elect Director Irwin Mark Jacobs For For Management 1.4 Elect Director Richard Sulpizio For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- RADIOSHACK CORP. Ticker: RSH Security ID: 750438103 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Belatti For For Management 1.2 Elect Director Ronald E. Elmquist For For Management 1.3 Elect Director Robert S. Falcone For For Management 1.4 Elect Director Daniel R. Feehan For For Management 1.5 Elect Director Richard J. Hernandez For For Management 1.6 Elect Director Lawrence V. Jackson For Withhold Management 1.7 Elect Director Robert J. Kamerschen For For Management 1.8 Elect Director H. Eugene Lockhart For For Management 1.9 Elect Director Jack L. Messman For For Management 1.10 Elect Director William G. Morton, Jr. For For Management 1.11 Elect Director Thomas G. Plaskett For For Management 1.12 Elect Director Leonard H. Roberts For For Management 1.13 Elect Director Edwina D. Woodbury For For Management 2 Approve Deferred Compensation Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- RENAISSANCERE HOLDINGS LTD. Ticker: RNR Security ID: G7496G103 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Hecht For For Management 1.2 Elect Director William I. Riker For For Management 1.3 Elect Director Nicholas L. Trivisonno For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROCKWELL AUTOMATION INC Ticker: ROK Security ID: 773903109 Meeting Date: FEB 4, 2004 Meeting Type: Annual Record Date: DEC 8, 2003 # Proposal Mgt Rec Vote Cast Sponsor A.1 Elect Director Don H. Davis, Jr. For For Management A.2 Elect Director William H. Gray, III For For Management A.3 Elect Director William T. McCormick, Jr. For For Management A.4 Elect Director Keith D. Nosbusch For For Management B Ratify Auditors For For Management C Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- RPM INTERNATIONAL INC. Ticker: RPM Security ID: 749685103 Meeting Date: OCT 10, 2003 Meeting Type: Annual Record Date: AUG 15, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce A. Carbonari For For Management 1.2 Elect Director James A. Karman For For Management 1.3 Elect Director Donald K. Miller For For Management 1.4 Elect Director Joseph P. Viviano For For Management 2 Approve Non-Employee Director Restricted For For Management Stock Plan - -------------------------------------------------------------------------------- SARA LEE CORP. Ticker: SLE Security ID: 803111103 Meeting Date: OCT 30, 2003 Meeting Type: Annual Record Date: SEP 2, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.T. Battenberg III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director James S. Crown For For Management 1.4 Elect Director Willie D. Davis For For Management 1.5 Elect Director Vernon E. Jordan, Jr. For For Management 1.6 Elect Director Laurette T. Koellner For For Management 1.7 Elect Director Cornelis J.A. Van Lede For For Management 1.8 Elect Director Joan D. Manley For For Management 1.9 Elect Director Cary D. McMillan For For Management 1.10 Elect Director C. Steven McMillan For For Management 1.11 Elect Director Rozanne L. Ridgway For For Management 1.12 Elect Director Richard L. Thomas For For Management 2 Ratify Auditors For For Management 3 Report on Charitable Contributions Against Against Shareholder 4 Implement and Monitor Code of Corporate Against Against Shareholder Conduct - ILO Standards - -------------------------------------------------------------------------------- SBC COMMUNICATIONS INC. Ticker: SBC Security ID: 78387G103 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. Barnes For For Management 1.2 Elect Director James A. Henderson For For Management 1.3 Elect Director John B. McCoy For For Management 1.4 Elect Director S. Donley Ritchey For For Management 1.5 Elect Director Joyce M. Roche For For Management 1.6 Elect Director Patricia P. Upton For For Management 2 Ratify Auditors For For Management 3 Amend Bylaws For For Management 4 Report on Political Against Against Shareholder Contributions/Activities 5 Change Size of Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director A. Lajous For For Management 1.6 Elect Director A. Levy-Lang For For Management 1.7 Elect Director D. Primat For For Management 1.8 Elect Director T. Sandvold For For Management 1.9 Elect Director N. Seydoux For For Management 1.10 Elect Director L.G. Stuntz For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 APPROVAL OF ADOPTION OF THE 2004 STOCK For For Management AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS 4 APPROVAL OF AUDITORS For For Management - -------------------------------------------------------------------------------- SHERWIN-WILLIAMS CO., THE Ticker: SHW Security ID: 824348106 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: FEB 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Boland For For Management 1.2 Elect Director John G. Breen For For Management 1.3 Elect Director Duane E. Collins For For Management 1.4 Elect Director