UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY


                  Investment Company Act file number: 811-4946
                                                     ----------


                           Thompson Plumb Funds, Inc.
    -------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                           1200 John Q. Hammons Drive
                            Madison, Wisconsin 53717
    -------------------------------------------------------------------------
                    (Address of principle executive offices)

                     John W. Thompson, Chairman & Secretary
                           1200 John Q. Hammons Drive
                            Madison, Wisconsin 53717
    -------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 608-831-1300
                                                    ------------

Date of Fiscal year-end: 11/30/2004
                         ----------

Date of reporting period: 07/1/2003 - 06/30/2004
                          ----------------------

ITEM 1. PROXY VOTING RECORD











Thompson Plumb Bond Fund

There were no matters relating to a portfolio security considered at any
shareholder meetings held during the reporting period and with respect to which
the registrant was entitled to vote.










<Table>

                                                            SELECT FUND
- ------------------------------------------------------------------------------------------------------------------------------------
CONCORD EFS, INC.
                                                                                                    SPECIAL MEETING DATE: 10/28/2003
                                                                 CE

ISSUER:  206197       ISIN:

SEDOL:


  VOTE GROUP:  GLOBAL

  Proposal                                                                 Proposal               Vote           For or Against
   Number  Proposal                                                        Type                   Cast             Management
  -------- --------                                                        --------               ----           --------------
     01    APPROVE MERGER AGREEMENT                                        Management             For                 For


QWEST COMMUNICATIONS INTERNATIONAL I
                                                                                                     ANNUAL MEETING DATE: 12/16/2003
                                                                 Q

ISSUER: 749121        ISIN:

SEDOL:

VOTE GROUP: GLOBAL

 Proposal                                                                  Proposal               Vote           For or Against
  Number  Proposal                                                         Type                   Cast             Management
 -------- --------                                                         --------               ----           --------------
    01    ELECTION OF DIRECTORS                                            Management             For                 For

                           PHILIP F. ANSCHUTZ                              Management             For                 For
                           RICHARD C. NOTEBAERT                            Management             For                 For
                           FRANK F. POPOFF                                 Management             For                 For
    02    ADOPT STOCK PURCHASE PLAN                                        Management             For                 For
    03    S/H PROPOSAL - CORPORATE GOVERNANCE                              Shareholder            For               Against
    04    S/H PROPOSAL - DECLASSIFY BOARD                                  Shareholder            For               Against
    05    S/H PROPOSAL - CORPORATE GOVERNANCE                              Shareholder            For               Against
    06    S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS TO BE               Shareholder          Against               For
          INDEPENDENT
    07    S/H PROPOSAL - CORPORATE GOVERNANCE                              Shareholder          Against               For
    08    S/H PROPOSAL - CORPORATE GOVERNANCE                              Shareholder          Against               For
    09    S/H PROPOSAL - CORPORATE GOVERNANCE                              Shareholder          Against               For


CONCORD EFS, INC.
                                                                 CE
                                                                                                    SPECIAL MEETING DATE: 02/26/2004

ISSUER:  206197       ISIN:

SEDOL:

VOTE GROUP:  SELECT FUND

 Proposal                                                                  Proposal               Vote           For or Against
  Number  Proposal                                                         Type                   Cast             Management
 -------- --------                                                         --------               ----           --------------
    01    APPROVE MERGER AGREEMENT                                         Management             For                 For
</Table>



<Table>

TYCO INTERNATIONAL LTD.
                                                                                                     ANNUAL MEETING DATE: 03/25/2004
                                                                TYC

ISSUER:  902124         ISIN:

SEDOL:

VOTE GROUP:  SELECT FUND

 Proposal                                                                        Proposal          Vote           For or Against
  Number  Proposal                                                               Type              Cast             Management
 -------- --------                                                               --------          ----           --------------
   01     ELECTION OF DIRECTORS                                                  Management        For                For
                            DENNIS C. BLAIR                                      Management        For                For
                            EDWARD D. BREEN                                      Management        For                For
                            GEORGE W. BUCKLEY                                    Management        For                For
                            BRIAN DUPERREAULT                                    Management        For                For
                            BRUCE S. GORDON                                      Management        For                For
                            JOHN A. KROL                                         Management        For                For
                            MACKEY J. MCDONALD                                   Management        For                For
                            H. CARL MCCALL                                       Management        For                For
                            BRENDAN R. O'NEILL                                   Management        For                For
                            SANDRA S. WIJNBERG                                   Management        For                For
                            JEROME B. YORK                                       Management        For                For
    02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management        For                For
    03     AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED                     Management        For                For
    04     ADOPT OMNIBUS STOCK OPTION PLAN                                       Management      Against            Against
    05     S/H PROPOSAL - REQUIRE ENVIRONMENTAL REPORTING                        Shareholder       For              Against
    06     S/H PROPOSAL - REINCORPORATE IN OTHER STATE                           Shareholder     Against              For
    07     S/H - TOBACCO/YOUTH                                                   Shareholder     Against              For
</Table>




