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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  811-10045
                                  ---------------------------------------------
                Calvert Impact Fund, Inc.
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

     4550 Montgomery Ave., Bethesda, MD                            20814
- -------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip code)


          Ivy Wafford Duke, 4550 Montgomery, Ave., Bethesda, MD 20814
- -------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code:  301-951-4800
                                                    ---------------------------
Date of fiscal year end:  July 1, 2003
                        -------------------
Date of reporting period: June 30, 2004
                         ------------------

         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: 811-10045
Reporting Period: 07/01/2003 - 06/30/2004
Calvert Impact Fund, Inc.









=================== CALVERT IMPACT CALVERT LARGE CAP GROWTH ====================


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       Withhold   Management
1.2   Elect Director Jeffrey A. Rich            For       Withhold   Management
1.3   Elect Director Mark A. King               For       Withhold   Management
1.4   Elect Director Joseph P. O'Neill          For       Withhold   Management
1.5   Elect Director Frank A. Rossi             For       Withhold   Management
1.6   Elect Director J. Livingston Kosberg      For       Withhold   Management
1.7   Elect Director Dennis McCuistion          For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director John Shelby Amos II       For       For        Management
1.3   Elect  Director Michael H. Armacost       For       Withhold   Management
1.4   Elect  Director Kriss Cloninger III       For       For        Management
1.5   Elect  Director Joe Frank Harris          For       For        Management
1.6   Elect  Director Elizabeth J. Hudson       For       For        Management
1.7   Elect  Director Kenneth S. Janke, Sr.     For       For        Management
1.8   Elect  Director Douglas W. Johnson        For       For        Management
1.9   Elect  Director Robert B. Johnson         For       For        Management
1.10  Elect  Director Charles B. Knapp          For       For        Management
1.11  Elect  Director Hidefumi Matsui           For       For        Management
1.12  Elect  Director Nobuhiro Mori             For       For        Management
1.13  Elect  Director E. Stephen Purdom, M.D.   For       For        Management
1.14  Elect  Director Barbara K. Rimer, Ph.D.   For       For        Management
1.15  Elect  Director Marvin R. Schuster        For       For        Management
1.16  Elect  Director Glenn Vaughn, Jr.         For       For        Management
1.17  Elect  Director Robert L. Wright          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


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

AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey P. Bezos          For       Withhold   Management
1.2   Elect  Director Tom A. Alberg             For       Withhold   Management
1.3   Elect  Director L. John Doerr             For       Withhold   Management
1.4   Elect  Director William B. Gordon         For       Withhold   Management
1.5   Elect  Director Myrtle S. Potter          For       Withhold   Management
1.6   Elect  Director Thomas O. Ryder           For       Withhold   Management
1.7   Elect  Director Patricia Q. Stonesifer    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

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   For        Shareholder
      Contributions/Activities
6     Divest from Tobacco Equities              Against   For        Shareholder
7     Link Executive Compensation to Predatory  Against   For        Shareholder
      Lending


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

AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  03074K100
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Peter Ricketts         For       Withhold   Management
1.2   Elect  Director C. Kevin Landry           For       Withhold   Management
1.3   Elect  Director Mark L. Mitchell          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

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       Withhold   Management
1.2   Elect  Director Mark A. Bertelsen         For       Withhold   Management
1.3   Elect  Director Crawford W. Beveridge     For       Withhold   Management
1.4   Elect  Director J. Hallam Dawson          For       Withhold   Management
1.5   Elect  Director Michael J. Fister         For       Withhold   Management
1.6   Elect  Director Per-Kristian Halvorsen    For       Withhold   Management
1.7   Elect  Director Steven Scheid             For       Withhold   Management
1.8   Elect  Director Mary Alice Taylor         For       Withhold   Management
1.9   Elect  Director Larry W. Wangberg         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Policy Regarding Equity-Based       Against   For        Shareholder
      Compensation for Executives


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

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       Withhold   Management
1.2   Elect  Director Mark Leslie               For       Withhold   Management
1.3   Elect  Director Donald K. Peterson        For       Withhold   Management
1.4   Elect  Director Anthony P. Terracciano    For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Limit Awards to Executives                Against   For        Shareholder


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

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   For        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   For        Shareholder
      Information Security


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

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


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

BIOGEN IDEC INC

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan Belzer               For       Withhold   Management
1.2   Elect  Director Mary L. Good              For       Withhold   Management
1.3   Elect  Director James C. Mullen           For       Withhold   Management
1.4   Elect  Director Bruce R. Ross             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

BIOMET, INC.

