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                                  UNITED STATES                             OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION               OMB Number:    3235-0582
                              WASHINGTON, DC 20549                      Expires:  March 31, 2006
                                                                        Estimated average burden
                                    FORM N-PX                           hours per response..14.4



          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number           811-1540
                                  ---------------------------------------------


                                AIM FUNDS GROUP
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


             11 Greenway Plaza, Suite 100, Houston, TX       77046
- -------------------------------------------------------------------------------
             (Address of principal executive offices)      (Zip code)


                                Robert H. Graham
                11 Greenway Plaza, Suite 100, Houston, TX 77046
- -------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                    Copy to:

                               Lisa A. Moss, Esq.
                              A I M Advisors, Inc.
                          11 Greenway Plaza, Suite 100
                               Houston, TX 77046


Registrant's telephone number, including area code:        (713) 626-1919
                                                    ---------------------------

Date of fiscal year end:       12/31
                        -------------------

Date of reporting period: 7/1/03 - 6/30/04
                         ------------------

         Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

         A registrant is required to disclose the information specified by Form
 N-PX, and the Commission will make this information public. A registrant is not
 required to respond to the collection of information contained in Form N-PX
 unless the Form displays a currently valid Office of Management and Budget
 ("OMB") control number. Please direct comments concerning the accuracy of the
 information collection burden estimate and any suggestions for reducing the
 burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
 NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
 information under the clearance requirements of 44 U.S.C. Section 3507.





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

ICA File Number: 811-01540
Reporting Period: 07/01/2003 - 06/30/2004
AIM Funds Group









========================== AIM GLOBAL UTILITIES FUND ===========================


ACEA SPA

Ticker:                      Security ID:  T0040K106
Meeting Date: OCT 24, 2003   Meeting Type: Special
Record Date:  OCT 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Reports on the First Semester 2003 For       Did Not    Management
      Results in Addition to Updates on                   Vote
      Continuing Activities
2     Fix Number of, and Elect Directors; Elect For       Did Not    Management
      President of the Board; Approve                     Vote
      Remuneration of Directors
3     Appoint Internal Statutory Auditors;      For       Did Not    Management
      Approve Remuneration of Auditors                    Vote


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

NATIONAL GRID TRANSCO PLC (FORMERLY NATIONAL GRID GROUP PLC,

Ticker:       NGG            Security ID:  G6375K102
Meeting Date: JUL 21, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 10.34 Pence Per For       For        Management
      Share
3     Elect Nick Winser as Director             For       For        Management
4     Elect John Parker as Director             For       For        Management
5     Elect Steve Lucas as Director             For       For        Management
6     Elect John Wybrew as Director             For       For        Management
7     Elect Kenneth Harvey as Director          For       For        Management
8     Elect Stephen Pettit as Director          For       For        Management
9     Elect George Rose as Director             For       For        Management
10    Reelect Steve Holliday as Director        For       For        Management
11    Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
12    Approve Remuneration Report               For       For        Management
13    Authorize 307,722,000 Shares for Share    For       For        Management
      Repurchase Program


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

UNITED UTILITIES PLC

Ticker:                      Security ID:  G92806101
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 32.1 Pence Per  For       For        Management
      Share
3     Reelect John Roberts as Director          For       For        Management
4     Reelect Gordon Waters as Director         For       For        Management
5     Reelect Jane Newell as Director           For       For        Management
6     Approve Remuneration Report               For       For        Management
7     Approve Deloitte and Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      GBP 185,565,137
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of GBP 27,834,770
10    Authorize 55,669,541 Ordinary Shares for  For       For        Management
      Share Repurchase Program


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

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





5a    Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
5b    Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
5c    Authorize Reissuance of Repurchased       For       For        Management
      Shares


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

SSANGYONG MOTOR

Ticker:                      Security ID:  Y8146D102
Meeting Date: MAR 19, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements, with No     For       For        Management
      Dividends
2     Amend Articles of Incorporation to        For       Against    Management
      Clarify Director Authorities, Allow
      Electronic Distribution of Meeting
      Notices, Authorize Issuance of
      Subscription Rights to Party Purchasing
      Ssangyong Shares Held by Creditors
3     Elect Member of Audit Committee           For       For        Management
4     Approve Limit on Remuneration of          For       For        Management
      Directors


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

STANDARD CHARTERED PLC

Ticker:                      Security ID:  G84228157
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:

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


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

SUN HUNG KAI PROPERTIES LTD.