Christopher M. Connor For For Management 1.5 Elect Director Daniel E. Evans For For Management 1.6 Elect Director Susan J. Kropf For Withhold Management 1.7 Elect Director Robert W. Mahoney For For Management 1.8 Elect Director Gary E. McCullough For For Management 1.9 Elect Director A. Malachi Mixon, III For For Management 1.10 Elect Director Curtis E. Moll For Withhold Management 1.11 Elect Director Joseph M. Scaminace For For Management 1.12 Elect Director Richard K. Smucker For For Management 2 Amend Bylaws For Against Management 3 Amend Bylaws For For Management 4 Amend Nomination Procedures for the Board For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SIEBEL SYSTEMS, INC. Ticker: SEBL Security ID: 826170102 Meeting Date: JUN 23, 2004 Meeting Type: Annual Record Date: APR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Scott Hartz For For Management 1.2 Elect Director Charles R. Schwab For For Management 1.3 Elect Director George T. Shaheen For For Management 1.4 Elect Director John W. White For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Abstain For Shareholder - -------------------------------------------------------------------------------- SPRINT CORP. Ticker: FON Security ID: 852061100 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon M. Bethune For For Management 1.2 Elect Director E. Linn Draper, Jr. For For Management 1.3 Elect Director Deborah A. Henretta For For Management 1.4 Elect Director Linda Koch Lorimer For Withhold Management 2 Ratify Auditors For For Management 3 Performance- Based/Indexed Options Against For Shareholder 4 Limit Executive Compensation Against Against Shareholder 5 Separate Chairman and CEO Positions Against For Shareholder 6 Report on Foreign Outsourcing Against Against Shareholder - -------------------------------------------------------------------------------- STAPLES, INC. Ticker: SPLS Security ID: 855030102 Meeting Date: JUN 17, 2004 Meeting Type: Annual Record Date: APR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur M. Blank For For Management 1.2 Elect Director Gary L. Crittenden For For Management 1.3 Elect Director Martin Trust For For Management 1.4 Elect Director Paul F. Walsh For For Management 2 Approve Omnibus Stock Plan For For Management 3 Amend Employee Stock Purchase Plan For For Management 4 Amend Employee Stock Purchase Plan For For Management 5 Ratify Auditors For For Management 6 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 7 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote 8 Limit Executive Compensation Against Against Shareholder 9 Prohibit Auditor from Providing Non-Audit Against Against Shareholder Services - -------------------------------------------------------------------------------- STATE STREET CORP. (BOSTON) Ticker: STT Security ID: 857477103 Meeting Date: APR 21, 2004 Meeting Type: Annual Record Date: FEB 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kennett Burnes For For Management 1.2 Elect Director David Gruber For For Management 1.3 Elect Director Linda Hill For For Management 1.4 Elect Director Charles Lamantia For For Management 1.5 Elect Director Robert Weissman For For Management 2 Exempt Board of Directors from Against For Shareholder Massachusetts General Laws, Chapter 156B, Section 50A(a) - -------------------------------------------------------------------------------- STORAGE TECHNOLOGY CORP. Ticker: STK Security ID: 862111200 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Adams For For Management 1.2 Elect Director Charles E. Foster For For Management 1.3 Elect Director Mercedes Johnson For For Management 1.4 Elect Director William T. Kerr For For Management 1.5 Elect Director Robert E. Lee For For Management 1.6 Elect Director Patrick J. Martin For For Management 1.7 Elect Director Judy C. Odom For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- SUPERVALU INC. Ticker: SVU Security ID: 868536103 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles M. Lillis For For Management 1.2 Elect Director Jeffrey Noodle For For Management 1.3 Elect Director Steven S. Rogers For For Management 1.4 Elect Director Ronald E. Daly For For Management 1.5 Elect Director Marissa Peterson For For Management 2 Ratify Auditors For For Management 3 Require Affirmative Vote of the Majority Against Against Shareholder of the Shares to Elect Directors - -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INC. Ticker: TXN Security ID: 882508104 Meeting Date: APR 15, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Adams For For Management 1.2 Elect Director David L. Boren For For Management 1.3 Elect Director Daniel A. Carp For For Management 1.4 Elect Director Thomas J. Engibous For For Management 1.5 Elect Director Gerald W. Fronterhouse For For Management 1.6 Elect Director David R. Goode For For Management 1.7 Elect Director Wayne R. Sanders For For Management 1.8 Elect Director Ruth J. Simmons For For Management 1.9 Elect Director Richard K. Templeton For For Management 1.10 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- TEXTRON INC. Ticker: TXT Security ID: 883203101 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen M. Bader For For Management 1.2 Elect Director R. Kerry Clark For For Management 1.3 Elect Director Ivor J. Evans For For Management 1.4 Elect Director Lord Powell of Bayswater For For Management KCMG 2 Amend Omnibus Stock Plan For For Management 3 Approve Stock-for-Salary/Bonus Plan For For Management 4 Ratify Auditors For For Management 5 Report on Foreign Weapons Sales Against Against Shareholder 6 Report on Political Against Against Shareholder Contributions/Activities 7 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- THERMO ELECTRON CORP. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marijn E. Dekkers For For Management 1.2 Elect Director Robert A. McCabe For For Management 1.3 Elect Director Robert W. O'Leary For For Management 2 Ratify Auditors For For Management 3 Limit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: MAR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Stephen F. Bollenbach For For Management 1.3 Elect Director Stephen M. Case For For Management 1.4 Elect Director Frank J. Caufield For For Management 1.5 Elect Director Robert C. Clark For For Management 1.6 Elect Director Miles R. Gilburne For For Management 1.7 Elect Director Carla A. Hills For For Management 1.8 Elect Director Reuben Mark For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Richard D. Parsons For For Management 1.12 Elect Director R. E. Turner For For Management 1.13 Elect Director Francis T. Vincent, Jr. For For Management 2 Ratify Auditors For For Management 3 Adopt China Principles Against Against Shareholder 4 Report on Pay Disparity Against Against Shareholder - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: 902124106 Meeting Date: MAR 25, 2004 Meeting Type: Annual Record Date: MAR 25, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis C. Blair For For Management 1.2 Elect Director Edward D. Breen For For Management 1.3 Elect Director George W. Buckley For For Management 1.4 Elect Director Brian Duperreault For For Management 1.5 Elect Director Bruce S. Gordon For For Management 1.6 Elect Director John A. Krol For For Management 1.7 Elect Director Mackey J. Mcdonald For For Management 1.8 Elect Director H. Carl Mccall For For Management 1.9 Elect Director Brendan R. O'Neill For For Management 1.10 Elect Director Sandra S. Wijnberg For For Management 1.11 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 ADOPTION OF THE AMENDED AND RESTATED For For Management BYE-LAWS. 4 APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For For Management PLAN. 5 SHAREHOLDER PROPOSAL REGARDING For For Shareholder ENVIRONMENTAL REPORTING. 6 SHAREHOLDER PROPOSAL TO CHANGE TYCO S Against Against Shareholder JURISDICTION OF INCORPORATION FROM BERMUDA TO A U.S. STATE. 7 SHAREHOLDER PROPOSAL ON COMMON SENSE Against Against Shareholder EXECUTIVE COMPENSATION. - -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victoria Buyniski For Withhold Management Gluckman 1.2 Elect Director Arthur D. Collins, Jr. For Withhold Management 1.3 Elect Director Jerry W. Levin For Withhold Management 1.4 Elect Director Thomas E. Petry For Withhold Management 1.5 Elect Director Richard G. Reiten For Withhold Management 2 Ratify Auditors For For Management 3 Limit Executive Compensation Against Against Shareholder 4 Submit Executive Compensation to Vote Against For Shareholder 5 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter - -------------------------------------------------------------------------------- UNILEVER N.V. Ticker: UN Security ID: 904784709 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 24, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 ADOPTION OF THE ANNUAL ACCOUNTS AND For For Management APPROPRIATION OF THE PROFIT FOR THE 2003 FINANCIAL YEAR. 2 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Management DIRECTORS. 3 CORPORATE GOVERNANCE AND ALTERATIONS TO For For Management THE ARTICLES OF ASSOCIATION. 4.1 Elect Director A. Burgmans For For Management 4.2 Elect Director Ac Butler For For Management 4.3 Elect Director Pj Cescau For For Management 4.4 Elect Director Kb Dadiseth For For Management 4.5 Elect Director Nwa Fitzgerald Kbe For For Management 4.6 Elect Director Ar Baron Van Heemstra For For Management 4.7 Elect Director Rhp Markham For For Management 4.8 Elect Director Cj Van Der Graaf For For Management 4.9 Elect Director Lord Brittan* For For Management 4.10 Elect Director Baroness Chalker* For For Management 4.11 Elect Director B Collomb* For For Management 4.12 Elect Director Professor W Dik* For For Management 4.13 Elect Director O Fanjul* For For Management 4.14 Elect Director Cx Gonzalez* For For Management 4.15 Elect Director H Kopper* For For Management 4.16 Elect Director Lord Simon* For For Management 4.17 Elect Director J Van Der Veer* For For Management 5 REMUNERATION OF NON-EXECUTIVE DIRECTORS. For For Management 6 Ratify Auditors For For Management 7 DESIGNATION, IN ACCORDANCE WITH ARTICLES For Against Management 96 AND 96A OF BOOK 2 OF THE NETHERLANDS CIVIL CODE, OF THE BOARD OF DIRECTORS AS THE COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE OF SHARES IN THE COMPANY. 