Ticker:       BMET           Security ID:  090613100
Meeting Date: SEP 27, 2003   Meeting Type: Annual
Record Date:  AUG 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry L. Ferguson          For       Withhold   Management
1.2   Elect Director Daniel P. Hann             For       Withhold   Management
1.3   Elect Director Thomas F. Kearns, Jr.      For       Withhold   Management
1.4   Elect Director Dane A. Miller, Ph.D.      For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       Withhold   Management
1.2   Elect  Director John Major                For       Withhold   Management
1.3   Elect  Director Alan E. Ross              For       Withhold   Management
1.4   Elect  Director Henry Samueli, Ph.D.      For       Withhold   Management
1.5   Elect  Director Robert E. Switz           For       Withhold   Management
1.6   Elect  Director Werner F. Wolfen          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

CANON INC.

Ticker:       CAJ            Security ID:  138006309
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE PROPOSAL OF PROFIT        For       For        Management
      APPROPRIATION FOR THE 103RD BUSINESS
      TERM.
2     Amend Articles to: Authorize Share        For       For        Management
      Repurchases at Board's Discretion
3     ELECTION OF TWENTY-SEVEN DIRECTORS.       For       For        Management
4     ELECTION OF THREE CORPORATE AUDITORS.     For       Against    Management
5     ELECTION OF ADDITIONAL ACCOUNTING         For       For        Management
      AUDITOR.
6     GRANT OF RETIRING ALLOWANCE TO DIRECTORS  For       For        Management
      AND CORPORATE AUDITORS TO BE RETIRED.
7     REVISION OF THE REMUNERATIONS FOR         For       For        Management
      DIRECTORS AND CORPORATE AUDITORS.


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

CAREER EDUCATION CORP.

Ticker:       CECO           Security ID:  141665109
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas B. Lally           For       Withhold   Management
1.2   Elect  Director John M. Larson            For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

CHESAPEAKE ENERGY CORP.

Ticker:       CHK            Security ID:  165167107
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank A. Keating          For       Withhold   Management
1.2   Elect  Director Tom L. Ward               For       Withhold   Management
1.3   Elect  Director Frederick B. Whittemore   For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Increase Authorized Preferred Stock       For       For        Management


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

CNET NETWORKS, INC.

Ticker:       CNET           Security ID:  12613R104
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John C. 'Bud' Colligan    For       Withhold   Management
1.2   Elect  Director Jarl Mohn                 For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lakshmi Narayanan         For       For        Management
1.2   Elect  Director John E. Klein             For       For        Management
2     Increase Authorized Common Stock and      For       Against    Management
      Eliminate Class of Common Stock
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Employee Stock Purchase Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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

D.R. HORTON, INC.

Ticker:       DHI            Security ID:  23331A109
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald R. Horton           For       Withhold   Management
1.2   Elect Director Bradley S. Anderson        For       Withhold   Management
1.3   Elect Director Michael R. Buchanan        For       Withhold   Management
1.4   Elect Director Richard I. Galland         For       Withhold   Management
1.5   Elect Director Francine I. Neff           For       Withhold   Management
1.6   Elect Director Donald J. Tomnitz          For       Withhold   Management
1.7   Elect Director Bill W. Wheat              For       Withhold   Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Other Business                            For       Against    Management


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

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director  Steven M. Rales          For       Withhold   Management
1.2   Elect  Director  John T. Schwieters       For       Withhold   Management
1.3   Elect  Director  Alan G. Spoon            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Develop Charter Language on Board         Against   For        Shareholder
      Diversity


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

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


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

DEUTSCHE TELEKOM

Ticker:       DT             Security ID:  251566105
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE RESOLUTION ON THE         For       For        Management
      APPROPRIATION OF NET INCOME.
2     APPROVAL OF ACTIONS BY THE BOARD OF       For       For        Management
      MANAGEMENT FOR THE FINANCIAL YEAR 2003.
3     APPROVAL OF ACTIONS BY THE SUPERVISORY    For       For        Management
      BOARD FOR THE FINANCIAL YEAR 2003.
4     Ratify Auditors                           For       For        Management
5     APPROVAL OF THE RESOLUTION AUTHORIZING    For       For        Management
      THE COMPANY TO PURCHASE AND USE ITS OWN
      SHARES.
6     APPROVAL OF THE RESOLUTION ON PARTIAL     For       For        Management
      REVOCATION OF AS YET UNUSED PART OF
      AUTHORIZATION TO GRANT SUBSCRIPTION
      RIGHTS.
7     APPROVAL OF THE RESOLUTION ON THE         For       Against    Management
      CANCELLATION OF THE APPROVED CAPITAL 2000
      AND THE CREATION OF NEW APPROVED CAPITAL
      2004.
8     APPROVAL TO CONCLUDE A PROFIT AND LOSS    For       For        Management
      TRANSFER AGREEMENT WITH T-PUNKT
      VERTRIEBSGESELLSCHAFT MBH.
9     APPROVAL TO CONCLUDE A PROFIT AND LOSS    For       For        Management
      TRANSFER AGREEMENT WITH TRAVIATA
      TELEKOMMUNIKATIONSDIENSTE GMBH.
10    APPROVAL TO CONCLUDE A PROFIT AND LOSS    For       For        Management
      TRANSFER AGREEMENT WITH NORMA
      TELEKOMMUNIKATIONSDIENSTE GMBH.
11    APPROVAL TO CONCLUDE A PROFIT AND LOSS    For       For        Management
      TRANSFER AGREEMENT WITH CARMEN
      TELEKOMMUNIKATIONSDIENSTE GMBH.
12    APPROVAL OF THE RESOLUTION ON THE         For       For        Management
      AMENDMENT OF SECTION 13 OF THE ARTICLES
      OF INCORPORATION.
13    APPROVAL OF THE RESOLUTION ON THE         For       For        Management
      AMENDMENT OF SECTION 14 OF THE ARTICLES
      OF INCORPORATION.