Ticker:                      Security ID:  Y82594121
Meeting Date: NOV 18, 2003   Meeting Type: Annual
Record Date:  NOV 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend                    For       For        Management
3     Reelect Directors and Fix Their           For       For        Management
      Remuneration
4     Reappoint Auditors and Authorize Board to For       For        Management
      Fix Their Remuneration
5     Approve Repurchase of Up to 10 Percent of For       For        Management
      Issued Capital
6     Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities without
      Preemptive Rights
7     Authorize Reissuance of Repurchased       For       For        Management
      Shares
8     Other Business (Voting)                   For       Against    Management


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

SWIRE PACIFIC

Ticker:                      Security ID:  Y83310105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:

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


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

TECK COMINCO LTD.

Ticker:       TEK.B          Security ID:  878742204
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect J. B. Aune, L. I. Barber, H. J.     For       For        Management
      Bolton, J. W. Gill, M. Hisatsune, N. B.
      Keevil, N. B. Keevil III, T. Mochihara,
      W. S. R. Seyffert D. R. Sinclair, K. E.
      Steeves, C. Thompson, D. Thompson and R.
      J. Wright as Directors
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors
4     Amend Stock Option Plan                   For       For        Management


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

TIMBERWEST FOREST CORP.

Ticker:       TWF.U          Security ID:  887147205
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Brown          For       For        Management
1.2   Elect  Director V. Edward Daughney        For       For        Management
1.3   Elect  Director Paul J. McElligott        For       For        Management
1.4   Elect  Director Robert W. Murdoch         For       For        Management
1.5   Elect  Director Anthony J. Petrina        For       For        Management
1.6   Elect  Director Conrad A. Pinette         For       For        Management
1.7   Elect  Director Kenneth A. Shields        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors


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

TPG NV (FORMERLY TNT POST GROUP NV)

Ticker:       TP             Security ID:  N31143105
Meeting Date: APR 7, 2004    Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Presentation by M. Bakker         None      Did Not    Management
                                                          Vote
3     Receive Report of Management Board        None      Did Not    Management
                                                          Vote
4     Discussion about Company's Corporate      None      Did Not    Management
      Governance Policy                                   Vote
5.1   Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
5.2   Receive Explanation of Company's Reserves None      Did Not    Management
      and Dividend Policy                                 Vote
5.3   Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
5.4   Approve Discharge of Supervisory Board    For       Did Not    Management
                                                          Vote
5.5   Authorize Board to Prepare Annual Report  For       Did Not    Management
      in English                                          Vote
6.1   Ratify Previous Appointment of D. Kulik   For       Did Not    Management
      and M. Lombard as New Members to the                Vote
      Management Board
6.2   Reelect M. Bakker to Management Board     For       Did Not    Management
                                                          Vote
7     Approve Remuneration Policy for           For       Did Not    Management
      Management Board                                    Vote
8.1   Opportunity for General Meeting to Make   None      Did Not    Management
      Recommendations for Appointment Member of           Vote
      Supervisory Board
8.2   Reelect R. Abrahamsen to Supervisory      For       Did Not    Management
      Board                                               Vote
8.3   Receive Announcement of Resignation of J. None      Did Not    Management
      Hommem from Supervisory Board                       Vote
9.1   Grant Board Authority to Issue All        For       Did Not    Management
      Preference B Shares as well as Ordinary             Vote
      Shares Up to 20 Percent of Issued Share
      Capital
9.2   Grant Board Authority to Restrict/Exclude For       Did Not    Management
      Preemptive Rights from Ordinary Share               Vote
      Issuance Under Item 9.1
10    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
11    Receive Announcement on the Conclusions   None      Did Not    Management
      of Three-Year Assessment of the                     Vote
      Functioning of the External Auditor
12    Amend Articles Re: Add Indemnity Clause   For       Did Not    Management
      to Indemnify Members of Management Board            Vote
      and Supervisory Board
13    Allow Questions                           None      Did Not    Management
                                                          Vote
14    Close Meeting                             None      Did Not    Management
                                                          Vote


