UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM N-PX

         ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number  811-5773
                                  ---------------------------------------------

                        ING VP BALANCED PORTFOLIO, INC.
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               (Exact name of registrant as specified in charter)

 7337 E. Doubletree Ranch Road, Scottsdale, AZ              85258
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         (Address of principal executive offices)          (Zip code)


                            Theresa K. Kelety, Esq.
                              ING Investments, LLC
                         7337 E. Doubletree Ranch Road
                              Scottsdale, AZ 85258

                                With copies to:
                             Philip H. Newman, Esq.
                              Goodwin Procter, LLP
                        Exchange Place - 53 State Street
                                Boston, MA 02109
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                    (Name and address of agent for service)


Registrant's telephone number, including area code:  (800) 992-0180
                                                   ---------------------------

Date of fiscal year end:    December 31
                         -------------------

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





======================= ING VP BALANCED PORTFOLIO, INC. ========================


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   Against    Shareholder


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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


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ACE LTD.

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

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


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ADOBE SYSTEMS INC.

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

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


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ADVANCED MICRO DEVICES, INC.

Ticker:       AMD            Security ID:  007903107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. J. Sanders III         For       For        Management
1.2   Elect  Director Hector de J. Ruiz         For       For        Management
1.3   Elect  Director W. Michael Barnes         For       For        Management
1.4   Elect  Director Charles M. Blalack        For       For        Management
1.5   Elect  Director R. Gene Brown             For       For        Management
1.6   Elect  Director Bruce Claflin             For       For        Management
1.7   Elect  Director H. Paulett Eberhart       For       For        Management
1.8   Elect  Director Robert B. Palmer          For       For        Management
1.9   Elect  Director Leonard M. Silverman      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Darman            For       For        Management
1.2   Elect  Director Alice F. Emerson          For       For        Management
1.3   Elect  Director Paul T. Hanrahan          For       For        Management
1.4   Elect  Director Kristina M. Johnson       For       For        Management
1.5   Elect  Director John A. Koskinen          For       For        Management
1.6   Elect  Director Philip Lader              For       For        Management
1.7   Elect  Director John H. McArthur          For       For        Management
1.8   Elect  Director Sandra O. Moose           For       For        Management
1.9   Elect  Director Philip A. Odeen           For       For        Management
1.10  Elect  Director Charles O. Rossotti       For       For        Management
1.11  Elect  Director Sven Sandstrom            For       For        Management
1.12  Elect  Director Roger W. Sant             For       For        Management
2     Ratify Auditors                           For       For        Management


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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


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ALCOA INC.

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

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


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ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard Bell, M.D.         For       For        Management
1.2   Elect Director Jerry T. Jackson           For       For        Management
1.3   Elect Director David W. Keiser            For       For        Management
1.4   Elect Director Max Link, Ph.D.            For       For        Management
1.5   Elect Director Joseph A. Madri, Ph.D.,    For       For        Management
      M.D.
1.6   Elect Director R. Douglas Norby           For       For        Management
1.7   Elect Director Alvin S. Parven            For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


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ALLIANCE GAMING CORP.

Ticker:       AGI            Security ID:  01859P609
Meeting Date: DEC 10, 2003   Meeting Type: Annual
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Miodunski           For       For        Management
1.2   Elect Director David Robbins              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       Against    Management


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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


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Elizabeth E. Bailey       For       For        Management
1.2   Elect  Director Mathis Cabiallavetta      For       For        Management
1.3   Elect  Director Louis C. Camilleri        For       For        Management
1.4   Elect  Director J. Dudley Fishburn        For       For        Management
1.5   Elect  Director Robert E. R. Huntley      For       For        Management
1.6   Elect  Director Thomas W. Jones           For       For        Management
1.7   Elect  Director Lucio A. Noto             For       For        Management
1.8   Elect  Director John S. Reed              For       For        Management
1.9   Elect  Director Carlos Slim Helu          For       For        Management
1.10  Elect  Director Stephen M. Wolf           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Product Warnings for Pregnant   Against   Against    Shareholder
      Women
4     Report on Health Risks Associated with    Against   Against    Shareholder
      Cigarette Filters
5     Political Contributions/Activities        Against   Against    Shareholder
6     Cease Use of Light and Ultra Light in     Against   Against    Shareholder
      Cigarette Marketing
7     Place Canadian Style Warnings on          Against   Against    Shareholder
      Cigarette Packaging
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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AMERADA HESS CORP.

Ticker:       AHC            Security ID:  023551104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas F. Brady         For       For        Management
1.2   Elect  Director J. Barclay Collins II     For       For        Management
1.3   Elect  Director Thomas H. Kean            For       For        Management
1.4   Elect  Director Frank A. Olson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Establish Other Board Committee           Against   Against    Shareholder


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AMERICAN INTERNATIONAL GROUP, INC.

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

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


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AMERIGROUP CORP.

Ticker:       AGP            Security ID:  03073T102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey L. McWaters       For       For        Management
1.2   Elect  Director Uwe E. Reinhardt, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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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


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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


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APPLE COMPUTER, INC.

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

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


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APPLIED MATERIALS, INC.

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

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


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ARROW ELECTRONICS, INC.

Ticker:       ARW            Security ID:  042735100
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel W. Duval           For       For        Management
1.2   Elect  Director John N. Hanson            For       For        Management
1.3   Elect  Director Roger King                For       For        Management
1.4   Elect  Director Karen Gordon Mills        For       For        Management
1.5   Elect  Director William E. Mitchell       For       For        Management
1.6   Elect  Director Stephen C. Patrick        For       For        Management
1.7   Elect  Director Barry W. Perry            For       For        Management
1.8   Elect  Director Richard S. Rosenbloom     For       For        Management
1.9   Elect  Director John C. Waddell           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       For        Management


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ARTESYN TECHNOLOGIES, INC.

Ticker:       ATSN           Security ID:  043127109
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward S. Croft, III      For       For        Management
1.2   Elect  Director Lawrence J. Matthews      For       For        Management
1.3   Elect  Director Joseph M. O'Donnell       For       For        Management
1.4   Elect  Director Stephen A. Ollendorff     For       For        Management
1.5   Elect  Director Phillip A. O'Reilly       For       For        Management
1.6   Elect  Director Bert Sager                For       For        Management
1.7   Elect  Director A. Eugene Sapp, Jr.       For       For        Management
1.8   Elect  Director Ronald D. Schmidt         For       For        Management
1.9   Elect  Director Lewis Solomon             For       For        Management
1.10  Elect  Director John M. Steel             For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management


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AUTOBYTEL INC.

Ticker:       ABTL           Security ID:  05275N106
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey H. Coats          For       For        Management
1.2   Elect  Director Michael J. Fuchs          For       For        Management
1.3   Elect  Director Robert S. Grimes          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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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   Against    Shareholder
      Compensation for Executives


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AVALONBAY COMMUNITIES, INC.