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

E*TRADE GROUP, INC.

Ticker:       ET             Security ID:  269246104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald D. Fisher          For       Withhold   Management
1.2   Elect  Director George A. Hayter          For       Withhold   Management
1.3   Elect  Director Donna L. Weaver           For       Withhold   Management
2     Ratify Auditors                           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       Withhold   Management
1.2   Elect  Director Thomas J. Tierney         For       Withhold   Management
1.3   Elect  Director Margaret C. Whitman       For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Stock Option Plan                   For       Against    Management
4     Increase Authorized Common Stock          For       Against    Management
5     Ratify Auditors                           For       For        Management
6     Expense Stock Options                     Against   For        Shareholder


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

ECOLAB, INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard U. De Schutter    For       For        Management
1.2   Elect  Director William L. Jews           For       For        Management
1.3   Elect  Director Joel W. Johnson           For       For        Management
1.4   Elect  Director Ulrich Lehner             For       For        Management
1.5   Elect  Director Beth M. Pritchard         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

EON LABS, INC.

Ticker:       ELAB           Security ID:  29412E100
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas Strungmann, Ph.D.  For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary G. Benanav           For       Withhold   Management
1.2   Elect  Director Frank J. Borelli          For       Withhold   Management
1.3   Elect  Director Nicholas J. LaHowchic     For       Withhold   Management
1.4   Elect  Director Thomas P. Mac Mahon       For       Withhold   Management
1.5   Elect  Director John O. Parker, Jr.       For       Withhold   Management
1.6   Elect  Director George Paz                For       Withhold   Management
1.7   Elect  Director Samuel K. Skinner         For       Withhold   Management
1.8   Elect  Director Seymour Sternberg         For       Withhold   Management
1.9   Elect  Director Barrett A. Toan           For       Withhold   Management
1.10  Elect  Director Howard L. Waltman         For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 15, 2004   Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard R. Levine           For       Withhold   Management
1.2   Elect Director George R. Mahoney, Jr.     For       Withhold   Management
1.3   Elect Director Mark R. Bernstein          For       Withhold   Management
1.4   Elect Director Sharon Allred Decker       For       Withhold   Management
1.5   Elect Director Edward C. Dolby            For       Withhold   Management
1.6   Elect Director Glenn A. Eisenberg         For       Withhold   Management
1.7   Elect Director James G. Martin            For       Withhold   Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Ratify Auditors                           For       For        Management


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

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


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

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


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

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       Withhold   Management
1.2   Elect  Director Charles T. Fote           For       Withhold   Management
1.3   Elect  Director Richard P. Kiphart        For       Withhold   Management
1.4   Elect  Director Joan E. Spero             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

FLEETBOSTON FINANCIAL CORP.

Ticker:       FLT            Security ID:  339030108
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

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


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

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       Withhold   Management
1.3   Elect Director George S. Cohan            For       Withhold   Management
1.4   Elect Director Dan L. Goldwasser          For       Withhold   Management
1.5   Elect Director Lester B. Salans, M.D.     For       Withhold   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


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

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


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

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       Withhold   Management
1.2   Elect  Director Lord Browne Of Madingley  For       Withhold   Management
1.3   Elect  Director Claes Dahlback            For       Withhold   Management
1.4   Elect  Director James A. Johnson          For       Withhold   Management
1.5   Elect  Director Lois D. Juliber           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         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       Withhold   Management
1.2   Elect Director Henry F. Frigon            For       Withhold   Management
1.3   Elect Director Roger W. Hale              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

HARLEY-DAVIDSON, INC.

Ticker:       HDI            Security ID:  412822108
Meeting Date: APR 24, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry K. Allen             For       For        Management
1.2   Elect Director Richard I. Beattie         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


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

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Robert L. Nardelli        For       For        Management
1.10  Elect  Director Roger S. Penske           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Adopt ILO Based Code of Conduct           Against   For        Shareholder
7     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


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

INTEL CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   For        Shareholder


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

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


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

JP MORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   For        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   For        Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   For        Shareholder


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: APR 16, 2004   Meeting Type: Special
Record Date:  MAR 10, 2004

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


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pradeep Sindhu            For       Withhold   Management
1.2   Elect  Director Robert M. Calderoni       For       Withhold   Management
1.3   Elect  Director Kenneth Levy              For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Battey         For       Withhold   Management
1.2   Elect  Director H. A. True, III           For       Withhold   Management
1.3   Elect  Director Fayez Sarofim             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Prepare a Sustainability Report           Against   For        Shareholder
5     Expense Stock Options                     Against   For        Shareholder


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

KNIGHT TRADING GROUP, INC.