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

UNILEVER PLC

Ticker:       UL             Security ID:  G92087124
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 11.92 Pence Per For       For        Management
      Ordinary Share
4     Re-elect Niall Fitzgerald as Director     For       For        Management
5     Re-elect Antony Burgmans as Director      For       For        Management
6     Re-elect Clive Butler as Director         For       For        Management
7     Re-elect Patrick Cescau as Director       For       For        Management
8     Re-elect Keki Dadiseth as Director        For       For        Management
9     Re-elect Andre baron van Heemstra as      For       For        Management
      Director
10    Re-elect Rudy Markham as Director         For       For        Management
11    Elect Kees van der Graaf as Director      For       For        Management
12    Re-elect Lord Brittan of Spennithorne as  For       For        Management
      Director
13    Re-elect Baroness Chalker of Wallasey as  For       For        Management
      Director
14    Re-elect Bertrand Collomb as Director     For       For        Management
15    Re-elect Wim Dik as Director              For       For        Management
16    Re-elect Oscar Fanjul as Director         For       For        Management
17    Re-elect Claudio Gonzalez as Director     For       For        Management
18    Re-elect Hilmar Kopper as Director        For       For        Management
19    Re-elect The Lord Simon of Highbury as    For       For        Management
      Director
20    Re-elect Jeroen van der Veer as Director  For       For        Management
21    Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
22    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
23    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 13,450,000
24    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 2 Million
25    Authorise 290 Million Ordinary Shares for For       For        Management
      Market Purchase
26    Amend Articles of Association Re: New     For       For        Management
      Corporate Governance Arrangements
27    Amend Articles of Association Re:         For       For        Management
      Treasury Shares


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

WELLS FARGO & COMPANY

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

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


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

WESTAIM CORP.

Ticker:       WED            Security ID:  956909105
Meeting Date: MAY 5, 2004    Meeting Type: Annual/Special
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Neil Carragher, Ian W. Delaney,     For       For        Management
      Barry M. Heck, Frank W. King, Edward M.
      Lakusta, Daniel P. Owen, Guy J. Turcotte
      and Bruce V. Walter as Directors
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors
3     Adopt or Amend Shareholder Rights Plan    For       For        Management
      (Poison Pill)
4     Amend Restricted Stock Plan               For       For        Management


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

WSFS FINANCIAL CORP.

Ticker:       WSFS           Security ID:  929328102
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Downey            For       For        Management
1.2   Elect  Director Thomas P. Preston         For       Withhold   Management
1.3   Elect  Director Marvin N. Schoenhals      For       For        Management
1.4   Elect  Director R. Ted Weschler           For       For        Management
2     Ratify Auditors                           For       For        Management


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

YELLOW PAGES INCOME FD

Ticker:       YLO.U          Security ID:  985569102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Michael Boychuk, John Gaulding,     For       For        Management
      Michael Lambert, Donald Mazankowski,
      Anthony Miller, Stuart Smith, Marc
      Tellier as Trustees of the Fund
2     Elect Michael Boychuk, John Gaulding,     For       For        Management
      Michael Lambert, Donald Mazankowski,
      Anthony Miller, Stuart Smith, Marc
      Tellier as Trustees of the Trust
3     Elect Michael Boychuk, John Gaulding,     For       For        Management
      Michael Lambert, Donald Mazankowski,
      Anthony Miller, Stuart Smith, Marc
      Tellier as Directors of YPG General
      Partner Inc.
4     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors





=========================== AIM NEW TECHNOLOGY FUND ============================


ACCREDO HEALTH, INC.

Ticker:       ACDO           Security ID:  00437V104
Meeting Date: NOV 25, 2003   Meeting Type: Annual
Record Date:  SEP 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dick R. Gourley as Class   For       For        Management
      II Director
1.2   Elect Director Thomas G. Rotherham as     For       For        Management
      Class II Director
1.3   Elect Director William Edward Evans as    For       For        Management
      Class III Director
2     Ratify Auditors                           For       For        Management


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

AFFILIATED COMPUTER SERVICES, INC.

Ticker:       ACS            Security ID:  008190100
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       For        Management
1.2   Elect Director Jeffrey A. Rich            For       For        Management
1.3   Elect Director Mark A. King               For       For        Management
1.4   Elect Director Joseph P. O'Neill          For       For        Management
1.5   Elect Director Frank A. Rossi             For       For        Management
1.6   Elect Director J. Livingston Kosberg      For       For        Management
1.7   Elect Director Dennis McCuistion          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

BIOGEN IDEC INC

Ticker:       BIIB           Security ID:  449370105
Meeting Date: NOV 12, 2003   Meeting Type: Special
Record Date:  SEP 25, 2003

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


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

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


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

CARDIAC SCIENCE, INC.