Ticker:       AVB            Security ID:  053484101
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bryce Blair               For       For        Management
1.2   Elect  Director Bruce A. Choate           For       For        Management
1.3   Elect  Director John J. Healy, Jr.        For       For        Management
1.4   Elect  Director Gilbert M. Meyer          For       For        Management
1.5   Elect  Director Charles D. Peebler, Jr.   For       For        Management
1.6   Elect  Director Lance R. Primis           For       For        Management
1.7   Elect  Director Allan D. Schuster         For       For        Management
1.8   Elect  Director Amy P. Williams           For       For        Management
2     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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AVAYA INC

Ticker:       AV             Security ID:  053499109
Meeting Date: FEB 26, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph P. Landy           For       For        Management
1.2   Elect  Director Mark Leslie               For       For        Management
1.3   Elect  Director Donald K. Peterson        For       For        Management
1.4   Elect  Director Anthony P. Terracciano    For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder


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AVID TECHNOLOGY, INC.

Ticker:       AVID           Security ID:  05367P100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Krall            For       For        Management
1.2   Elect  Director Pamela F. Lenehan         For       For        Management
2     Ratify Auditors                           For       For        Management


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BANK OF AMERICA CORP.

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

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


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

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


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

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


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

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


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

BLYTH INC.

Ticker:       BTH            Security ID:  09643P108
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. Goergen         For       For        Management
1.2   Elect  Director Neal I. Goldman           For       For        Management
1.3   Elect  Director Howard E. Rose            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

BOEING CO., THE

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

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


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: OCT 6, 2003    Meeting Type: Special
Record Date:  AUG 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

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


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


BUNGE LIMITED

Ticker:       BG             Security ID:  G16962105
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT JORGE BORN, JR., AS A MEMBER OF  For       For        Management
      THE BOARD OF DIRECTORS TO SERVE UNTIL THE
      2007 ANNUAL GENERAL MEETING OF
      SHAREHOLDERS.
2     TO ELECT OCTAVIO CARABALLO, AS A MEMBER   For       For        Management
      OF THE BOARD OF DIRECTORS TO SERVE UNTIL
      THE 2007 ANNUAL GENERAL MEETING
      SHAREHOLDERS.
3     TO ELECT BERNARD DE LA TOUR D AUVERGNE    For       For        Management
      LAURAGUAIS, AS A MEMBER OF THE BOARD OF
      DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL
      GENERAL MEETING OF SHAREHOLDERS.
4     TO ELECT WILLIAM ENGELS, AS A MEMBER OF   For       For        Management
      THE BOARD OF DIRECTORS TO SERVE UNTIL THE
      2007 ANNUAL GENERAL MEETING OF
      SHAREHOLDERS.
5     Ratify Auditors                           For       For        Management
6     TO APPROVE THE TERMS OF BUNGE LIMITED S   For       For        Management
      AMENDED AND RESTATED NON-EMPLOYEE
      DIRECTORS  EQUITY INCENTIVE PLAN.


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

BURLINGTON RESOURCES INC.

Ticker:       BR             Security ID:  122014103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       For        Management
1.2   Elect  Director Reuben V. Anderson        For       For        Management
1.3   Elect  Director Laird I. Grant            For       For        Management
1.4   Elect  Director Robert J. Harding         For       For        Management
1.5   Elect  Director John T. LaMacchia         For       For        Management
1.6   Elect  Director Randy L. Limbacher        For       For        Management
1.7   Elect  Director James F. McDonald         For       For        Management
1.8   Elect  Director Kenneth W. Orce           For       For        Management
1.9   Elect  Director Donald M. Roberts         For       For        Management
1.10  Elect  Director James A. Runde            For       For        Management
1.11  Elect  Director John F. Schwarz           For       For        Management
1.12  Elect  Director Walter Scott, Jr.         For       For        Management
1.13  Elect  Director Bobby S. Shackouls        For       For        Management
1.14  Elect  Director Steven J. Shapiro         For       For        Management
1.15  Elect  Director William E. Wade, Jr.      For       For        Management
2     Approve Increase in Common Stock and a    For       For        Management
      Stock Split
3     Ratify Auditors                           For       For        Management


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

CARNIVAL CORP.

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

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


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

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


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

CENTERPOINT ENERGY INC

Ticker:       CNP            Security ID:  15189T107
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert T. O'Connell       For       For        Management
1.2   Elect  Director Milton Carroll            For       For        Management
1.3   Elect  Director John T. Cater             For       For        Management
1.4   Elect  Director Michael E. Shannon        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder
5     Other Business                            For       For        Management


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

CHELSEA PROPERTY GROUP, INC.

Ticker:       CPG            Security ID:  163421100
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brendan T. Byrne          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Stock Option Plan                   For       Against    Management
5     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


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

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 COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert A. Allen          For       For        Management
1.2   Elect  Director Ronald W. Allen           For       For        Management
1.3   Elect  Director Cathleen P. Black         For       For        Management
1.4   Elect  Director Warren E. Buffett         For       Withhold   Management
1.5   Elect  Director Douglas N. Daft           For       For        Management
1.6   Elect  Director Barry Diller              For       For        Management
1.7   Elect  Director Donald R. Keough          For       For        Management
1.8   Elect  Director Susan Bennett King        For       For        Management
1.9   Elect  Director Maria Elena Lagomasino    For       For        Management
1.10  Elect  Director Donald F. Mchenry         For       For        Management
1.11  Elect  Director Robert L. Nardelli        For       For        Management
1.12  Elect  Director Sam Nunn                  For       For        Management
1.13  Elect  Director J. Pedro Reinhard         For       For        Management
1.14  Elect  Director James D. Robinson III     For       For        Management
1.15  Elect  Director Peter V. Ueberroth        For       For        Management
1.16  Elect  Director James B. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Operational Impact of HIV/AIDS  For       For        Shareholder
      Pandemic
4     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Submit Executive Compensation to Vote     Against   Against    Shareholder
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Implement China Principles                Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       For        Management
1.2   Elect  Director C. Michael Armstrong      For       For        Management
1.3   Elect  Director Kenneth J. Bacon          For       For        Management
1.4   Elect  Director Sheldon M. Bonovitz       For       For        Management
1.5   Elect  Director Julian A. Brodsky         For       For        Management
1.6   Elect  Director Joseph L. Castle, II      For       For        Management
1.7   Elect  Director J. Michael Cook           For       For        Management
1.8   Elect  Director Brian L. Roberts          For       For        Management
1.9   Elect  Director Ralph J. Roberts          For       For        Management
1.10  Elect  Director Dr. Judith Rodin          For       For        Management
1.11  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Require Two-Thirds Majority of            Against   Against    Shareholder
      Independent Directors on Board
6     Political Contributions/Activities        Against   Against    Shareholder
7     Nominate Two Directors for every open     Against   Against    Shareholder
      Directorships
8     Limit Executive Compensation              Against   Against    Shareholder
9     Adopt a Recapitalization Plan             Against   Against    Shareholder


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kobi Alexander             For       For        Management
1.2   Elect Director Raz Alon                   For       For        Management
1.3   Elect Director Itsik Danziger             For       For        Management
1.4   Elect Director John H. Friedman           For       For        Management
1.5   Elect Director Ron Hiram                  For       For        Management
1.6   Elect Director Sam Oolie                  For       For        Management
1.7   Elect Director William F. Sorin           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     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


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JAN 9, 2004    Meeting Type: Special
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

Ticker:       CFC            Security ID:  222372104
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry G. Cisneros         For       For        Management
1.2   Elect  Director Robert J. Donato          For       For        Management
1.3   Elect  Director Michael E. Dougherty      For       For        Management
1.4   Elect  Director Martin R. Melone          For       For        Management
1.5   Elect  Director Harley W. Snyder          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

CRANE CO.