Ticker:       NITE           Security ID:  499063105
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William L. Bolster        For       Withhold   Management
1.2   Elect  Director Charles V. Doherty        For       Withhold   Management
1.3   Elect  Director Gary R. Griffith          For       Withhold   Management
1.4   Elect  Director Thomas M. Joyce           For       Withhold   Management
1.5   Elect  Director Robert M. Lazarowitz      For       Withhold   Management
1.6   Elect  Director Thomas C. Lockburner      For       Withhold   Management
1.7   Elect  Director Rodger O. Riney           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

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       Withhold   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


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

MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Berick           For       Withhold   Management
1.2   Elect  Director Benjamin R. Civiletti     For       Withhold   Management
1.3   Elect  Director Bruce L. Hammonds         For       Withhold   Management
1.4   Elect  Director William L. Jews           For       Withhold   Management
1.5   Elect  Director Randolph D. Lerner        For       Withhold   Management
1.6   Elect  Director Stuart L. Markowitz       For       Withhold   Management
1.7   Elect  Director William B. Milstead       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Require Majority of Independent Directors Against   For        Shareholder
      on Board


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 28, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Gordon M. Sprenger         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

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       Against    Management


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Basil L. Anderson         For       For        Management
1.2   Elect  Director Raymond W Mcdaniel Jr.    For       For        Management
1.3   Elect  Director John Rutherfurd, Jr.      For       For        Management
1.4   Elect  Director John K. Wulff             For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management
5     Performance- Based                        Against   Against    Shareholder


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

NEXTEL COMMUNICATIONS, INC.

Ticker:       NXTL           Security ID:  65332V103
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Keith J. Bane             For       For        Management
1.2   Elect  Director V. Janet Hill             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. Wayne Gittinger        For       For        Management
1.2   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.3   Elect  Director Jeanne P. Jackson         For       For        Management
1.4   Elect  Director Bruce A. Nordstrom        For       For        Management
1.5   Elect  Director John N. Nordstrom         For       For        Management
1.6   Elect  Director Alfred E. Osborne, Jr.,   For       For        Management
      Ph.D.
1.7   Elect  Director William D. Ruckelshaus    For       For        Management
1.8   Elect  Director Alison A. Winter          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert Aiello             For       Withhold   Management
1.2   Elect  Director Fred Corrado              For       Withhold   Management
1.3   Elect  Director Richard L. Crandall       For       Withhold   Management
1.4   Elect  Director Wayne Mackie              For       Withhold   Management
1.5   Elect  Director Claudia B. Malone         For       Withhold   Management
1.6   Elect  Director Jack L. Messman           For       Withhold   Management
1.7   Elect  Director Richard L. Nolan          For       Withhold   Management
1.8   Elect  Director Thomas G. Plaskett        For       Withhold   Management
1.9   Elect  Director John W. Poduska, Sr.      For       Withhold   Management
1.10  Elect  Director James D. Robinson, III    For       Withhold   Management
1.11  Elect  Director Kathy Brittain White      For       Withhold   Management
2     Expense Stock Options                     Against   For        Shareholder
3     Performance-Based/Indexed Options         Against   For        Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   For        Shareholder
      Services


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

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   For        Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   For        Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               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


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

REUTERS GROUP PLC (FORMERLY REUTERS HOLDINGS PLC)

Ticker:                      Security ID:  76132M102
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     2003 REPORT & ACCOUNTS.                   For       For        Management
2     REMUNERATION REPORT AND POLICY.           For       For        Management
3     DIVIDEND.                                 For       For        Management
4.1   Elect  Directors Tom Glocer               For       For        Management
4.2   Elect  Directors David Grigson            For       For        Management
4.3   Elect  Directors Sir Christopher Hogg     For       For        Management
4.4   Elect  Directors Ian Strachan             For       For        Management
4.5   Elect  Directors Charles Sinclair         For       For        Management
5     RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS  For       For        Management
      LLP.
6     REMUNERATION OF AUDITORS.                 For       For        Management
7     REMUNERATION OF NON-EXECUTIVE DIRECTORS.  For       For        Management
8     AMENDMENTS TO RULES OF THE LONG TERM      For       For        Management
      INCENTIVE PLAN.
9     APPROVAL OF RESTRICTED SHARE PLAN.        For       For        Management
10    POWER TO ADOPT ADDITIONAL RESTRICTED      For       For        Management
      SHARE PLANS.
11    APPROVAL OF ANNUAL BONUS PROFIT SHARING   For       For        Management
      PLAN.
12    POWER TO ADOPT ADDITIONAL ANNUAL BONUS    For       For        Management
      PROFIT SHARING PLANS.
13    AUTHORITY FOR COMPANY TO PURCHASE OWN     For       For        Management
      SHARES.
14    AMENDED ARTICLES OF ASSOCIATION.          For       For        Management
15    DIRECTORS  AUTHORITY TO ALLOT SHARES.     For       For        Management
16    DISAPPLICATION OF PRE-EMPTION RIGHTS.     For       For        Management
      *NOTE- VOTING CUT-OFF DATE: APRIL 15,
      2004 AT 3:00 P.M. EDT


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

SAFECO CORP.