8 AUTHORIZATION, IN ACCORDANCE WITH ARTICLE For For Management 98 OF BOOK 2 OF THE NETHERLANDS CIVIL CODE, OF THE BOARD OF DIRECTORS TO PURCHASE SHARES IN THE COMPANY AND DEPOSITARY RECEIPTS THEREFOR. 9 AUTHORIZATION, IN ACCORDANCE WITH ARTICLE For For Management 119 OF BOOK 2 OF THE NETHERLANDS CIVIL CODE, OF THE BOARD OF DIRECTORS TO DETERMINE A REGISTRATION TIME FOR THE EXERCISE OF THE RIGHTS TO ATTEND THE GENERAL MEETING AND TO VOTE THEREAT. - -------------------------------------------------------------------------------- UNIONBANCAL CORP. Ticker: UB Security ID: 908906100 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David R. Andrews For For Management 1.2 Elect Director L. Dale Crandall For For Management 1.3 Elect Director Richard D. Farman For For Management 1.4 Elect Director Stanley F. Farrar For For Management 1.5 Elect Director Philip B. Fylnn For For Management 1.6 Elect Director Michael J. Gillfillan For For Management 1.7 Elect Director Richard C. Hartnack For For Management 1.8 Elect Director Norimichi Kanari For For Management 1.9 Elect Director Satoru Kishi For Withhold Management 1.10 Elect Director Monica C. Lozano For For Management 1.11 Elect Director Mary S. Metz For For Management 1.12 Elect Director Takahiro Moriguchi For Withhold Management 1.13 Elect Director J. Fernando Niebla For For Management 1.14 Elect Director Takaharu Saegusa For For Management 1.15 Elect Director Tetsuo Shimura For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Provide for Cumulative Voting Against For Shareholder - -------------------------------------------------------------------------------- UNITED ONLINE, INC. Ticker: UNTD Security ID: 911268100 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Berglass For For Management 1.2 Elect Director Kenneth L. Coleman For For Management 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 14, 2004 Meeting Type: Annual Record Date: FEB 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Betsy J. Bernard For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director Jean-Pierre Garnier For For Management 1.4 Elect Director Jamie S. Gorelick For For Management 1.5 Elect Director Charles R. Lee For For Management 1.6 Elect Director Richard D. McCormick For For Management 1.7 Elect Director Harold McGraw III For For Management 1.8 Elect Director Frank P. Popoff For For Management 1.9 Elect Director H. Patrick Swygert For For Management 1.10 Elect Director Andre Villeneuve For For Management 1.11 Elect Director H. A. Wagner For For Management 1.12 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Disclosure of Executive Compensation Against Against Shareholder 4 Develop Ethical Criteria for Military Against Against Shareholder Contracts 5 Performance-Based/Indexed Options Against For Shareholder 6 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Ballard, Jr. For For Management 1.2 Elect Director Richard T. Burke For For Management 1.3 Elect Director Stephen J. Hemsley For For Management 1.4 Elect Director Donna E. Shalala For For Management 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder 4 Limit Awards to Executives Against Against Shareholder - -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: FEB 19, 2004 Meeting Type: Annual Record Date: DEC 22, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Seely Brown For For Management 1.2 Elect Director Samuel Hellman For For Management 1.3 Elect Director Terry R. Lautenbach For For Management 2 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- VARIAN MEDICAL SYSTEMS INC Ticker: VAR Security ID: 92220P105 Meeting Date: JUN 10, 2004 Meeting Type: Special Record Date: APR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- VERISIGN INC Ticker: VRSN Security ID: 92343E102 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. James Bidzos For For Management 1.2 Elect Director William L. Chenevich For For Management 1.3 Elect Director Gregory L. Reyes For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: APR 28, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Barker For For Management 1.2 Elect Director Richard L. Carrion For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Thomas H. O'Brien For For Management 1.7 Elect Director Hugh B. Price For For Management 1.8 Elect Director Ivan G. Seidenberg For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director John R. Stafford For For Management 1.11 Elect Director Robert D. Storey For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against For Shareholder 4 Require Majority of Independent Directors Against Against Shareholder on Board 5 Separate Chairman and CEO