Ticker:       CR             Security ID:  224399105
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Karen E. Dykstra          For       For        Management
1.2   Elect  Director Richard S. Forte          For       For        Management
1.3   Elect  Director William E. Lipner         For       For        Management
1.4   Elect  Director James L. L. Tullis        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Implement MacBride Principles             Against   Against    Shareholder


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

CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Don Cornwell           For       For        Management
1.2   Elect  Director Thomas P. Gerrity         For       For        Management
1.3   Elect  Director Stanley P. Goldstein      For       For        Management
1.4   Elect  Director Marian L. Heard           For       For        Management
1.5   Elect  Director William H. Joyce          For       For        Management
1.6   Elect  Director Terry R. Lautenbach       For       For        Management
1.7   Elect  Director Terrence Murray           For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Thomas M. Ryan            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

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


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

DEVON ENERGY CORP.

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

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


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

DOLLAR GENERAL CORP.

Ticker:       DG             Security ID:  256669102
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Bere             For       For        Management
1.2   Elect  Director Dennis C. Bottorff        For       For        Management
1.3   Elect  Director Barbara L. Bowles         For       For        Management
1.4   Elect  Director James L. Clayton          For       For        Management
1.5   Elect  Director Reginald D. Dickson       For       For        Management
1.6   Elect  Director E. Gordon Gee             For       For        Management
1.7   Elect  Director Barbara M. Knuckles       For       For        Management
1.8   Elect  Director David A. Perdue           For       For        Management
1.9   Elect  Director J. Neal Purcell           For       For        Management
1.10  Elect  Director James D. Robbins          For       For        Management
1.11  Elect  Director David M. Wilds            For       For        Management
2     Ratify Auditors                           For       For        Management


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

DORAL FINANCIAL CORP.

Ticker:       DRL            Security ID:  25811P100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard F. Bonini         For       For        Management
1.2   Elect  Director Edgar M. Cullman, Jr      For       For        Management
1.3   Elect  Director John L. Ernst             For       For        Management
1.4   Elect  Director Peter A. Hoffman          For       For        Management
1.5   Elect  Director Efraim Kier               For       For        Management
1.6   Elect  Director Salomon Levis             For       For        Management
1.7   Elect  Director Zoila Levis               For       For        Management
1.8   Elect  Director Harold D. Vicente         For       For        Management
1.9   Elect  Director John B. Hughes            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Increase Authorized Preferred Stock       For       Against    Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Ratify Auditors                           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


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

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul M. Anderson          For       For        Management
1.2   Elect  Director Ann M. Gray               For       For        Management
1.3   Elect  Director Michael E.J. Phelps       For       For        Management
1.4   Elect  Director James T. Rhodes           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        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


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

DURA AUTOMOTIVE SYSTEMS, INC.

Ticker:       DRRA           Security ID:  265903104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles M. Brennan III    For       For        Management
1.2   Elect  Director Lawrence A. Denton        For       For        Management
1.3   Elect  Director Jack K. Edwards           For       For        Management
1.4   Elect  Director James O. Futterknecht,    For       Withhold   Management
      Jr.
1.5   Elect  Director Yousif B. Ghafari         For       For        Management
1.6   Elect  Director S.A. Johnson              For       For        Management
1.7   Elect  Director J. Richard Jones          For       For        Management
1.8   Elect  Director Scott D. Rued             For       Withhold   Management
1.9   Elect  Director Ralph R. Whitney, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philippe Bourguignon      For       For        Management
1.2   Elect  Director Thomas J. Tierney         For       For        Management
1.3   Elect  Director Margaret C. Whitman       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Increase Authorized Common Stock          For       Against    Management
5     Ratify Auditors                           For       For        Management
6     Expense Stock Options                     Against   For        Shareholder


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director France A. Cordova         For       For        Management
1.3   Elect  Director Bradford M. Freeman       For       For        Management
1.4   Elect  Director Bruce Karatz              For       For        Management
1.5   Elect  Director Luis G. Nogales           For       For        Management
1.6   Elect  Director Ronald L. Olson           For       For        Management
1.7   Elect  Director James M. Rosser           For       For        Management
1.8   Elect  Director Richard T. Schlosberg,    For       For        Management
      III
1.9   Elect  Director Robert H. Smith           For       For        Management
1.10  Elect  Director Thomas C. Sutton          For       For        Management
2     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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

ELI LILLY AND CO.

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

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


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

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


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

EMERSON ELECTRIC CO.

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

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


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

ENGELHARD CORP.

Ticker:       EC             Security ID:  292845104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Burner           For       For        Management
1.2   Elect  Director James V. Napier           For       For        Management


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

EQUIFAX INC.

Ticker:       EFX            Security ID:  294429105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Copeland, Jr     For       For        Management
1.2   Elect  Director Lee A. Ault III           For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director A. William Dahlberg       For       For        Management
1.5   Elect  Director L. Phillip Humann         For       For        Management


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

ESPEED INC

Ticker:       ESPD           Security ID:  296643109
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard W. Lutnick          For       For        Management
1.2   Elect Director Lee M. Amaitis             For       For        Management
1.3   Elect Director Joseph C. Noviello         For       For        Management
1.4   Elect Director Stephen M. Merkel          For       Withhold   Management
1.5   Elect Director John H. Dalton             For       For        Management
1.6   Elect Director William J. Moran           For       For        Management
1.7   Elect Director Albert M. Weis             For       For        Management
1.8   Elect Director Henry (Hank) Morris        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

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


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

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   Against    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   Against    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


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

FIDELITY NATIONAL FINANCIAL, INC.

Ticker:       FNF            Security ID:  316326107
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2.1   Elect Director Terry N. Christensen       For       For        Management
2.2   Elect Director John F. Farrell, Jr.       For       For        Management
2.3   Elect Director Philip G. Heasley          For       For        Management
2.4   Elect Director Daniel D. (Ron) Lane       For       For        Management
2.5   Elect Director J. Thomas Talbot           For       For        Management


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

FIDELITY NATIONAL INFORMATION SOLUTIONS INC

Ticker:       FNIS           Security ID:  31620P109
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Willie Davis               For       For        Management
2.2   Elect Director William P. Foley, II       For       Withhold   Management
2.3   Elect Director Richard J. Freeman         For       For        Management
2.4   Elect Director Earl Gallegos              For       For        Management
2.5   Elect Director Richard A. Mendenhall      For       For        Management
2.6   Elect Director Patrick F. Stone           For       Withhold   Management
2.7   Elect Director Cary H. Thompson           For       Withhold   Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

FIRST AMERICAN CORP.