Ticker:       SAFC           Security ID:  786429100
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert S. Cline           For       For        Management
1.2   Elect  Director G. Thompson Hutton        For       For        Management
1.3   Elect  Director William W. Krippaehne,    For       For        Management
      Jr.
1.4   Elect  Director Michael S. McGavick       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

SBC COMMUNICATIONS INC.

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

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


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

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       Against    Management


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

SLM CORP.

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles L. Daley          For       Withhold   Management
1.2   Elect  Director William M. Diefenderfer,  For       Withhold   Management
      III
1.3   Elect  Director Thomas J. Fitzpatrick     For       Withhold   Management
1.4   Elect  Director Edward A. Fox             For       Withhold   Management
1.5   Elect  Director Diane Suitt Gilleland     For       Withhold   Management
1.6   Elect  Director Earl A. Goode             For       Withhold   Management
1.7   Elect  Director Ann Torre Grant           For       Withhold   Management
1.8   Elect  Director Ronald F. Hunt            For       Withhold   Management
1.9   Elect  Director Benjamin J. Lambert, III  For       Withhold   Management
1.10  Elect  Director Albert L. Lord            For       Withhold   Management
1.11  Elect  Director Barry A. Munitz           For       Withhold   Management
1.12  Elect  Director A. Alexander Porter, Jr.  For       Withhold   Management
1.13  Elect  Director Wolfgang Schoellkopf      For       Withhold   Management
1.14  Elect  Director Steven L. Shapiro         For       Withhold   Management
1.15  Elect  Director Barry L. Williams         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

SOUTHTRUST CORP.

Ticker:       SOTR           Security ID:  844730101
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl F. Bailey            For       Withhold   Management
1.2   Elect  Director John M. Bradford          For       Withhold   Management
1.3   Elect  Director William C. Hulsey         For       Withhold   Management
1.4   Elect  Director Wallace D. Malone, Jr.    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Rocca          For       For        Management
1.2   Elect  Director David A. Thompson         For       For        Management
1.3   Elect  Director Stefan K. Widensohler     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur M. Blank           For       For        Management
1.2   Elect  Director Gary L. Crittenden        For       For        Management
1.3   Elect  Director Martin Trust              For       For        Management
1.4   Elect  Director Paul F. Walsh             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
8     Limit Executive Compensation              Against   Against    Shareholder
9     Prohibit Auditor from Providing Non-Audit Against   For        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       Withhold   Management
1.2   Elect  Director Gregory B. Maffei         For       Withhold   Management
1.3   Elect  Director Orin C. Smith             For       Withhold   Management
1.4   Elect  Director Olden Lee                 For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

STRYKER CORP.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Brown             For       Withhold   Management
1.2   Elect  Director Howard E. Cox, Jr.        For       Withhold   Management
1.3   Elect  Director Donald M. Engelman, Ph.D. For       Withhold   Management
1.4   Elect  Director Jerome H. Grossman, M.D.  For       Withhold   Management
1.5   Elect  Director John S. Lillard           For       Withhold   Management
1.6   Elect  Director William U. Parfet         For       Withhold   Management
1.7   Elect  Director Ronda E. Stryker          For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management


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

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Golden as Class   For       Withhold   Management
      II Director
1.2   Elect Director Joseph A. Hafner, Jr. as   For       For        Management
      Class II Director
1.3   Elect Director Thomas E. Lankford as      For       Withhold   Management
      Class II Director
1.4   Elect Director Richard J. Schnieders as   For       Withhold   Management
      Class II Director
1.5   Elect Director John K. Stubblefield, Jr.  For       For        Management
      as Class III Director
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on the Impact of Genetically       Against   For        Shareholder
      Engineered Products


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

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


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victoria Buyniski         For       Withhold   Management
      Gluckman
1.2   Elect  Director Arthur D. Collins, Jr.    For       Withhold   Management
1.3   Elect  Director Jerry W. Levin            For       Withhold   Management
1.4   Elect  Director Thomas E. Petry           For       Withhold   Management
1.5   Elect  Director Richard G. Reiten         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Executive Compensation to Vote     Against   For        Shareholder
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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

UNIVISION COMMUNICATIONS INC.