<Table>

FEDERAL HOME LOAN MORTGAGE CORPORATION
                                                                                                 ANNUAL MEETING DATE: 03/31/2004
                                                                FRE

ISSUER: 313400           ISIN:

SEDOL:


VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                       Proposal          Vote           For or Against
  Number  Proposal                                                              Type              Cast             Management
 -------- --------                                                              --------          ----           --------------
   01     ELECTION OF DIRECTORS                                                 Management         For                For

                          JOAN E. DONOGHUE                                      Management         For                For
                          MICHELLE ENGLER                                       Management         For                For
                          RICHARD KARL GOELTZ                                   Management         For                For
                          GEORGE D. GOULD                                       Management         For                For
                          HENRY KAUFMAN                                         Management         For                For
                          JOHN B. MCCOY                                         Management         For                For
                          SHAUN F. O'MALLEY                                     Management         For                For
                          RONALD F. POE                                         Management         For                For
                          STEPHEN A. ROSS                                       Management         For                For
                          DONALD J. SCHUENKE                                    Management         For                For
                          CHRISTINA SEIX                                        Management         For                For
                          RICHARD F. SYRON                                      Management         For                For
                          WILLIAM J. TURNER                                     Management         For                For
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management         For                For
</Table>





PFIZER INC.
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                PFE

ISSUER:  717081            ISIN:

SEDOL:


VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                       Proposal          Vote          For or Against
  Number  Proposal                                                              Type              Cast            Management
 -------- --------                                                              --------          ----          --------------

    01    ELECTION OF DIRECTORS                                                 Management         For                For

                            MICHAEL S. BROWN                                    Management         For                For
                            M. ANTHONY BURNS                                    Management         For                For
                            ROBERT N. BURT                                      Management         For                For
                            W. DON CORNWELL                                     Management         For                For
                            WILLIAM H. GRAY III                                 Management         For                For
                            CONSTANCE J. HORNER                                 Management         For                For
                            WILLIAM R. HOWELL                                   Management         For                For
                            STANLEY O. IKENBERRY                                Management         For                For
                            GEORGE A. LORCH                                     Management         For                For
                            HENRY A. MCKINNELL                                  Management         For                For
                            DANA G. MEAD                                        Management         For                For
                            FRANKLIN D. RAINES                                  Management         For                For
                            RUTH J. SIMMONS                                     Management         For                For
                            WILLIAM C. STEERE, JR.                              Management         For                For
                            JEAN-PAUL VALLES                                    Management         For                For
    02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management         For                For
    03    ADOPT STOCK OPTION PLAN                                               Management       Against            Against
    04    S/H PROPOSAL - HEALTH ISSUES                                          Shareholder      Against              For
    05    S/H PROPOSAL - POLITICAL/GOVERNMENT                                   Shareholder      Against              For
    06    S/H PROPOSAL - POLITICAL/GOVERNMENT                                   Shareholder      Against              For
    07    S/H PROPOSAL - BOARD OF DIRECTORS                                     Shareholder      Against              For
    08    MISCELLANEOUS SHAREHOLDER PROPOSAL                                    Shareholder      Against              For
    09    S/H - EXPENSING OF STOCK OPTIONS                                      Shareholder      Against              For
    10    S/H PROPOSAL - HEALTH ISSUES                                          Shareholder      Against              For






<Table>

REUTERS GROUP PLC
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                               RTRSY

ISSUER:  76132M        ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                          Proposal        Vote           For or Against
  Number  Proposal                                                                 Type            Cast             Management
 -------- --------                                                                 --------        ----           --------------

    01    RECEIVE CONSOLIDATED FINANCIAL STATEMENTS                                Management       For                For
    02    MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                              Management       For                For
    03    DIVIDEND                                                                 Management       For                For
    04    ELECTION OF DIRECTORS                                                    Management       For                For

                            TOM GLOCER                                             Management       For                For
                            DAVID GRIGSON                                          Management       For                For
                            SIR CHRISTOPHER HOGG                                   Management       For                For
                            IAN STRACHAN                                           Management       For                For
                            CHARLES SINCLAIR                                       Management       For                For
    09    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                               Management       For                For
    10    PERMIT DIRECTORS TO FIX/APPROVE AUDITOR'S REMUNERATION                   Management       For                For
    11    APPROVE RENUMERATION OF DIRECTORS                                        Management       For                For
    12    AMEND LONG TERM INCENTIVE PLAN                                           Management     Abstain            Against
    13    ADOPT OMNIBUS STOCK OPTION PLAN                                          Management     Against            Against
    14    ADOPT OMNIBUS STOCK OPTION PLAN                                          Management     Against            Against
    15    MISCELLANEOUS COMPENSATION PLANS                                         Management     Abstain            Against
    16    MISCELLANEOUS COMPENSATION PLANS                                         Management     Abstain            Against
    17    AUTHORIZE DIRECTORS TO REPURCHASE SHARES                                 Management       For                For
    18    APPROVE ARTICLE AMENDMENTS                                               Management       For                For
    19    ALLOT SECURITIES                                                         Management       For                For
    20    ELIMINATE PREEMPTIVE RIGHTS                                              Management       For                For