Ticker:       DFIB           Security ID:  141410209
Meeting Date: NOV 17, 2003   Meeting Type: Annual
Record Date:  OCT 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond W. Cohen           For       Withhold   Management
1.2   Elect Director Howard L. Evers            For       For        Management
1.3   Elect Director Peter Crosby               For       For        Management
1.4   Elect Director Brian H. Dovey             For       For        Management
1.5   Elect Director Ray E. Newton, III         For       For        Management
1.6   Elect Director Jeffrey O'Donnell Sr.      For       For        Management
1.7   Elect Director Bruce Barclay              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     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


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

DAKTRONICS, INC.

Ticker:       DAKT           Security ID:  234264109
Meeting Date: AUG 20, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Kurtenbach        For       Withhold   Management
1.2   Elect Director Roland J. Jensen           For       For        Management
1.3   Elect Director James A. Vellenga          For       For        Management
2     Ratify Auditors                           For       For        Management


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

DELL INC.

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

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


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

DOCUMENTUM, INC.

Ticker:       DCTM           Security ID:  256159104
Meeting Date: DEC 18, 2003   Meeting Type: Special
Record Date:  NOV 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  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       Withhold   Management
1.2   Elect Director Lee M. Amaitis             For       Withhold   Management
1.3   Elect Director Joseph C. Noviello         For       Withhold   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


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

EXTREME NETWORKS, INC.

Ticker:       EXTR           Security ID:  30226D106
Meeting Date: DEC 3, 2003    Meeting Type: Annual
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bob L. Corey               For       For        Management
1.2   Elect Director Peter Wolken               For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Solomon             For       Withhold   Management
1.2   Elect Director William J. Candee, III     For       For        Management
1.3   Elect Director George S. Cohan            For       For        Management
1.4   Elect Director Dan L. Goldwasser          For       For        Management
1.5   Elect Director Lester B. Salans, M.D.     For       For        Management
1.6   Elect Director Kenneth E. Goodman         For       Withhold   Management
1.7   Elect Director Phillip M. Satow           For       Withhold   Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

GLOBAL PAYMENTS, INC.

Ticker:       GPN            Security ID:  37940X102
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond L. Killian, Jr. as For       For        Management
      Class I Director
1.2   Elect Director Michael W. Trapp as Class  For       For        Management
      II Director
1.3   Elect Director Gerald J. Wilkins as Class For       For        Management
      II Director
1.4   Elect Director Alex W. Hart as Class III  For       For        Management
      Director
1.5   Elect Director William I. Jacobs as Class For       For        Management
      III Director
1.6   Elect Director Gillian H. Denham as Class For       Withhold   Management
      III Director
1.7   Elect Director Alan M. Silberstein as     For       For        Management
      Class III Director


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

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:       HAR            Security ID:  413086109
Meeting Date: NOV 12, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward H. Meyer            For       For        Management
1.2   Elect Director Gregory P. Stapleton       For       For        Management
1.3   Elect Director Stanley A. Weiss           For       For        Management
2     Approve Stock Split                       For       For        Management


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

INTEGRATED CIRCUIT SYSTEMS, INC.

Ticker:       ICST           Security ID:  45811K208
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hock E. Tan                For       Withhold   Management
1.2   Elect Director Nam P. Suh, Ph.D.          For       For        Management


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

INTUIT, INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen M. Bennett         For       For        Management
1.2   Elect Director Christopher W. Brody       For       For        Management
1.3   Elect Director William V. Campbell        For       For        Management
1.4   Elect Director Scott D. Cook              For       For        Management
1.5   Elect Director L. John Doerr              For       For        Management
1.6   Elect Director Donna L. Dubinsky          For       For        Management
1.7   Elect Director Michael R. Hallman         For       For        Management
1.8   Elect Director Stratton D. Sclavos        For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.a   Elect Director H. Raymond Bingham         For       For        Management
1.b   Elect Director Robert T. Bond             For       For        Management
1.c   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.d   Elect Director Michael E. Marks           For       For        Management
2     Ratify Auditors                           For       For        Management


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

LAM RESEARCH CORP.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Jack R. Harris             For       For        Management
1.6   Elect Director Grant M. Inman             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


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

MACROMEDIA, INC.