Ticker:       FAF            Security ID:  318522307
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary J. Beban             For       For        Management
1.2   Elect  Director J. David Chatham          For       For        Management
1.3   Elect  Director William G. Davis          For       For        Management
1.4   Elect  Director James L. Doti             For       For        Management
1.5   Elect  Director Lewis W. Douglas, Jr.     For       For        Management
1.6   Elect  Director Paul B. Fay, Jr.          For       For        Management
1.7   Elect  Director D. P. Kennedy             For       For        Management
1.8   Elect  Director Parker S. Kennedy         For       For        Management
1.9   Elect  Director Frank E. O'Bryan          For       For        Management
1.10  Elect  Director Roslyn B. Payne           For       For        Management
1.11  Elect  Director D. Van Skilling           For       For        Management
1.12  Elect  Director Herbert B. Tasker         For       For        Management
1.13  Elect  Director Virginia M. Ueberroth     For       For        Management


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry C. Duques           For       For        Management
1.2   Elect  Director Charles T. Fote           For       For        Management
1.3   Elect  Director Richard P. Kiphart        For       For        Management
1.4   Elect  Director Joan E. Spero             For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

FIRSTFED FINANCIAL CORP.

Ticker:       FED            Security ID:  337907109
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Babette E. Heimbuch       For       For        Management
1.2   Elect  Director James P. Giraldin         For       For        Management
1.3   Elect  Director John R. Woodhull          For       For        Management
2     Ratify Auditors                           For       For        Management


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

FLAGSTAR BANCORP, INC.

Ticker:       FBC            Security ID:  337930101
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Hammond         For       Withhold   Management
1.2   Elect  Director Mark T. Hammond           For       Withhold   Management
1.3   Elect  Director Kirstin A. Hammond        For       Withhold   Management
1.4   Elect  Director Charles Bazzy             For       For        Management
1.5   Elect  Director Michael Lucci, Sr.        For       Withhold   Management
1.6   Elect  Director Frank D'Angelo            For       For        Management
1.7   Elect  Director Robert W. Dewitt          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       For        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       For        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   Against    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


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

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 DYNAMICS CORP.

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

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


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

GENERAL ELECTRIC CO.

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

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


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

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   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Establish Executive and Director Stock    Against   Against    Shareholder
      Ownership Guidelines


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

GEORGIA-PACIFIC CORP.

Ticker:       GP             Security ID:  373298108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara L. Bowles         For       For        Management
1.2   Elect  Director Donald V. Fites           For       For        Management
1.3   Elect  Director David R. Goode            For       For        Management
1.4   Elect  Director Karen N. Horn             For       For        Management
1.5   Elect  Director William R. Johnson        For       For        Management
1.6   Elect  Director James B. Williams         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

GILLETTE CO., THE

Ticker:       G              Security ID:  375766102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward F. DeGraan         For       Withhold   Management
1.2   Elect  Director Wilbur H. Gantz           For       Withhold   Management
1.3   Elect  Director James M. Kilts            For       Withhold   Management
1.4   Elect  Director Jorge Paulo Lemann        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Expense Stock Options                     Against   For        Shareholder


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

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


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Diane C. Creel            For       For        Management
1.2   Elect  Director George A. Davidson, Jr.   For       For        Management
1.3   Elect  Director Harris E. DeLoach, Jr.    For       For        Management
1.4   Elect  Director James J. Glasser          For       For        Management
1.5   Elect  Director James W. Griffith         For       For        Management
1.6   Elect  Director William R. Holland        For       For        Management
1.7   Elect  Director Marshall O. Larsen        For       For        Management
1.8   Elect  Director Douglas E. Olesen         For       For        Management
1.9   Elect  Director Alfred M. Rankin, Jr.     For       For        Management
1.10  Elect  Director James R. Wilson           For       For        Management
1.11  Elect  Director A. Thomas Young           For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOREMOTE INTERNET COMMUNICATIONS INC

Ticker:       GRIC           Security ID:  398081109
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. Hong Chen             For       For        Management
1.2   Elect  Director Bharat Dave               For       For        Management
1.3   Elect  Director James J. Goodman          For       For        Management
1.4   Elect  Director Roderick C. McGeary       For       For        Management
1.5   Elect  Director Olof Pripp                For       For        Management
1.6   Elect  Director Walter Sousa              For       For        Management
1.7   Elect  Director Tom Thimot                For       For        Management
1.8   Elect  Director Gerald Wright             For       For        Management
1.9   Elect  Director Joseph M. Zaelit          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Change Company Name                       For       For        Management


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

GOREMOTE INTERNET COMMUNICATIONS INC

Ticker:       GRIC           Security ID:  398081109
Meeting Date: NOV 25, 2003   Meeting Type: Special
Record Date:  OCT 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       For        Management


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

GRANITE CONSTRUCTION INC.

Ticker:       GVA            Security ID:  387328107
Meeting Date: MAY 24, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rebecca A. McDonald       For       For        Management
1.2   Elect  Director George B. Searle          For       Withhold   Management
1.3   Elect  Director William G. Dorey          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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

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


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

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


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

H. J. HEINZ CO.

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

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


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

HANDLEMAN CO.

Ticker:       HDL            Security ID:  410252100
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James B. Nicholson         For       Did Not    Management
                                                          Vote
1.2   Elect Director Lloyd E. Reuss             For       Did Not    Management
                                                          Vote
1.3   Elect Director Stephen Strome             For       Did Not    Management
                                                          Vote


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

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph L. Dionne           For       For        Management
1.2   Elect Director David B. Rickard           For       For        Management
1.3   Elect Director Gregory T. Swienton        For       For        Management
2     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


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

HERCULES INC.

Ticker:       HPC            Security ID:  427056106
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig A. Rogerson         For       For        Management
1.2   Elect  Director John C. Hunter, III       For       For        Management
1.3   Elect  Director Robert D. Kennedy         For       For        Management
2     Amend Articles to Elect Directors by      For       For        Management
      Plurality Vote
3     Ratify Auditors                           For       For        Management
4     Amend Articles to Provide Shareholders    For       For        Management
      with Right to Act by Written Consent and
      Call Special Meetings


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

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       For        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


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

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   Against    Shareholder
6     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
7     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Howard           For       Withhold   Management
1.2   Elect  Director Bruce Karatz              For       Withhold   Management
1.3   Elect  Director Russell E. Palmer         For       Withhold   Management
1.4   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.5   Elect  Director Eric K. Shinseki          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
5     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
6     Report on Pay Disparity                   Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   For        Shareholder


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

HOUSTON EXPLORATION CO., THE

Ticker:       THX            Security ID:  442120101
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. Catell          For       For        Management
1.2   Elect  Director John U. Clarke            For       For        Management
1.3   Elect  Director David G. Elkins           For       For        Management
1.4   Elect  Director Robert J. Fani            For       For        Management
1.5   Elect  Director William G. Hargett        For       For        Management
1.6   Elect  Director Harold R. Logan, Jr.      For       For        Management
1.7   Elect  Director Gerald Luterman           For       For        Management
1.8   Elect  Director Stephen W. McKessy        For       For        Management
1.9   Elect  Director H. Neil Nichols           For       Withhold   Management
1.10  Elect  Director Donald C. Vaughn          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Jones            For       For        Management
1.2   Elect  Director David A. Jones, Jr.       For       For        Management
1.3   Elect  Director Frank A. D'Amelio         For       For        Management
1.4   Elect  Director Michael E. Gellert        For       For        Management
1.5   Elect  Director John R. Hall              For       For        Management
1.6   Elect  Director Kurt J. Hilzinger         For       For        Management
1.7   Elect  Director Michael B. McCallister    For       For        Management
1.8   Elect  Director W. Ann Reynolds, Ph.D.    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


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

INTEL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       For        Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   Against    Shareholder
6     Performance- Based/Indexed Options        Against   Against    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   Against    Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


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

INTERNATIONAL PAPER CO.