Ticker:       UVN            Security ID:  914906102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Jerrold Perenchio      For       Withhold   Management
1.2   Elect  Director Fernando Aguirre          For       Withhold   Management
1.3   Elect  Director Harold Gaba               For       Withhold   Management
1.4   Elect  Director Alan F. Horn              For       Withhold   Management
1.5   Elect  Director John G. Perenchio         For       Withhold   Management
1.6   Elect  Director Ray Rodriguez             For       Withhold   Management
1.7   Elect  Director McHenry T. Tichenor, Jr.  For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                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


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

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


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

WESTERN DIGITAL CORP.

Ticker:       WDC            Security ID:  958102105
Meeting Date: NOV 20, 2003   Meeting Type: Annual
Record Date:  OCT 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Matthew E. Massengill      For       Withhold   Management
1.2   Elect Director I.M. Booth                 For       Withhold   Management
1.3   Elect Director Peter D. Behrendt          For       Withhold   Management
1.4   Elect Director Kathleen A. Cote           For       Withhold   Management
1.5   Elect Director Henry T. DeNero            For       Withhold   Management
1.6   Elect Director William L. Kimsey          For       Withhold   Management
1.7   Elect Director Michael D. Lambert         For       Withhold   Management
1.8   Elect Director Roger H. Moore             For       Withhold   Management
1.9   Elect Director Thomas E. Pardun           For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

XEROX CORP.

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glenn A. Britt            For       For        Management
1.2   Elect  Director Richard J. Harrington     For       For        Management
1.3   Elect  Director William Curt Hunter       For       For        Management
1.4   Elect  Director Vernon E. Jordan, Jr.     For       Withhold   Management
1.5   Elect  Director Hilmar Kopper             For       For        Management
1.6   Elect  Director Ralph S. Larsen           For       For        Management
1.7   Elect  Director Anne M. Mulcahy           For       For        Management
1.8   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.9   Elect  Director John E. Pepper            For       For        Management
1.10  Elect  Director Ann N. Reese              For       For        Management
1.11  Elect  Director Stephen Robert            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

XTO ENERGY CORP

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip R. Kevil          For       Withhold   Management
1.2   Elect  Director Scott G. Sherman          For       Withhold   Management
1.3   Elect  Director Bob R. Simpson            For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management

#D879 - SPECIAL MEETING - ALLSTREAM INC. (5/12/04)
Control# 4872-0965-5080 (3,267 shares) Cusip: 02004C204



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: John          For           With Mgmt
      McLennan, Gerald E. Beasley, Jane Mowat and Ian M.
      Mckinnon as the representatives of the holders of
      CLASS B Limited voting shares
2     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada Business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
3     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof

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


#D879 - SPECIAL MEETING - ALLSTREAM INC. (5/12/04)
Control# 4872-0964-3699 (60 shares)  Cusip: 02004C105



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: Purdy         For           With Mgmt
      Crawford, William A. Etherington, Deryk I. King, Ian
      D. Mansfield and Daniel F. Sullivan as the
      representatives of the holders of CLASS A voting
      shares
2     The re-appointment of KPMG LLP as auditors of the           For           With Mgmt
      corporation and authorization for the directors to fix
      their remuneration
3     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
4     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof

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


#D808 - Covad Communication (8/14/03)



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1.1   Elect Director Larry Irving                                 Withhold      Against Mgmt   no gender/racial diversity
1.2   Elect Director Richard A. Jalkut                            Withhold      Against Mgmt   no gender/racial diversity
1.3   Elect Director Daniel C. Lynch                              Withhold      Against Mgmt   no gender/racial diversity
2     Approve Employee Stock Purchase Plan                        Against       Against Mgmt
3     Ratify Auditors                                             For

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


#D808 - Special Meeting - Allstream Inc. (5/12/04)
Control# 4872-0964-9277 (704,720 shares)  Cusip: 02004C204



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: John          For           With Mgmt
      McLennan, Gerald E. Beasley, Jane Mowat and Ian M.
      Mckinnon as the representatives of the holders of
      CLASS B Limited voting shares
2     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada Business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
3     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof

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


#D808 - Special Meeting - Allstream Inc. (5/12/04)
Control# 4872-0963-9042 (13,100 shares)  Cusip: 02004C105



#     PROPOSAL                                                    VOTE          NOTES
                                                                       
1     The election of directors of the corporation: Purdy         For           With Mgmt
      Crawford, William A. Etherington, Deryk I.
      King, Ian D. Mansfield and Daniel F. Sullivan as the
      representatives of the holders of CLASS A voting
      shares
2     The re-appointment of KPMG LLP as auditors of the           For           With Mgmt
      corporation and authorization for the directors to fix
      their remuneration
3     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
4     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof



#D808 - Covad Communication (6/10/04)



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1.1   Elect Director L. Dale Crandall                             For           With Mgmt
1.2   Elect Director Hellene S. Runtagh                           For           With Mgmt
2     Ratify Auditors (pricewaterhousecoopers, llp)               For           With Mgmt