WYETH
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                WYE

ISSUER:  983024        ISIN:

SEDOL:


VOTE GROUP:  MUTUAL FUNDS


 Proposal                                                                       Proposal         Vote           For or Against
  Number  Proposal                                                              Type             Cast             Management
 -------- --------                                                              --------         ----           --------------

    01    ELECTION OF DIRECTORS                                                 Management         For                For

                            C.L. ALEXANDER, JR.                                 Management         For                For
                            F.A. BENNACK, JR.                                   Management         For                For
                            R.L. CARRION                                        Management         For                For
                            R. ESSNER                                           Management         For                For
                            J.D. FEERICK                                        Management         For                For
                            R. LANGER                                           Management         For                For
                            J.P. MASCOTTE                                       Management         For                For
                            M.L. POLAN                                          Management         For                For
                            I.G. SEIDENBERG                                     Management         For                For
                            W.V. SHIPLEY                                        Management         For                For
                            J.R. TORELL III                                     Management         For                For
    02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management         For                For
    03    S/H PROPOSAL - HEALTH ISSUES                                          Shareholder      Against              For
    04    S/H PROPOSAL - ANIMAL RIGHTS                                          Shareholder      Against              For










ABBOTT LABORATORIES
                                                                                                     ANNUAL MEETING DATE: 04/23/2004
                                                                ABT

ISSUER:  002824          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                       Proposal          Vote           For or Against
  Number  Proposal                                                              Type              Cast             Management
 -------- --------                                                              --------          ----           --------------

    01    ELECTION OF DIRECTORS                                                 Management         For                For

                            R.S. AUSTIN                                         Management         For                For
                            H.L. FULLER                                         Management         For                For
                            R.A. GONZALEZ                                       Management         For                For
                            J.M. GREENBERG                                      Management         For                For
                            J.M. LEIDEN                                         Management         For                For
                            D.A.L. OWEN                                         Management         For                For
                            B. POWELL JR.                                       Management         For                For
                            A.B. RAND                                           Management         For                For
                            W.A. REYNOLDS                                       Management         For                For
                            R.S. ROBERTS                                        Management         For                For
                            W.D. SMITHBURG                                      Management         For                For
                            J.R. WALTER                                         Management         For                For
                            M.D. WHITE                                          Management         For                For
    02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management         For                For
    03    S/H PROPOSAL - HEALTH ISSUES                                          Shareholder      Against              For
    04    S/H PROPOSAL - POLITICAL/GOVERNMENT                                   Shareholder      Against              For
    05    S/H PROPOSAL - CORPORATE GOVERNANCE                                   Shareholder      Abstain            Against
    06    S/H PROPOSAL - HEALTH ISSUES                                          Shareholder      Against              For







HONEYWELL INTERNATIONAL INC.
                                                                                                     ANNUAL MEETING DATE: 04/26/2004
                                                                HON

ISSUER:  438516        ISIN:

SEDOL:


VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                     Proposal            Vote           For or Against
  Number  Proposal                                                            Type                Cast             Management
 -------- --------                                                            --------            ----           --------------

    01    ELECTION OF DIRECTORS                                               Management           For                 For

                           JAMES J. HOWARD                                    Management           For                 For
                           BRUCE KARATZ                                       Management           For                 For
                           RUSSELL E. PALMER                                  Management           For                 For
                           IVAN G. SEIDENBERG                                 Management           For                 For
                           ERIC K. SHINSEKI                                   Management           For                 For
    02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management           For                 For
    03    S/H PROPOSAL - BOARD OF DIRECTORS                                   Shareholder        Against               For
    04    S/H PROPOSAL - PROXY PROCESS/STATEMENT                              Shareholder        Against               For
    05    S/H PROPOSAL - PUT GOLDEN PARACHUTE TO SHAREHOLDER                  Shareholder        Abstain             Against
          VOTE
    06    S/H - REPORT ON PAY DISPARITY                                       Shareholder        Against               For
    07    S/H PROPOSAL - ADOPT CUMULATIVE VOTING                              Shareholder        Against               For

MERCK & CO., INC.
                                                                                                     ANNUAL MEETING DATE: 04/27/2004
                                                                MRK

ISSUER:  589331            ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                     Proposal            Vote           For or Against
  Number  Proposal                                                            Type                Cast             Management
 -------- --------                                                            --------            ----           --------------