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

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


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

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


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

ITRON, INC.

Ticker:       ITRI           Security ID:  465741106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sharon L. Nelson          For       For        Management
1.2   Elect  Director Thomas S. Glanville       For       For        Management
1.3   Elect  Director LeRoy D. Nosbaum          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

JDS UNIPHASE CORP.

Ticker:       JDSU           Security ID:  46612J101
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Enos             For       For        Management
1.2   Elect Director Peter A. Guglielmi         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     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       For        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


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

KIMCO REALTY CORP.

Ticker:       KIM            Security ID:  49446R109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin Kimmel             For       For        Management
1.2   Elect  Director Milton Cooper             For       For        Management
1.3   Elect  Director Richard G. Dooley         For       Withhold   Management
1.4   Elect  Director Michael Flynn             For       Withhold   Management
1.5   Elect  Director Joe Grills                For       For        Management
1.6   Elect  Director David Henry               For       Withhold   Management
1.7   Elect  Director F. Patrick Hughes         For       For        Management
1.8   Elect  Director Frank Lourenso            For       Withhold   Management
1.9   Elect  Director Richard Saltzman          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


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

KRISPY KREME DOUGHNUTS INC.

Ticker:       KKD            Security ID:  501014104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott A. Livengood        For       For        Management
1.2   Elect  Director Robert S. McCoy, Jr.      For       For        Management
1.3   Elect  Director Su Hua Newton             For       For        Management
2     Ratify Auditors                           For       For        Management


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

LANDAMERICA FINANCIAL GROUP, INC.

Ticker:       LFG            Security ID:  514936103
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Theodore L. Chandler, Jr. For       For        Management
1.2   Elect  Director Charles H. Foster, Jr.    For       For        Management
1.3   Elect  Director Robert T. Skunda          For       For        Management
1.4   Elect  Director Marshall B. Wishnack      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Deferred Compensation Plan        For       For        Management
4     Approve Deferred Compensation Plan        For       For        Management


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

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


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

LIMITED BRANDS

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene M. Freedman        For       For        Management
1.2   Elect  Director V. Ann Hailey             For       For        Management
1.3   Elect  Director David T. Kollat           For       For        Management
1.4   Elect  Director Leslie H. Wexner          For       For        Management
2     Amend Omnibus Stock Plan                  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


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

LINEAR TECHNOLOGY CORP.

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Swanson, Jr.     For       For        Management
1.2   Elect Director David S. Lee               For       For        Management
1.3   Elect Director Leo T. McCarthy            For       For        Management
1.4   Elect Director Richard M. Moley           For       For        Management
1.5   Elect Director Thomas S. Volpe            For       For        Management
2     Ratify Auditors                           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


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

LNR PROPERTY CORP.

Ticker:       LNR            Security ID:  501940100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brian L. Bilzin           For       For        Management
1.2   Elect  Director Connie Mack               For       For        Management
1.3   Elect  Director James M. Carr             For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Deferred Compensation Plan        For       For        Management


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

LOUISIANA-PACIFIC CORP

Ticker:       LPX            Security ID:  546347105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dustan E. McCoy           For       For        Management
1.2   Elect  Director Lee C. Simpson            For       For        Management
1.3   Elect  Director Colin D. Watson           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Amend Executive Incentive Bonus Plan      For       For        Management
6     Ratify Auditors                           For       For        Management
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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

LOWE

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

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


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

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       For        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


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

MANOR CARE, INC.

Ticker:       HCR            Security ID:  564055101
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Virgis W. Colbert         For       Withhold   Management
1.2   Elect  Director William H. Longfield      For       For        Management
1.3   Elect  Director Paul A. Ormond            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Ratify Auditors                           For       Against    Management
5     Limit Executive Compensation              Against   Against    Shareholder


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

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       For        Management
1.2   Elect Director John F. Gifford            For       For        Management
1.3   Elect Director B. Kipling Hagopian        For       For        Management
1.4   Elect Director M. D. Sampels              For       For        Management
1.5   Elect Director A. R. Frank Wazzan         For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


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

MAY DEPARTMENT STORES CO., THE

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

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


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

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


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

MEDCO HEALTH SOLUTIONS INC

Ticker:       MHS            Security ID:  58405U102
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David B. Snow, Jr.        For       For        Management
1.2   Elect  Director Howard W. Barker, Jr.     For       For        Management
1.3   Elect  Director Brian L. Strom, Md, Mph   For       For        Management
2     Ratify Auditors                           For       For        Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


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

MEREDITH CORP.

Ticker:       MDP            Security ID:  589433101
Meeting Date: NOV 10, 2003   Meeting Type: Annual
Record Date:  SEP 11, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert M. Baum            For       For        Management
1.2   Elect Director Frederick B. Henry         For       For        Management
1.3   Elect Director William T. Kerr            For       For        Management
1.4   Elect Director Nicholas L. Reding         For       For        Management
2     Amend Director & Officer                  For       For        Management
      Indemnification/Liability Provisions


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

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


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

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       For        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


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

MID ATLANTIC MEDICAL SERVICES, INC.

Ticker:       MME            Security ID:  59523C107
Meeting Date: FEB 10, 2004   Meeting Type: Special
Record Date:  JAN 15, 2004

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


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

MINDSPEED TECHNOLOGIES, INC.

Ticker:       MSPD           Security ID:  602682106
Meeting Date: FEB 26, 2004   Meeting Type: Annual
Record Date:  DEC 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Director D.R. Beall       For       For        Management
1.2   Elect  Director Director J.L. Stead       For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

NATIONAL FUEL GAS CO.

Ticker:       NFG            Security ID:  636180101
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philip C. Ackerman        For       For        Management
1.2   Elect Director Bernard S. Lee             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder


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

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


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

NET2PHONE, INC.