Positions Against For Shareholder 6 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote 7 Submit Executive Compensation to Vote Against For Shareholder 8 Prohibit Awards to Executives Against Against Shareholder 9 Report on Stock Option Distribution by Against Against Shareholder Race and Gender 10 Report on Political Against Against Shareholder Contributions/Activities 11 Cease Charitable Contributions Against Against Shareholder - -------------------------------------------------------------------------------- VIAD CORP. Ticker: VVI Security ID: 92552R109 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jess Hay For For Management 1.2 Elect Director Linda Johnson Rice For For Management 1.3 Elect Director Albert M. Teplin For For Management 1.4 Elect Director Timothy R. Wallace For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Reverse Stock Split For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VULCAN MATERIALS CO. Ticker: VMC Security ID: 929160109 Meeting Date: MAY 14, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Orin R. Smith For For Management 1.2 Elect Director Douglas J. McGregor For For Management 1.3 Elect Director Donald B. Rice For For Management 1.4 Elect Director Vincent J. Trosino For For Management 2 Approve Non-Employee Director Restricted For For Management Stock Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903102 Meeting Date: APR 20, 2004 Meeting Type: Annual Record Date: FEB 18, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. Balloun For For Management 1.2 Elect Director John T. Casteen, III For For Management 1.3 Elect Director Joseph Neubauer For For Management 1.4 Elect Director Lanty L. Smith For For Management 1.5 Elect Director Dona Davis Young For For Management 2 Ratify Auditors For For Management 3 Require Two Candidates for Each Board Against Against Shareholder Seat 4 Report on Political Against Against Shareholder Contributions/Activities 5 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 4, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Breyer For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Thomas M. Coughlin For For Management 1.4 Elect Director David D. Glass For For Management 1.5 Elect Director Roland A. Hernandez For For Management 1.6 Elect Director Dawn G. Lepore For For Management 1.7 Elect Director John D. Opie For For Management 1.8 Elect Director J. Paul Reason For For Management 1.9 Elect Director H. Lee Scott, Jr. For For Management 1.10 Elect Director Jack C. Shewmaker For For Management 1.11 Elect Director Jose H. Villarreal For For Management 1.12 Elect Director John T. Walton For For Management 1.13 Elect Director S. Robson Walton For For Management 1.14 Elect Director Christopher J. Williams For For Management 2 Approve Stock Option Plan For For Management 3 Approve Stock Option Plan For For Management 4 Amend Employee Stock Purchase Plan For For Management 5 Ratify Auditors For For Management 6 Separate Chairman and CEO Positions Against For Shareholder 7 Prepare Sustainability Report Against For Shareholder 8 Report on Stock Option Distribution by Against For Shareholder Race and Gender 9 Report on Genetically Modified Organisms Against Against Shareholder (GMO) 10 Prepare Diversity Report Against For Shareholder 11 Submit Executive Compensation to Vote Against For Shareholder - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: MAR 3, 2004 Meeting Type: Annual Record Date: JAN 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Bryson For For Management 1.2 Elect Director John S. Chen For For Management 1.3 Elect Director Michael D. Eisner For Withhold Management 1.4 Elect Director Judith L. Estrin For For Management 1.5 Elect Director Robert A. Iger For For Management 1.6 Elect Director Aylwin B. Lewis For For Management 1.7 Elect Director Monica C. Lozano For For Management 1.8 Elect Director Robert W. Matschullat For For Management 1.9 Elect Director George J. Mitchell For For Management 1.10 Elect Director Leo J. O'Donovan, S.J. For For Management 1.11 Elect Director Gary L. Wilson For For Management 2 Ratify Auditors For For Management 3 China Principles Against Against Shareholder 4 Report on Supplier Labor Standards in Against For Shareholder China 5 Report on Amusement Park Safety Against Against Shareholder - -------------------------------------------------------------------------------- WATERS CORP. Ticker: WAT Security ID: 941848103 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joshua Bekenstein For For Management 1.2 Elect Director M.J. Berendt, Ph.D. For For Management 1.3 Elect Director Douglas A. Berthiaume For For Management 1.4 Elect Director Philip Caldwell For For Management 1.5 Elect Director Edward Conard For Withhold Management 1.6 Elect Director L.H. Glimcher, M.D. For For Management 1.7 Elect Director William J. Miller For For Management 1.8 Elect Director Thomas P. Salice For Withhold Management 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- WELLPOINT