   01     ELECTION OF DIRECTORS                                               Management           For                 For

                            PETER C. WENDELL*                                 Management           For                 For
                            WILLIAM G. BOWEN**                                Management           For                 For
                            WILLIAM M. DALEY**                                Management           For                 For
                            THOMAS E. SHENK**                                 Management           For                 For
                            WENDELL P. WEEKS**                                Management           For                 For
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management           For                 For
   03     DECLASSIFY BOARD                                                    Management           For                 For
   04     S/H PROPOSAL - LIMIT COMPENSATION                                   Shareholder        Abstain             Against
   05     S/H PROPOSAL - HEALTH ISSUES                                        Shareholder        Against               For
   06     S/H - ADD BOARD ETHIC COMMITTEE                                     Shareholder        Against               For
   07     S/H PROPOSAL - POLITICAL/GOVERNMENT                                 Shareholder        Against               For
   08     S/H PROPOSAL - HEALTH ISSUES                                        Shareholder        Against               For






SCHERING-PLOUGH CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/27/2004
                                                                SGP

ISSUER:  806605          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                     Proposal             Vote           For or Against
  Number  Proposal                                                            Type                 Cast             Management
 -------- --------                                                            --------             ----           --------------

   01     ELECTION OF DIRECTORS                                               Management            For                 For

                            FRED HASSAN                                       Management            For                 For
                            PHILIP LEDER, M.D.                                Management            For                 For
                            EUGENE R. MCGRATH                                 Management            For                 For
                            RICHARD DE J. OSBORNE                             Management            For                 For
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management            For                 For
   03     ADOPT INCENTIVE STOCK OPTION PLAN                                   Management          Against             Against


ALTRIA GROUP, INC.
                                                                                                     ANNUAL MEETING DATE: 04/29/2004
                                                                 MO

ISSUER:  02209S         ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                  Proposal             Vote           For or Against
  Number  Proposal                                                         Type                 Cast             Management
 -------- --------                                                         --------             ----           --------------

    01    ELECTION OF DIRECTORS                                            Management            For                 For

                            ELIZABETH E. BAILEY                            Management            For                 For
                            MATHIS CABIALLAVETTA                           Management            For                 For
                            LOUIS C. CAMILLERI                             Management            For                 For
                            J. DUDLEY FISHBURN                             Management            For                 For
                            ROBERT E. R. HUNTLEY                           Management            For                 For
                            THOMAS W. JONES                                Management            For                 For
                            LUCIO A. NOTO                                  Management            For                 For
                            JOHN S. REED                                   Management            For                 For
                            CARLOS SLIM HELU                               Management            For                 For
                            STEPHEN M. WOLF                                Management            For                 For
    02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                       Management            For                 For
    03    S/H PROPOSAL - TOBACCO                                           Shareholder         Against               For
    04    S/H PROPOSAL - TOBACCO                                           Shareholder         Against               For
    05    S/H PROPOSAL - POLITICAL/GOVERNMENT                              Shareholder         Against               For
    06    S/H PROPOSAL - TOBACCO                                           Shareholder         Against               For
    07    S/H PROPOSAL - TOBACCO                                           Shareholder         Against               For
    08    S/H PROPOSAL - CORPORATE GOVERNANCE                              Shareholder         Abstain             Against






<Table>

SBC COMMUNICATIONS INC.
                                                                                                     ANNUAL MEETING DATE: 04/30/2004
                                                                SBC

ISSUER:  78387G            ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                      Proposal             Vote           For or Against
  Number  Proposal                                                             Type                 Cast             Management
 -------- --------                                                             --------             ----           --------------

    01    ELECTION OF DIRECTORS                                                Management            For                 For

                           JAMES E. BARNES                                     Management            For                 For
                           JAMES A. HENDERSON                                  Management            For                 For
                           JOHN B. MCCOY                                       Management            For                 For
                           S. DONLEY RITCHEY                                   Management            For                 For
                           JOYCE M. ROCHE                                      Management            For                 For
                           PATRICIA P. UPTON                                   Management            For                 For
    02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management            For                 For
    03    DECLASSIFY BOARD                                                     Management            For                 For
    04    S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder         Against               For
    05    S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder         Against               For


BRISTOL-MYERS SQUIBB COMPANY
                                                                                                     ANNUAL MEETING DATE: 05/04/2004
                                                                BMY

ISSUER: 110122         ISIN:

SEDOL:

VOTE GROUP: MUTUAL FUNDS

 Proposal                                                                       Proposal             Vote           For or Against
  Number   Proposal                                                             Type                 Cast             Management
 --------  --------                                                             --------             ----           --------------

    01     ELECTION OF DIRECTORS                                                Management            For                 For

                             P.R. DOLAN                                         Management            For                 For
                             L.V. GERSTNER, JR.                                 Management            For                 For
                             L. JOHANSSON                                       Management            For                 For
    02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management            For                 For
    03     S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder         Against               For
    04     S/H PROPOSAL - POLITICAL/GOVERNMENT                                  Shareholder         Against               For
    05     S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder         Against               For
    06     S/H PROPOSAL - HEALTH ISSUES                                         Shareholder         Against               For
    07     S/H PROPOSAL - PROXY PROCESS/STATEMENT                               Shareholder         Against               For