Ticker:       NTOP           Security ID:  64108N106
Meeting Date: DEC 18, 2003   Meeting Type: Annual
Record Date:  NOV 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard S. Jonas            For       Did Not    Management
                                                          Vote
1.2   Elect Director Stephen M. Greenberg       For       Did Not    Management
                                                          Vote
1.3   Elect Director James R. Mellor            For       Did Not    Management
                                                          Vote
1.4   Elect Director Anthony G. Werner          For       Did Not    Management
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

NETIQ CORPORATION

Ticker:       NTIQ           Security ID:  64115P102
Meeting Date: NOV 20, 2003   Meeting Type: Annual
Record Date:  SEP 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David J. Barram as Class   For       For        Management
      II Director
1.2   Elect Director Michael J. Maples as Class For       For        Management
      II Director
1.3   Elect Director Michael J. Rose as Class   For       For        Management
      II Director
1.4   Elect Director Maureen F. McNichols as    For       For        Management
      Class III Director
2     Ratify Auditors                           For       For        Management


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

NEW CENTURY FINANCIAL CORP.

Ticker:       NCEN           Security ID:  64352D101
Meeting Date: SEP 10, 2003   Meeting Type: Special
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


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

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


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas E. Clarke as Class  For       For        Management
      A Director
1.2   Elect Director Ralph D. DeNunzio as Class For       For        Management
      A Director
1.3   Elect Director Richard K. Donahue as      For       Withhold   Management
      Class A Director
1.4   Elect Director Delbert J. Hayes as Class  For       For        Management
      A Director
1.5   Elect Director Douglas G. Houser as Class For       For        Management
      A Director
1.6   Elect Director Jeanne P. Jackson as Class For       For        Management
      A Director
1.7   Elect Director Philip H. Knight as Class  For       For        Management
      A Director
1.8   Elect Director Charles W. Robinson as     For       For        Management
      Class A Director
1.9   Elect Director John R. Thompson, Jr. as   For       Withhold   Management
      Class A Director
1.10  Elect Director Jill K. Conway as Class B  For       For        Management
      Director
1.11  Elect Director Alan B. Graf, Jr. as Class For       For        Management
      B Director
1.12  Elect Director John E. Jaqua as Class B   For       For        Management
      Director
1.13  Elect Director A. Michael Spence as Class For       For        Management
      B Director
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           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


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

NVR, INC.

Ticker:       NVR            Security ID:  62944T105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Manuel H. Johnson         For       For        Management
1.2   Elect  Director David A. Preiser          For       For        Management
1.3   Elect  Director John M. Toups             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Range For Board Size            For       For        Management
4     Amend Director Qualifications             For       For        Management
5     Amend Bylaws                              For       For        Management
6     Establish Range For Board Size            For       For        Management
7     Amend Bylaws                              For       For        Management
8     Prepare Sustainability Report             Against   Against    Shareholder


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

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


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William M. Bell           For       For        Management
1.2   Elect  Director Julie H. Edwards          For       For        Management
1.3   Elect  Director Pattye L. Moore           For       For        Management
1.4   Elect  Director J.D. Scott                For       Withhold   Management
1.5   Elect  Director James C. Day              For       For        Management
2     Ratify Auditors                           For       For        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


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Dineen          For       For        Management
1.2   Elect  Director James H. Greene, Jr.      For       Withhold   Management
1.3   Elect  Director Thomas L. Young           For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

OXFORD HEALTH PLANS, INC.

Ticker:       OHP            Security ID:  691471106
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kent J. Thirty            For       For        Management
1.2   Elect  Director B.H. Safirstein, M.D.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Divest from Tobacco Equities              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


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

PACIFICARE HEALTH SYSTEMS, INC.

Ticker:       PHS            Security ID:  695112102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Aida Alvarez              For       For        Management
1.2   Elect  Director Bradley C. Call           For       For        Management
1.3   Elect  Director Terry O. Hartshorn        For       For        Management
1.4   Elect  Director Dominic Ng                For       For        Management
1.5   Elect  Director Howard G. Phanstiel       For       For        Management
1.6   Elect  Director Warren E. Pinckert Ii     For       For        Management
1.7   Elect  Director David A. Reed             For       For        Management
1.8   Elect  Director Charles R. Rinehart       For       For        Management
1.9   Elect  Director Linda Rosenstock          For       For        Management
1.10  Elect  Director Lloyd E. Ross             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

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


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

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


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

POGO PRODUCING CO.

Ticker:       PPP            Security ID:  730448107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerry M. Armstrong        For       For        Management
1.2   Elect  Director Paul G. Van Wagenen       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


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

PRICELINE.COM, INC.

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffery H. Boyd           For       For        Management
1.2   Elect  Director Ralph M. Bahna            For       For        Management
1.3   Elect  Director Howard W. Barker, Jr.     For       For        Management
1.4   Elect  Director Jeffrey E. Epstein        For       For        Management
1.5   Elect  Director Patricia L. Francy        For       For        Management
1.6   Elect  Director James M. Guyette          For       For        Management
1.7   Elect  Director Edmond Tak Chuen Ip       For       For        Management
1.8   Elect  Director Dominic Kai Ming Lai      For       For        Management
1.9   Elect  Director Marshall Loeb             For       For        Management
1.10  Elect  Director Nancy B. Peretsman        For       For        Management
1.11  Elect  Director Ian F. Wade               For       For        Management
2     Ratify Auditors                           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


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

PROVIDIAN FINANCIAL CORP.

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

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


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

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


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

QUANEX CORP.

Ticker:       NX             Security ID:  747620102
Meeting Date: FEB 26, 2004   Meeting Type: Annual
Record Date:  JAN 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vincent R. Scorsone       For       For        Management
1.2   Elect  Director Joseph J. Ross            For       For        Management
1.3   Elect  Director Richard L. Wellek         For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management


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

QUINTILES TRANSNATIONAL CORP.

Ticker:       QTRN           Security ID:  748767100
Meeting Date: SEP 25, 2003   Meeting Type: Special
Record Date:  AUG 19, 2003

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


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

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       For        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


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

REEBOK INTERNATIONAL LTD.

Ticker:       RBK            Security ID:  758110100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Norman Axelrod            For       For        Management
1.2   Elect  Director Paul R. Duncan            For       For        Management
1.3   Elect  Director Richard G. Lesser         For       For        Management
1.4   Elect  Director Deval L. Patrick          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

RENT-A-CENTER, INC.

Ticker:       RCII           Security ID:  76009N100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mitchell E. Fadel         For       For        Management
1.2   Elect  Director Peter P. Copses           For       For        Management
1.3   Elect  Director Mary Elizabeth Burton     For       For        Management
2     Increase Authorized Common Stock          For       For        Management


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

RESPIRONICS, INC.

Ticker:       RESP           Security ID:  761230101
Meeting Date: NOV 18, 2003   Meeting Type: Annual
Record Date:  OCT 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph C. Lawyer           For       For        Management
1.2   Elect Director Sean McDonald              For       For        Management
1.3   Elect Director John C. Miles II           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  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


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

ROCKWELL COLLINS, INC.

Ticker:       COL            Security ID:  774341101
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald R. Beall            For       For        Management
1.2   Elect Director Richard J. Ferris          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SAFENET, INC.