HEALTH NETWORKS INC. Ticker: WLP Security ID: 94973H108 Meeting Date: JUN 28, 2004 Meeting Type: Special Record Date: MAY 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- WENDY'S INTERNATIONAL, INC. Ticker: WEN Security ID: 950590109 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janet Hill For For Management 1.2 Elect Director Paul D. House For For Management 1.3 Elect Director John R. Thompson For For Management 1.4 Elect Director J. Randolph Lewis For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WEYERHAEUSER CO. Ticker: WY Security ID: 962166104 Meeting Date: APR 13, 2004 Meeting Type: Annual Record Date: FEB 20, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Rogel For For Management 1.2 Elect Director William D. Ruckelshaus For For Management 1.3 Elect Director Richard H. Sinkfield For For Management 1.4 Elect Director James N. Sullivan For For Management 2 Approve Omnibus Stock Plan For For Management 3 Declassify the Board of Directors Against For Management 4 Expense Stock Options Against For Shareholder 5 Implement Restricted Share Executive Against For Shareholder Compensation Plan 6 Report on Greenhouse Gas Emissions Against Against Shareholder 7 Develop Policy Regarding Old Growth Against Against Shareholder Forests 8 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WINN-DIXIE STORES, INC. Ticker: WIN Security ID: 974280109 Meeting Date: OCT 8, 2003 Meeting Type: Annual Record Date: AUG 1, 2003 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Tillie K. Fowler as Class For For Management II Director 1.2 Elect Director Frank Lazaran as Class II For For Management Director 1.3 Elect Director Edward W. Mehrer, Jr. as For For Management Class II Director 1.4 Elect Director Ronald Townsend as Class For For Management II Director 1.5 Elect Director John E. Anderson as Class For For Management III Director 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Stock Option Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WOLVERINE WORLD WIDE, INC. Ticker: WWW Security ID: 978097103 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Geoffrey B. Bloom For For Management 1.2 Elect Director David T. Kollat For For Management 1.3 Elect Director David P. Mehney For For Management 1.4 Elect Director Timothy J. O'Donovan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 22, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clifford L. Alexander, For For Management Jr. 1.2 Elect Director Frank A. Bennack, Jr. For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Robert Essner For For Management 1.5 Elect Director John D. Feerick For For Management 1.6 Elect Director Robert Langer For For Management 1.7 Elect Director John P. Mascotte For For Management 1.8 Elect Director Mary Lake Polan For For Management 1.9 Elect Director Ivan G. Seidenberg For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director John R. Torell III For For Management 2 Ratify Auditors For For Management 3 Report on Drug Pricing Against Against Shareholder 4 Amend Animal Testing Policy Against Against Shareholder - -------------------------------------------------------------------------------- XEROX CORP. Ticker: XRX Security ID: 984121103 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glenn A. Britt For For Management 1.2 Elect Director Richard J. Harrington For For Management 1.3 Elect Director William Curt Hunter For For Management 1.4 Elect Director Vernon E. Jordan, Jr. For Withhold Management 1.5 Elect Director Hilmar Kopper For For Management 1.6 Elect Director Ralph S. Larsen For For Management 1.7 Elect Director Anne M. Mulcahy For For Management 1.8 Elect Director N.J. Nicholas, Jr. For For Management 1.9 Elect Director John E. Pepper For For Management 1.10 Elect Director Ann N. Reese For For Management 1.11 Elect Director Stephen Robert For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan - -------------------------------------------------------------------------------- YUM BRANDS, INC. Ticker: YUM Security ID: 988498101 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Holland, Jr. For For Management 1.2 Elect Director David C. Novak For For Management 1.3 Elect Director Jackie Trujillo For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management 4 Adopt Smoke-Free Restaurant Policy Against Against Shareholder 5 Prepare a Sustainability Report Against For Shareholder 6 Adopt MacBride Principles Against Against Shareholder 7 Report on Genetically Modified Organisms Against Against Shareholder (GMO) 8 Report on Animal Welfare Standards Against Against Shareholder ========== 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) Phoenix Equity Series Fund ------------------------------------------------------------------ By (Signature and Title)* /s/ Doreen A. Bonner Compliance Officer ------------------------------------------------------ Date August 24, 2004 -------------------------------------------------------------------------- 3