Ticker:       MACR           Security ID:  556100105
Meeting Date: JUL 24, 2003   Meeting Type: Annual
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert K. Burgess          For       For        Management
1.2   Elect Director John (Ian) Giffen          For       Withhold   Management
1.3   Elect Director William H. Harris, Jr.     For       For        Management
1.4   Elect Director Robert A. Kotick           For       For        Management
1.5   Elect Director Donald L. Lucas            For       For        Management
1.6   Elect Director Timothy O'Reilly           For       For        Management
1.7   Elect Director William B. Welty           For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

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       Withhold   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


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

MCDATA CORPORATION

Ticker:       MCDT           Security ID:  580031201
Meeting Date: AUG 27, 2003   Meeting Type: Annual
Record Date:  JUL 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles C. Johnston        For       For        Management
1.2   Elect Director John F. McDonnell          For       For        Management
1.3   Elect Director Laurence G. Walker         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: DEC 10, 2003   Meeting Type: Special
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       Against    Management
2     Amend Employee Stock Purchase Plan        For       For        Management


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

MICROCHIP TECHNOLOGY, INC.

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 15, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steve Sanghi               For       For        Management
1.2   Elect Director Albert J. Hugo-Martinez    For       For        Management
1.3   Elect Director L.B. Day                   For       For        Management
1.4   Elect Director Matthew W. Chapman         For       For        Management
1.5   Elect Director Wade F. Meyercord          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


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

MYLAN LABORATORIES INC.

Ticker:       MYL            Security ID:  628530107
Meeting Date: JUL 25, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Milan Puskar               For       For        Management
1.2   Elect Director Robert J. Coury            For       For        Management
1.3   Elect Director Wendy Cameron              For       For        Management
1.4   Elect Director Laurence S. DeLynn         For       For        Management
1.5   Elect Director John C. Gaisford, M.D.     For       For        Management
1.6   Elect Director Douglas J. Leech           For       Withhold   Management
1.7   Elect Director Joseph C. Maroon, M.D.     For       For        Management
1.8   Elect Director Patricia A. Sunseri        For       For        Management
1.9   Elect Director C.B. Todd                  For       For        Management
1.10  Elect Director Randall L. Vanderveen,     For       For        Management
      Ph.D.
1.11  Elect Director Stuart A. Williams, Esq.   For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

OMNIVISION TECHNOLOGIES, INC.

Ticker:       OVTI           Security ID:  682128103
Meeting Date: OCT 1, 2003    Meeting Type: Annual
Record Date:  AUG 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Joseph Jeng                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Amend Stock Option Plan                   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   Abstain    Shareholder


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

OSI SYSTEMS, INC.

Ticker:       OSIS           Security ID:  671044105
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Deepak Chopra              For       Withhold   Management
1.2   Elect Director Ajay Mehra                 For       Withhold   Management
1.3   Elect Director Steven C. Good             For       For        Management
1.4   Elect Director Meyer Luskin               For       For        Management
1.5   Elect Director Madan G. Syal              For       Withhold   Management
1.6   Elect Director Chand R. Viswanathan       For       For        Management
2     Ratify Auditors                           For       For        Management


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

OVERLAND STORAGE, INC.

Ticker:       OVRL           Security ID:  690310107
Meeting Date: NOV 17, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Christopher P. Calisi      For       For        Management
1.2   Elect Director Robert A. Degan            For       For        Management
1.3   Elect Director Scott McClendon            For       For        Management
1.4   Elect Director John Mutch                 For       For        Management
1.5   Elect Director Peter Preuss               For       For        Management
1.6   Elect Director John A. Shane              For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 2, 2003    Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Thomas Golisano         For       Withhold   Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director G. Thomas Clark            For       Withhold   Management
1.4   Elect Director David J. S. Flaschen       For       For        Management
1.5   Elect Director Phillip Horsley            For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director J. Robert Sebo             For       Withhold   Management
1.8   Elect Director Joseph M. Tucci            For       Withhold   Management


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

PINNACLE SYSTEMS, INC.