<Table>

TENET HEALTHCARE CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/06/2004
                                                                THC

ISSUER:  88033G          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                        Proposal        Vote          For or Against
  Number  Proposal                                                               Type            Cast            Management
 -------- --------                                                               --------        ----          --------------

     01   ELECTION OF DIRECTORS                                                  Management       For                 For

                            TREVOR FETTER                                        Management       For                 For
                            VAN B. HONEYCUTT                                     Management       For                 For
                            JOHN C. KANE                                         Management       For                 For
                            EDWARD A. KANGAS                                     Management       For                 For
                            J. ROBERT KERREY                                     Management       For                 For
                            RICHARD R. PETTINGILL                                Management       For                 For
     02   RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management       For                 For


FIRST HEALTH GROUP CORP.
                                                                                                     ANNUAL MEETING DATE: 05/13/2004
                                                                FHCC

ISSUER:  320960          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                        Proposal        Vote          For or Against
  Number  Proposal                                                               Type            Cast            Management
 -------- --------                                                               --------        ----          --------------

    01    ELECTION OF DIRECTORS                                                  Management       For                 For

                            MICHAEL J. BOSKIN, PHD                               Management       For                 For
                            DANIEL S. BRUNNER                                    Management       For                 For
                            RAUL CESAN                                           Management       For                 For
                            RONALD H. GALOWICH                                   Management       For                 For
                            HAROLD S. HANDELSMAN                                 Management       For                 For
                            DON LOGAN                                            Management       For                 For
                            WILLIAM MAYER                                        Management       For                 For
                            DAVID E. SIMON                                       Management       For                 For
                            JAMES C. SMITH                                       Management       For                 For
                            EDWARD L. WRISTEN                                    Management       For                 For
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management       For                 For






<Table>


THE INTERPUBLIC GROUP OF COMPANIES,
                                                                                                     ANNUAL MEETING DATE: 05/18/2004
                                                                IPG

ISSUER:  460690          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

 Proposal                                                                     Proposal             Vote           For or Against
  Number  Proposal                                                            Type                 Cast             Management
 -------- --------                                                            --------             ----           --------------

    01    ELECTION OF DIRECTORS                                               Management            For                 For

                            DAVID A. BELL                                     Management            For                 For
                            FRANK J. BORELLI                                  Management            For                 For
                            REGINALD K. BRACK                                 Management            For                 For
                            JILL M. CONSIDINE                                 Management            For                 For
                            CHRISTOPHER J. COUGHLIN                           Management            For                 For
                            JOHN J. DOONER, JR.                               Management            For                 For
                            RICHARD A. GOLDSTEIN                              Management            For                 For
                            H. JOHN GREENIAUS                                 Management            For                 For
                            MICHAEL I. ROTH                                   Management            For                 For
                            J. PHILLIP SAMPER                                 Management            For                 For
    02    ADOPT OMNIBUS STOCK OPTION PLAN                                     Management          Against             Against
    03    ADOPT OMNIBUS STOCK OPTION PLAN                                     Management          Against             Against
    04    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management            For                 For
    05    S/H PROPOSAL - NORTHERN IRELAND                                     Shareholder         Against               For

FIRST DATA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/19/2004
                                                                FDC

ISSUER:  319963      ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                     Proposal             Vote           For or Against
 Number  Proposal                                                            Type                 Cast             Management
- -------- --------                                                            --------             ----           --------------

   01    ELECTION OF DIRECTORS                                               Management            For                 For

                           HENRY C. DUQUES                                   Management            For                 For
                           CHARLES T. FOTE                                   Management            For                 For
                           RICHARD P. KIPHART                                Management            For                 For
                           JOAN E. SPERO                                     Management            For                 For
   02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management            For                 For




<Table>

MCDONALD'S CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/20/2004
                                                                MCD

ISSUER:  580135        ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                      Proposal            Vote           For or Against
 Number  Proposal                                                             Type                Cast             Management
- -------- --------                                                             --------            ----           --------------

   01     ELECTION OF DIRECTORS                                                Management          For                 For

                           EDWARD A. BRENNAN                                  Management           For                 For
                           WALTER E. MASSEY                                   Management           For                 For
                           JOHN W. ROGERS, JR.                                Management           For                 For
                           ANNE-MARIE SLAUGHTER                               Management           For                 For
                           ROGER W. STONE                                     Management           For                 For
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management           For                 For
   03     AMEND OMNIBUS STOCK OPTION PLAN                                     Management         Against             Against
   04     ADOPT INCENTIVE STOCK OPTION PLAN                                   Management         Against             Against


TRIZEC PROPERTIES, INC.
                                                                                                     ANNUAL MEETING DATE: 05/20/2004
                                                                TRZ