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


#D878 - SPECIAL MEETING - ALLSTREAM INC. (5/12/04)
Control# 4872-0965-4957 (6,707 shares) Cusip: 02004C204



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: John          For           With Mgmt
      McLennan, Gerald E. Beasley, Jane Mowat and Ian M.
      Mckinnon as the representatives of the holders of
      CLASS B Limited voting shares
2     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada Business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
3     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof



#D878 - SPECIAL MEETING - ALLSTREAM INC. (5/12/04)
Control# 4872-0964-2566 (124 shares)Cusip: 02004C105



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: Purdy         For           With Mgmt
      Crawford, William A. Etherington, Deryk I. King, Ian
      D. Mansfield and Daniel F. Sullivan as the
      representatives of the holders of CLASS A voting
      shares
2     The re-appointment of KPMG LLP as auditors of the           For           With Mgmt
      corporation and authorization for the directors to fix
      their remuneration

3     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.

4     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof



#D816 - SPECIAL MEETING - ALLSTREAM INC. (5/12/04)
Control# 4872-0965-0535 (39,560 shares) Cusip: 02004C204



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: John          For           With Mgmt
      McLennan, Gerald E. Beasley, Jane Mowat and Ian M.
      Mckinnon as the representatives of the holders of
      CLASS B Limited voting shares
2     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada Business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
3     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof

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


#D816 - SPECIAL MEETING - ALLSTREAM INC. (5/12/04)
Control# 4872-0964-0300 (734 shares) Cusip: 02004C105



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of directors of the corporation: Purdy         For           With Mgmt
      Crawford, William A. Etherington, Deryk I. King, Ian
      D. Mansfield and Daniel F. Sullivan as the
      representatives of the holders of CLASS A voting
      shares
2     The re-appointment of KPMG LLP as auditors of the           For           With Mgmt
      corporation and authorization for the directors to fix
      their remuneration
3     To approve the entering into of an arrangement under        For           With Mgmt
      section 192 of the special canada business
      corporations act involving, among other things, the
      acquisition by Manitoba Telecom Services Inc. ("MTS")
      of all the outstanding shares of the corporation in
      exchange for cash and shares of MTS.
4     To rescind the corporation's shareholder rights plan        For           With Mgmt
      agreement dated as of April 1, 2003, and all of the
      provisions thereof

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


#D805 Special Equity - CSIF Balance
Pharmadigm, Inc.  (Annual Meeting of Shareholders October 24, 2003)


#     PROPOSAL                                                    VOTE          NOTES
                                                                       
1     Election of 3 members of the Board of Directors             For           With Mgmt
2     Approval of a reverse stock split of the outstanding        For           With Mgmt
      common shares of the Company
3     Approve 2003 Equity Inventive Plan                          For           With Mgmt
4     Ratify Auditors (Ernst&Young)                               For           With Mgmt
5     Any other business                                          For           With Mgmt




Special Equity - CSIF Balance
Wild Planet Toys, Inc. (Annual Meeting of Shareholders April 2, 2004)



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   

1     To elect six (6) directors to the Board of Directors        For           With Mgmt      As a special equity holding in the
      to serve until the next Annual Meeting of Shareholders                                   portfolio, Calvert has the
                                                                                               discretion to vote in a manner that
                                                                                               may be inconsistent with the
                                                                                               guidelines, but still is in the
                                                                                               funds'/shareholders' best interest.
                                                                                               (Board includes gender diversity,
                                                                                               unsure of racial diversity)

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


Special Equity - CSIF Balance
Hayes Medical, Inc.
Ticker:    CUSIP: 42099193
Rec Date:  Meeting Date: 4/28/04


#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     The election of three of the five Directors of the          For           With Mgmt      As a special equity holding in the
      Company to serve until the next Annual Meeting of                                        portfolio, Calvert has the
      Shareholders or until their successors shall be duly                                     discretion to vote in a manner that
      elected and qualified.                                                                   may be inconsistent with the
                                                                                               guidelines, but still is in the
                                                                                               funds'/shareholders' best interest.
4     Approval of the retention of the outside accounting         For           With Mgmt
      firm, Rossman, MacDonald & Benetti, Inc. to perform a
      review of the Company's financials for 2003 and to
      prepare and file the Company's corporate tax returns
      for 2003.
5     Waiver of the right to receive audited financial            For           With Mgmt
      statements for the fiscal year ended 2003.
6     Approval of the amendment of the Company's 1993 Stock       For           With Mgmt
      Option Plan (as Amended April 27, 2001), increasing
      the number of shares of Common Stock reserved for
      issuance thereunder by 300,000 for a total of
      3,500,000
8     In their discretion on any other matter or matters          For           With Mgmt
      that may properly come before said meeting or any
      adjournments thereof



Special Equity - CSIF Balanced (2478 shares)
Distributed Energy Systems Corp (Annual Meeting of Shareholders June 2, 2004)
Ticker: CUSIP: 25475V10