Ticker:       PCLE           Security ID:  723481107
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L. Gregory Ballard         For       For        Management
1.2   Elect Director Ajay Chopra                For       For        Management
1.3   Elect Director J. Kim Fennell             For       For        Management
1.4   Elect Director L. William Krause          For       For        Management
1.5   Elect Director John C. Lewis              For       For        Management
1.6   Elect Director Harry Motro                For       For        Management
1.7   Elect Director Mark L. Sanders            For       For        Management
1.8   Elect Director Charles J. Vaughan         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management


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

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       Withhold   Management
1.4   Elect Director Sam Nunn                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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

SEAGATE TECHNOLOGY

Ticker:       STX            Security ID:  G7945J104
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1-01  Elect David Bonderman as Director         For       For        Management
1-02  Elect William W. Bradley as Director      For       For        Management
1-03  Elect James G. Coulter as Director        For       For        Management
1-04  Elect James A. Davidson as Director       For       For        Management
1-05  Elect Glenn H. Hutchins as Director       For       For        Management
1-06  Elect Donald E. Kiernan as Director       For       For        Management
1-07  Elect Stephen J. Luczo as Director        For       For        Management
1-08  Elect David F. Marquardt as Director      For       For        Management
1-09  Elect John W. Thompson as Director        For       For        Management
1-10  Elect William D. Watkins as Director      For       For        Management
1-11  Elect Edward J. Zander as Director        For       For        Management
2     Approve Section 162(m) Incentive Bonus    For       For        Management
      Plan
3     Ratify Ernst & Young LLP as Auditors      For       For        Management


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

SOLECTRON CORP.

Ticker:       SLR            Security ID:  834182107
Meeting Date: JAN 7, 2004    Meeting Type: Annual
Record Date:  NOV 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William A. Hasler          For       For        Management
1.2   Elect Director Michael R. Cannon          For       For        Management
1.3   Elect Director Richard A. D'Amore         For       For        Management
1.4   Elect Director Heinz Fridrich             For       For        Management
1.5   Elect Director William R. Graber          For       For        Management
1.6   Elect Director Dr. Paul R. Low            For       For        Management
1.7   Elect Director C. Wesley M. Scott         For       For        Management
1.8   Elect Director Osamu Yamada               For       For        Management
1.9   Elect Director Cyril Yansouni             For       For        Management
2     Approve Option Exchange Program           For       Against    Management
3     Ratify Auditors                           For       For        Management


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

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


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

SYNAPTICS INC

Ticker:       SYNA           Security ID:  87157D109
Meeting Date: OCT 21, 2003   Meeting Type: Annual
Record Date:  SEP 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Keith B. Geeslin           For       For        Management
2     Ratify Auditors                           For       For        Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: NOV 17, 2003   Meeting Type: Special
Record Date:  OCT 6, 2003

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


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

THQ INC.

Ticker:       THQI           Security ID:  872443403
Meeting Date: AUG 12, 2003   Meeting Type: Annual
Record Date:  JUN 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian J. Farrell           For       For        Management
1.2   Elect Director Lawrence Burstein          For       For        Management
1.3   Elect Director Brian Dougherty            For       For        Management
1.4   Elect Director James L. Whims             For       For        Management
1.5   Elect Director L. Gregory Ballard         For       For        Management
1.6   Elect Director Henry T. DeNero            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Approve Option Exchange Program           For       For        Management


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

TIVO INC.

Ticker:       TIVO           Security ID:  888706108
Meeting Date: AUG 6, 2003    Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Ramsay             For       For        Management
1.2   Elect Director Randy Komisar              For       Withhold   Management
1.3   Elect Director Geoffrey Y. Yang           For       For        Management
2     Ratify Auditors                           For       For        Management


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

UTSTARCOM, INC.

Ticker:       UTSI           Security ID:  918076100
Meeting Date: SEP 24, 2003   Meeting Type: Special
Record Date:  AUG 15, 2003

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


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

VERINT SYSTEMS, INC.