ISSUER:  89687P           ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                     Proposal             Vote           For or Against
 Number  Proposal                                                            Type                 Cast             Management
- -------- --------                                                            --------             ----           --------------

   01    ELECTION OF DIRECTORS                                               Management           For                 For

                           PETER MUNK                                        Management           For                 For
                           TIMOTHY CALLAHAN                                  Management           For                 For
                           L. JAY CROSS                                      Management           For                 For
                           BRIAN MULRONEY                                    Management           For                 For
                           JAMES O'CONNOR                                    Management           For                 For
                           GLENN RUFRANO                                     Management           For                 For
                           RICHARD THOMSON                                   Management           For                 For
                           POLYVIOS VINTIADIS                                Management           For                 For
                           STEPHEN VOLK                                      Management           For                 For
                           CASEY WOLD                                        Management           For                 For
   02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management           For                 For
   03    AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED                   Management           For                 For






<Table>

TIME WARNER INC.
                                                                                                     ANNUAL MEETING DATE: 05/21/2004
                                                                TWX

ISSUER:  887317         ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                      Proposal             Vote           For or Against
 Number  Proposal                                                             Type                 Cast             Management
- -------- --------                                                             --------             ----           --------------

   01    ELECTION OF DIRECTORS                                                Management            For                 For

                           JAMES L. BARKSDALE                                 Management            For                 For
                           STEPHEN F. BOLLENBACH                              Management            For                 For
                           STEPHEN M. CASE                                    Management            For                 For
                           FRANK J. CAUFIELD                                  Management            For                 For
                           ROBERT C. CLARK                                    Management            For                 For
                           MILES R. GILBURNE                                  Management            For                 For
                           CARLA A. HILLS                                     Management            For                 For
                           REUBEN MARK                                        Management            For                 For
                           MICHAEL A. MILES                                   Management            For                 For
                           KENNETH J. NOVACK                                  Management            For                 For
                           RICHARD D. PARSONS                                 Management            For                 For
                           R.E. TURNER                                        Management            For                 For
                           FRANCIS T. VINCENT, JR.                            Management            For                 For
   02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management            For                 For
   03    MISCELLANEOUS SHAREHOLDER PROPOSAL                                   Shareholder         Against               For
   04    S/H - REPORT ON PAY DISPARITY                                        Shareholder         Against               For

ELECTRONIC DATA SYSTEMS CORPORATION

                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                EDS

ISSUER:  285661          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                       Proposal             Vote           For or Against
 Number  Proposal                                                              Type                 Cast             Management
- -------- --------                                                              --------             ----           --------------

   01    ELECTION OF DIRECTORS                                                 Management            For                 For

                           ROGER A. ENRICO                                     Management            For                 For
                           ELLEN M. HANCOCK                                    Management            For                 For
                           C. ROBERT KIDDER                                    Management            For                 For
   02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management            For                 For
   03    S/H PROPOSAL - CORPORATE GOVERNANCE                                   Shareholder         Abstain             Against
   04    S/H PROPOSAL - CORPORATE GOVERNANCE                                   Shareholder         Abstain             Against
   05    S/H PROPOSAL - PROXY PROCESS/STATEMENT                                Shareholder         Against               For







<Table>

FANNIE MAE
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                FNM

ISSUER:  313586        ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                     Proposal             Vote            For or Against
 Number  Proposal                                                            Type                 Cast              Management
- -------- --------                                                            --------             ----            --------------

   01    ELECTION OF DIRECTORS                                               Management            For                 For

                           S.B. ASHLEY                                       Management            For                 For
                           K.M. DUBERSTEIN                                   Management            For                 For
                           T.P. GERRITY                                      Management            For                 For
                           T. HOWARD                                         Management            For                 For
                           A. KOROLOGOS                                      Management            For                 For
                           F.V. MALEK                                        Management            For                 For
                           D.B. MARRON                                       Management            For                 For
                           D.H. MUDD                                         Management            For                 For
                           A.M. MULCAHY                                      Management            For                 For
                           J.K. PICKETT                                      Management            For                 For
                           L. RAHL                                           Management            For                 For
                           F.D. RAINES                                       Management            For                 For
                           H.P. SWYGERT                                      Management            For                 For
   02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                          Management            For                 For
   03    AMEND STOCK PURCHASE PLAN                                           Management            For                 For
   04    S/H PROPOSAL - ADOPT CUMULATIVE VOTING                              Shareholder         Against               For

QWEST COMMUNICATIONS INTERNATIONAL I
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                 Q

ISSUER:  749121          ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                      Proposal             Vote           For or Against
 Number  Proposal                                                             Type                 Cast             Management
- -------- --------                                                             --------             ----           --------------