Ticker:       SFNT           Security ID:  78645R107
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  MAY 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony A. Caputo         For       For        Management
1.2   Elect  Director Walter W. Straub          For       For        Management
1.3   Elect  Director Arthur L. Money           For       For        Management
1.4   Elect  Director Thomas A. Brooks          For       For        Management
1.5   Elect  Director Andrew E. Clark           For       For        Management
1.6   Elect  Director Shelley A. Harrison       For       For        Management
1.7   Elect  Director Ira A. Hunt, Jr.          For       For        Management
1.8   Elect  Director Bruce R. Thaw             For       For        Management
2     Ratify Auditors                           For       For        Management


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

SAFENET, INC.

Ticker:       SFNT           Security ID:  78645R107
Meeting Date: MAR 15, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       For        Management
3     Adjourn Meeting                           For       For        Management


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

SANMINA-SCI CORP.

Ticker:       SANM           Security ID:  800907107
Meeting Date: JAN 26, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. Bolger             For       For        Management
1.2   Elect Director Neil R. Bonke              For       For        Management
1.3   Elect Director Randy W. Furr              For       For        Management
1.4   Elect Director Mario M. Rosati            For       For        Management
1.5   Elect Director A. Eugene Sapp, Jr.        For       For        Management
1.6   Elect Director Wayne Shortridge           For       For        Management
1.7   Elect Director Peter J. Simone            For       For        Management
1.8   Elect Director Jure Sola                  For       For        Management
1.9   Elect Director Bernard V Vonderschmitt    For       For        Management
1.10  Elect Director Jacqueline M. Ward         For       For        Management
2     Ratify Auditors                           For       For        Management


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

SCANSOFT, INC.

Ticker:       SSFT           Security ID:  80603P107
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Finch           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Robert J. Frankenberg     For       Did Not    Management
                                                          Vote
1.3   Elect  Director John C. Freker, Jr.       For       Did Not    Management
                                                          Vote
1.4   Elect  Director William H. Janeway        For       Did Not    Management
                                                          Vote
1.5   Elect  Director Katharine A. Martin       For       Did Not    Management
                                                          Vote
1.6   Elect  Director Mark B. Myers             For       Did Not    Management
                                                          Vote
1.7   Elect  Director Paul A. Ricci             For       Did Not    Management
                                                          Vote
1.8   Elect  Director Robert G. Teresi          For       Did Not    Management
                                                          Vote
2     Increase Authorized Common Stock          For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Amend Employee Stock Purchase Plan        For       Did Not    Management
                                                          Vote
5     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

SCHOLASTIC CORP.

Ticker:       SCHL           Security ID:  807066105
Meeting Date: SEP 23, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John L. Davies as Common   For       For        Management
      Stock Director
1.2   Elect Director Linda B. Keene as Common   For       For        Management
      Stock Director
1.3   Elect Director John G. McDonald as Common For       For        Management
      Stock Director
1.4   Elect Director Richard Robinson as Class  For       For        Management
      A Stock Director
1.5   Elect Director Rebeca M. Barrera as Class For       For        Management
      A Stock Director
1.6   Elect Director Ramon C. Cortines as Class For       For        Management
      A Stock Director
1.7   Elect Director Charles T. Harris III as   For       For        Management
      Class A Stock Director
1.8   Elect Director Andrew S. Hedden as Class  For       For        Management
      A Stock Director
1.9   Elect Director Mae C. Jemison as Class A  For       For        Management
      Stock Director
1.10  Elect Director Peter M. Mayer as Class A  For       For        Management
      Stock Director
1.11  Elect Director Augustus K. Oliver as      For       For        Management
      Class A Stock Director
1.12  Elect Director Richard M. Spaulding as    For       For        Management
      Class A Stock Director
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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

SCIENTIFIC-ATLANTA, INC.

Ticker:       SFA            Security ID:  808655104
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marion H. Antonini         For       For        Management
1.2   Elect Director David J. McLaughlin        For       For        Management
1.3   Elect Director James V. Napier            For       For        Management
1.4   Elect Director Sam Nunn                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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

SEALED AIR CORP.

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

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


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

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


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

SIGMA-ALDRICH CORP.

Ticker:       SIAL           Security ID:  826552101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nina V. Fedoroff          For       For        Management
1.2   Elect  Director David R. Harvey           For       For        Management
1.3   Elect  Director W. Lee McCollum           For       For        Management
1.4   Elect  Director William C. O'Neil, Jr.    For       For        Management
1.5   Elect  Director J. Pedro Reinhard         For       For        Management
1.6   Elect  Director Jerome W. Sandweiss       For       For        Management
1.7   Elect  Director D. Dean Spatz             For       For        Management
1.8   Elect  Director Barrett A. Toan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

SOUTHERN COMPANY

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

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


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

STANLEY WORKS, THE

Ticker:       SWK            Security ID:  854616109
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John G. Breen             For       For        Management
1.2   Elect  Director Virgis W. Colbert         For       For        Management
1.3   Elect  Director John F. Lundgren          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        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


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William W. (Bill) Bradley For       For        Management
1.2   Elect  Director Gregory B. Maffei         For       For        Management
1.3   Elect  Director Orin C. Smith             For       For        Management
1.4   Elect  Director Olden Lee                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

SUNOCO, INC.

Ticker:       SUN            Security ID:  86764P109
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  FEB 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Darnall         For       For        Management
1.2   Elect  Director John G. Drosdick          For       For        Management
1.3   Elect  Director Ursula F. Fairbairn       For       For        Management
1.4   Elect  Director Thomas P. Gerrity         For       For        Management
1.5   Elect  Director Rosemarie B. Greco        For       For        Management
1.6   Elect  Director James G. Kaiser           For       For        Management
1.7   Elect  Director Robert D. Kennedy         For       For        Management
1.8   Elect  Director Richard H. Lenny          For       For        Management
1.9   Elect  Director Norman S. Matthews        For       For        Management
1.10  Elect  Director R. Anderson Pew           For       For        Management
1.11  Elect  Director G. Jackson Ratcliffe      For       For        Management
1.12  Elect  Director John W. Rowe              For       For        Management
1.13  Elect  Director John K. Wulff             For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

SYMANTEC CORP.

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

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


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

SYMBOL TECHNOLOGIES, INC.

Ticker:       SBL            Security ID:  871508107
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Nuti           For       For        Management
1.2   Elect  Director Robert J. Chrenc          For       For        Management
1.3   Elect  Director Salvatore Iannuzzi        For       For        Management
1.4   Elect  Director Edward Kozel              For       For        Management
1.5   Elect  Director George Samenuk            For       For        Management
1.6   Elect  Director Melvin A. Yellin          For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

TELLABS, INC.

Ticker:       TLAB           Security ID:  879664100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Birck          For       For        Management
1.2   Elect  Director Frederick A. Krehbiel     For       For        Management
1.3   Elect  Director Krish A. Prabhu           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

TEREX CORP.