#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   

1     To elect the following three (3) Class I directors for      For           With Mgmt      As a special equity holding in the
      a three (3) year term. (Paul Koeppe, Gerald Ostroski,                                    portfolio, Calvert has the
      Philip Sharp)                                                                            discretion to vote in a manner that
                                                                                               may be inconsistent with the
                                                                                               guidelines, but still is in the
                                                                                               funds'/shareholders' best interest.
                                                                                               (Board includes gender diversity,
                                                                                               unsure of racial diversity)
2     To ratify the selection by the Board of Directors of        For           With Mgmt
      PricewaterhouseCoopers LLP as the Company's
      independent auditors for the current fiscal year

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


Special Equity - CSIF Balanced
CFBanc Corporation (Annual Meeting of Shareholders June 17, 2004)
Ticker: CUSIP: 12499V922



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   

1     Elect the directors                                         For           With Mgmt      As a special equity holding in the
                                                                                               portfolio, Calvert has the
                                                                                               discretion to vote in a manner that
                                                                                               may be inconsistent with the
                                                                                               guidelines, but still is in the
                                                                                               funds'/shareholders' best interest.
                                                                                               (Board includes gender diversity,
                                                                                               unsure of racial diversity)
2     To ratify the selection of Trice Geary & Myers, LLC as      For           With Mgmt
      as the independent auditors for the fiscal year ending
      December 31, 2004

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


Special Equity - CSIF Balance
Pharmadigm, Inc. (Special Meeting of Shareholders)
Ticker: CUSIP: 69899093
Rec Date: 7/1/04 Meeting Date: 7/12/04



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     Proposal to approve merger agreement and to approve         For           With Mgmt      As a special equity holding in the
      reincorporation                                                                          portfolio, Calvert has the
                                                                                               discretion to vote in a manner that
                                                                                               may be inconsistent with the
                                                                                               guidelines, but still is in the
                                                                                               funds'/shareholders' best interest.

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


Special Equity - CWVF
Proton Energy
Ticker:    PRTN         CUSIP:        74371K101
Rec Date:  11/3/2003    Meeting Date: 12/10/2003



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     Approve Merger Agreement                                    For           With Mgmt      As a special equity holding in the
                                                                                               portfolio, Calvert has the discretion
                                                                                               to vote in a manner that may be
                                                                                               inconsistent with the guidelines, but
                                                                                               still is in the funds'/shareholders'
                                                                                               best interest.
2     Adjourn Meeting                                             For           With Mgmt

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


Special Equity - CWVF
Northern Power Systems, Inc
Ticker:     CUSIP:
Rec Date:  11/3/2003    Meeting Date: 12/10/2003



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   

1     Approve Merger Agreement                                    For           With Mgmt      As a special equity holding in the
                                                                                               portfolio, Calvert has the discretion
                                                                                               to vote in a manner that may be
                                                                                               inconsistent with the guidelines, but
                                                                                               still is in the funds'/shareholders'
                                                                                               best interest.

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


Special Equity - CWV International Equity (418331 shares)
Distributed Energy Systems Corp (Annual Meeting of Shareholders June 2, 2004)



#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     To elect the following three (3) Class I directors for      For           With Mgmt      As a special equity holding in the
      a three (3) year term. (Paul Koeppe, Gerald Ostroski,                                    portfolio, Calvert has the discretion
      Philip Sharp)                                                                            to vote in a manner that may be
                                                                                               inconsistent with the guidelines, but
                                                                                               still is in the funds'/shareholders'
                                                                                               best interest. (Board includes gender
                                                                                               diversity, unsure of racial
                                                                                               diversity)
2     To ratify the selection by the Board of Directors of        For           With Mgmt
      PricewaterhouseCoopers LLP as the Company's
      independent auditors for the current fiscal year

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


Special Equity - CWV International Equity (106119 shares)
Distributed Energy Systems Corp (Annual Meeting of Shareholders June 2, 2004)


#     PROPOSAL                                                    VOTE          NOTES          COMMENTS
                                                                                   
1     To elect the following three (3) Class I directors for      For           With Mgmt      As a special equity holding in the
      a three (3) year term. (Paul Koeppe, Gerald Ostroski,                                    portfolio, Calvert has the discretion
      Philip Sharp)                                                                            to vote in a manner that may be
                                                                                               inconsistent with the guidelines, but
                                                                                               still is in the funds'/shareholders'
                                                                                               best interest. (Board includes gender
                                                                                               diversity, unsure of racial
                                                                                               diversity)
2     To ratify the selection by the Board of Directors of        For           With Mgmt
      PricewaterhouseCoopers LLP as the Company's
      independent auditors for the current fiscal year

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                                 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)   Calvert Impact Fund, Inc.
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By (Signature and Title)* /s/ Ivy Wafford Duke, Associated General Counsel
                         ------------------------------------------------------
Date           July 29, 2004
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