   01    ELECTION OF DIRECTORS                                                Management            For                 For

                           THOMAS J. DONOHUE                                  Management            For                 For
                           PETER S. HELLMAN                                   Management            For                 For
                           VINOD KHOSLA                                       Management            For                 For
                           K. DANE BROOKSHER                                  Management            For                 For
   02    DECLASSIFY BOARD                                                     Management            For                 For
   03    S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder         Against               For
   04    S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder         Abstain             Against
   05    S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder         Against               For




<Table>

LIBERTY MEDIA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 06/09/2004
                                                                 L

ISSUER:  530718         ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                      Proposal              Vote           For or Against
 Number  Proposal                                                             Type                  Cast             Management
- -------- --------                                                             --------              ----           --------------

   01    ELECTION OF DIRECTORS                                                Management             For                 For

                           ROBERT R. BENNETT                                  Management             For                 For
                           PAUL A. GOULD                                      Management             For                 For
                           JOHN C. MALONE                                     Management             For                 For
   02    AMEND INCENTIVE STOCK OPTION PLAN                                    Management           Against             Against
   03    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management             For                 For

THE KROGER CO.
                                                                                                     ANNUAL MEETING DATE: 06/24/2004
                                                                 KR

ISSUER:  501044         ISIN:

SEDOL:

VOTE GROUP:  MUTUAL FUNDS

Proposal                                                                      Proposal              Vote           For or Against
 Number  Proposal                                                             Type                  Cast             Management
- -------- --------                                                             --------              ----           --------------

   01    ELECTION OF DIRECTORS                                                Management             For                 For

                           JOHN L. CLENDENIN                                  Management             For                 For
                           DAVID B. DILLON                                    Management             For                 For
                           DAVID B. LEWIS                                     Management             For                 For
                           DON W. MCGEORGE                                    Management             For                 For
                           W. RODNEY MCMULLEN                                 Management             For                 For
                           SUSAN M. PHILLIPS                                  Management             For                 For
   02    RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                           Management             For                 For
   03    S/H PROPOSAL - BOARD OF DIRECTORS                                    Shareholder          Against               For
   04    S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder          Abstain             Against
   05    S/H PROPOSAL - CORPORATE GOVERNANCE                                  Shareholder          Abstain             Against






                                                              GROWTH FUND
- ------------------------------------------------------------------------------------------------------------------------------------
MCKESSON CORPORATION
                                                                                                     ANNUAL MEETING DATE: 07/30/2003

                                                                 MCK

ISSUER: 58155Q               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     S/H PROPOSAL - CORPORATE GOVERNANCE                                    Shareholder               Against        No


CONCORD EFS, INC.
                                                                                                    SPECIAL MEETING DATE: 10/28/2003
                                                                 CE

ISSUER: 206197               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     APPROVE MERGER AGREEMENT                                               Management                  For          No

MICROSOFT CORPORATION
                                                                                                     ANNUAL MEETING DATE: 11/11/2003
                                                                MSFT

ISSUER: 594918               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     AMEND OMNIBUS STOCK OPTION PLAN                                        Management                Abstain       Yes
   03     AMEND NON-EMPLOYEE DIRECTOR PLAN                                       Management                  For          No
   04     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No







THE BISYS GROUP, INC.
                                                                                                     ANNUAL MEETING DATE: 11/13/2003
                                                                BSG

ISSUER: 055472               ISIN:
SEDOL:
  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     ADOPT STOCK PURCHASE PLAN                                              Management                  For          No
   03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No

APOGENT TECHNOLOGIES INC.
                                                                                                     ANNUAL MEETING DATE: 01/27/2004
                                                                AOT

ISSUER: 03760A               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----

   01     ELECTION OF DIRECTORS                                                  Management                  For          No

SYBRON DENTAL SPECIALTIES, INC.
                                                                                                     ANNUAL MEETING DATE: 02/06/2004
                                                                SYD

ISSUER: 871142               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number       Proposal                                                            Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----

   01     ELECTION OF DIRECTORS                                                 Management                   For          No








CONCORD EFS, INC.
                                                                                                    SPECIAL MEETING DATE: 02/26/2004
                                                                 CE

ISSUER: 206197               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     APPROVE MERGER AGREEMENT                                               Management                  For          No

HEWLETT-PACKARD COMPANY
                                                                                                     ANNUAL MEETING DATE: 03/17/2004

                                                                HPQ
ISSUER: 428236               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     ADOPT OMNIBUS STOCK OPTION PLAN                                        Management                  For          No
   04     S/H PROPOSAL - PROXY PROCESS/STATEMENT                                 Shareholder               Against        No

FIFTH THIRD BANCORP
                                                                                                     ANNUAL MEETING DATE: 03/23/2004
                                                                FITB

ISSUER: 316773               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     ADOPT INCENTIVE STOCK OPTION PLAN                                      Management                  For          No
   03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   04     CHANGE STOCK EXCHANGE LISTING                                          Management                Abstain








TYCO INTERNATIONAL LTD.
                                                                                                     ANNUAL MEETING DATE: 03/25/2004
                                                                TYC