Ticker:       VRNT           Security ID:  92343X100
Meeting Date: AUG 12, 2003   Meeting Type: Annual
Record Date:  JUN 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kobi Alexander             For       Withhold   Management
1.2   Elect Director Paul Baker                 For       Withhold   Management
1.3   Elect Director Dan Bodner                 For       Withhold   Management
1.4   Elect Director Victor De Marines          For       For        Management
1.5   Elect Director David Kreinberg            For       Withhold   Management
1.6   Elect Director David Ledwell              For       Withhold   Management
1.7   Elect Director Kenneth Minihan            For       For        Management
1.8   Elect Director Larry Myers                For       For        Management
1.9   Elect Director Igal Nissim                For       Withhold   Management
1.10  Elect Director Harris Oliner              For       Withhold   Management
1.11  Elect Director Paul Robinson              For       Withhold   Management
1.12  Elect Director Howard Safir               For       For        Management
1.13  Elect Director William Sorin              For       Withhold   Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management




========================== AIM PREMIER EQUITY FUND II ==========================


AFFILIATED COMPUTER SERVICES, INC.

Ticker:       ACS            Security ID:  008190100
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       For        Management
1.2   Elect Director Jeffrey A. Rich            For       For        Management
1.3   Elect Director Mark A. King               For       For        Management
1.4   Elect Director Joseph P. O'Neill          For       For        Management
1.5   Elect Director Frank A. Rossi             For       For        Management
1.6   Elect Director J. Livingston Kosberg      For       For        Management
1.7   Elect Director Dennis McCuistion          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

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


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

COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph Ellis               For       For        Management
1.2   Elect Director Lew Frankfort              For       For        Management
1.3   Elect Director Sally Frame Kasaks         For       For        Management
1.4   Elect Director Gary Loveman               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management


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

DELL INC.

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

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


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

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


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

MICROCHIP TECHNOLOGY, INC.

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 15, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steve Sanghi               For       For        Management
1.2   Elect Director Albert J. Hugo-Martinez    For       For        Management
1.3   Elect Director L.B. Day                   For       For        Management
1.4   Elect Director Matthew W. Chapman         For       For        Management
1.5   Elect Director Wade F. Meyercord          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: NOV 21, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Appleton         For       For        Management
1.2   Elect Director James W. Bagley            For       For        Management
1.3   Elect Director Robert A. Lothrop          For       For        Management
1.4   Elect Director Thomas T. Nicholson        For       For        Management
1.5   Elect Director Gordon C. Smith            For       For        Management
1.6   Elect Director William P. Weber           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


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

NATIONAL SEMICONDUCTOR CORP.

Ticker:       NSM            Security ID:  637640103
Meeting Date: SEP 26, 2003   Meeting Type: Annual
Record Date:  AUG 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian L. Halla             For       For        Management
1.2   Elect Director Steven R. Appleton         For       For        Management
1.3   Elect Director Gary P. Arnold             For       Withhold   Management
1.4   Elect Director Richard J. Danzig          For       For        Management
1.5   Elect Director Robert J. Frankenberg      For       For        Management
1.6   Elect Director E. Floyd Kvamme            For       For        Management
1.7   Elect Director Modesto A. Maidique        For       For        Management
1.8   Elect Director Edward R. Mccracken        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      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   Abstain    Shareholder


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 2, 2003    Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Thomas Golisano         For       Withhold   Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director G. Thomas Clark            For       Withhold   Management
1.4   Elect Director David J. S. Flaschen       For       For        Management
1.5   Elect Director Phillip Horsley            For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director J. Robert Sebo             For       Withhold   Management
1.8   Elect Director Joseph M. Tucci            For       Withhold   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       For        Management
      Stock Plan
4     Declassify the Board of Directors         Against   Against    Shareholder
5     Label Genetically Engineered Foods        Against   Abstain    Shareholder


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

STERIS CORP.

Ticker:       STE            Security ID:  859152100
Meeting Date: JUL 25, 2003   Meeting Type: Annual
Record Date:  MAY 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Hardis          For       For        Management
1.2   Elect Director Raymond A. Lancaster       For       For        Management
1.3   Elect Director J.B. Richey                For       For        Management
1.4   Elect Director Les C. Vinney              For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2003   Meeting Type: Special
Record Date:  SEP 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. Shalev as an External Director   For       For        Management
2     Approve Increase in Remuneration of       For       For        Management
      Directors other than the Chairman



========== 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)                              AIM FUNDS GROUP
             -------------------------------------------------------------------


By (Signature and Title)              /S/ ROBERT H. GRAHAM
                         -------------------------------------------------------
                                          Robert H. Graham
                             Chairman of the Board of Trustees and President

Date                                          08/31/04
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