Ticker:       TEX            Security ID:  880779103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald M. DeFeo           For       For        Management
1.2   Elect  Director G. Chris Andersen         For       For        Management
1.3   Elect  Director Don DeFosset              For       For        Management
1.4   Elect  Director William H. Fike           For       For        Management
1.5   Elect  Director Dr. Donald P. Jacobs      For       For        Management
1.6   Elect  Director David A. Sachs            For       For        Management
1.7   Elect  Director J. C. Watts, Jr.          For       For        Management
1.8   Elect  Director Helge H. Wehmeier         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Employee Stock Purchase Plan      For       For        Management
6     Approve Deferred Compensation Plan        For       For        Management
7     Approve Outside Director Stock Options in For       For        Management
      Lieu of Cash


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

TESORO PETROLEUM CORP.

Ticker:       TSO            Security ID:  881609101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Goldman         For       For        Management
1.2   Elect  Director Steven H. Grapstein       For       For        Management
1.3   Elect  Director William J. Johnson        For       For        Management
1.4   Elect  Director A. Maurice Myers          For       For        Management
1.5   Elect  Director Donald H. Schmude         For       For        Management
1.6   Elect  Director Bruce A. Smith            For       For        Management
1.7   Elect  Director Patrick J. Ward           For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

TEXAS INSTRUMENTS INC.

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

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


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

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


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

TOYS 'R' US, INC.

Ticker:       TOY            Security ID:  892335100
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director RoAnn Costin              For       For        Management
1.2   Elect  Director John H. Eyler, Jr.        For       For        Management
1.3   Elect  Director Roger N. Farah            For       For        Management
1.4   Elect  Director Peter A. Georgescu        For       For        Management
1.5   Elect  Director Cinda A. Hallman          For       For        Management
1.6   Elect  Director Calvin Hill               For       For        Management
1.7   Elect  Director Nancy Karch               For       For        Management
1.8   Elect  Director Norman S. Matthews        For       For        Management
1.9   Elect  Director Arthur B. Newman          For       For        Management
1.10  Elect  Director Frank R. Noonan           For       For        Management
2     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       For        Management
1.2   Elect  Director E. Gail de Planque        For       For        Management
1.3   Elect  Director William M. Griffin        For       For        Management
1.4   Elect  Director Kerney Laday              For       For        Management
1.5   Elect  Director Jack E. Little            For       For        Management
1.6   Elect  Director Erle Nye                  For       For        Management
1.7   Elect  Director J.E. Oesterreicher        For       For        Management
1.8   Elect  Director Michael W. Ranger         For       For        Management
1.9   Elect  Director Herbert H. Richardson     For       For        Management
1.10  Elect  Director C. John Wilder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              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   Against    Shareholder
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director James P. Kelly            For       For        Management
1.4   Elect  Director Ann M. Livermore          For       For        Management
1.5   Elect  Director Gary E. MacDougal         For       For        Management
1.6   Elect  Director Victor A. Pelson          For       For        Management
1.7   Elect  Director Lea N. Soupata            For       For        Management
1.8   Elect  Director Robert M. Teeter          For       For        Management
1.9   Elect  Director John W. Thompson          For       For        Management
1.10  Elect  Director Carol B. Tome             For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

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


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

VERITAS DGC INC.

Ticker:       VTS            Security ID:  92343P107
Meeting Date: DEC 2, 2003    Meeting Type: Annual
Record Date:  NOV 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Loren K. Carroll           For       For        Management
1.2   Elect Director Clayton P. Cormier         For       For        Management
1.3   Elect Director James R. Gibbs             For       For        Management
1.4   Elect Director Stephen J. Ludlow          For       For        Management
1.5   Elect Director Brian F. MacNeill          For       For        Management
1.6   Elect Director Jan Rask                   For       For        Management
1.7   Elect Director David B. Robson            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Option Exchange Program           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   Against    Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     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    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


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

VIACOM INC.

Ticker:       VIA            Security ID:  925524308
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George S. Abrams          For       For        Management
1.2   Elect  Director David R. Andelman         For       For        Management
1.3   Elect  Director Joseph A. Califano, Jr.   For       For        Management
1.4   Elect  Director William S. Cohen          For       For        Management
1.5   Elect  Director Philippe P. Dauman        For       For        Management
1.6   Elect  Director Alan C. Greenberg         For       For        Management
1.7   Elect  Director Mel Karmazin              For       Withhold   Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director David T. McLaughlin       For       For        Management
1.10  Elect  Director Shari Redstone            For       Withhold   Management
1.11  Elect  Director Sumner M. Redstone        For       For        Management
1.12  Elect  Director Frederic V. Salerno       For       Withhold   Management
1.13  Elect  Director William Schwartz          For       Withhold   Management
1.14  Elect  Director Patty Stonesifer          For       For        Management
1.15  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


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

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


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

W HOLDING COMPANY, INC.

Ticker:       WHI            Security ID:  929251106
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cesar A. Ruiz             For       For        Management
1.2   Elect  Director Pedro R. Dominguez        For       Withhold   Management
2     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   Against    Shareholder
7     Prepare Sustainability Report             Against   Against    Shareholder
8     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   Against    Shareholder
11    Submit Executive Compensation to Vote     Against   Against    Shareholder


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

WALGREEN CO.

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

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


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

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       Withhold   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


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

WELLPOINT HEALTH NETWORKS INC.

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

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


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

WELLS FARGO & COMPANY

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

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


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

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


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

WHIRLPOOL CORP.

Ticker:       WHR            Security ID:  963320106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allan D. Gilmour          For       For        Management
1.2   Elect  Director Michael F. Johnston       For       For        Management
1.3   Elect  Director Janice D. Stoney          For       For        Management
1.4   Elect  Director David R. Whitwam          For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


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

YELLOW ROADWAY CORP.

Ticker:       YELL           Security ID:  985577105
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cassandra C. Carr         For       For        Management
1.2   Elect  Director Howard M. Dean            For       For        Management
1.3   Elect  Director Frank P. Doyle            For       For        Management
1.4   Elect  Director John F. Fiedler           For       For        Management
1.5   Elect  Director Dennis E. Foster          For       For        Management
1.6   Elect  Director John C. McKelvey          For       For        Management
1.7   Elect  Director Phillip J. Meek           For       For        Management
1.8   Elect  Director William L. Trubeck        For       For        Management
1.9   Elect  Director Carl W. Vogt              For       For        Management
1.10  Elect  Director William D. Zollars        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

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   Against    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


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

ZHONE TECHNOLOGIES, INC.

Ticker:       ZHNE           Security ID:  98950P108
Meeting Date: JUN 30, 2004   Meeting Type: Special
Record Date:  MAY 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


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

ZHONE TECHNOLOGIES, INC.

Ticker:       ZHNE           Security ID:  98950P108
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael M. Connors        For       For        Management
1.2   Elect  Director Morteza Ejabat            For       For        Management
1.3   Elect  Director James Timmins             For       For        Management
2     Ratify Auditors                           For       For        Management

========== 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)                       ING VP BALANCED PORTFOLIO, INC.
             ------------------------------------------------------------------

By (Signature and Title)                /s/ James M. Hennessy
                        ------------------------------------------------------
                                President and Chief Executive Officer

Date                               August 30, 2004
     --------------------------------------------------------------------------