ISSUER: 902124               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED                      Management                  For          No
   04     ADOPT OMNIBUS STOCK OPTION PLAN                                        Management                  For          No
   05     S/H PROPOSAL - REQUIRE ENVIRONMENTAL REPORTING                         Shareholder                 For          No
   06     S/H PROPOSAL - REINCORPORATE IN OTHER STATE                            Shareholder               Against        No
   07     S/H PROPOSAL - CHANGE COMPENSATION STRUCTURE                           Shareholder               Against        No

FEDERAL HOME LOAN MORTGAGE CORPORATION
                                                                                                     ANNUAL MEETING DATE: 03/31/2004
                                                                FRE

ISSUER: 313400               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No

CENDANT CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/20/2004
                                                                 CD

ISSUER: 151313               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     DECLASSIFY BOARD                                                       Management                  For          No
   03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   04     S/H PROPOSAL - BOARD OF DIRECTORS                                      Shareholder               Against        No
   05     S/H PROPOSAL - CORPORATE GOVERNANCE                                    Shareholder               Against        No







MORGAN STANLEY
                                                                                                     ANNUAL MEETING DATE: 04/20/2004
                                                                MWD

ISSUER: 617446               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     S/H PROPOSAL - REPORT ON EMPLOYEES EARNING OVER $100,000               Shareholder               Against        No
   04     S/H PROPOSAL - PUT GOLDEN PARACHUTE TO SHAREHOLDER VOTE                Shareholder               Against        No
   05     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No

THE COCA-COLA COMPANY
                                                                                                     ANNUAL MEETING DATE: 04/21/2004
                                                                 KO

ISSUER: 191216               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder                 For          No
   04     S/H PROPOSAL - CORPORATE GOVERNANCE                                    Shareholder               Against        No
   05     S/H PROPOSAL - CORPORATE GOVERNANCE                                    Shareholder               Against        No
   06     S/H PROPOSAL - CORPORATE GOVERNANCE                                    Shareholder               Against        No
   07     S/H PROPOSAL - CORPORATE GOVERNANCE                                    Shareholder               Against        No
   08     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No
   09     S/H PROPOSAL - BOARD OF DIRECTORS                                      Shareholder               Against        No

JOHNSON & JOHNSON
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                JNJ

ISSUER: 478160               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     S/H PROPOSAL - ESTABLISH NOMINATING COMMITTEE                          Shareholder               Against        No







PFIZER INC.
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                PFE

ISSUER: 717081               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     ADOPT STOCK OPTION PLAN                                                Management                  For          No
   04     S/H PROPOSAL - HEALTH ISSUES                                           Shareholder               Against        No
   05     S/H PROPOSAL - POLITICAL/GOVERNMENT                                    Shareholder               Against        No
   06     S/H PROPOSAL - POLITICAL/GOVERNMENT                                    Shareholder               Against        No
   07     S/H PROPOSAL - BOARD OF DIRECTORS                                      Shareholder               Against        No
   08     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No
   09     S/H PROPOSAL - FORM SHAREHOLDER ADVISORY COMMITTEE                     Shareholder               Against        No
   10     S/H PROPOSAL - HEALTH ISSUES                                           Shareholder               Against        No

REUTERS GROUP PLC
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                               RTRSY

ISSUER: 76132M               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     RECEIVE CONSOLIDATED FINANCIAL STATEMENTS                              Management                  For         No
   02     MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                            Management                  For         No
   03     DIVIDEND                                                               Management                  For         No
   04     ELECTION OF DIRECTORS                                                  Management                  For         No
   09     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For         No
   10     PERMIT DIRECTORS TO FIX/APPROVE AUDITOR'S REMUNERATION                 Management                  For         No
   11     APPROVE RENUMERATION OF DIRECTORS                                      Management                  For         No
   12     AMEND LONG TERM INCENTIVE PLAN                                         Management                  For         No
   13     ADOPT OMNIBUS STOCK OPTION PLAN                                        Management                  For         No
   14     ADOPT OMNIBUS STOCK OPTION PLAN                                        Management                  For         No
   15     MISCELLANEOUS COMPENSATION PLANS                                       Management                  For         No
   16     MISCELLANEOUS COMPENSATION PLANS                                       Management                  For         No
   17     AUTHORIZE DIRECTORS TO REPURCHASE SHARES                               Management                  For         No
   18     APPROVE ARTICLE AMENDMENTS                                             Management                  For         No
   19     ALLOT SECURITIES                                                       Shareholder                 For         No
   20     ELIMINATE PREEMPTIVE RIGHTS                                            Management                  For         No







UNISYS CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                UIS
ISSUER: 909214               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
 01    ELECTION OF DIRECTORS                                                     Management                  For          No

GATX CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/23/2004
                                                                GMT
ISSUER: 361448               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     ADOPT INCENTIVE STOCK OPTION PLAN                                      Management                  For          No
   04     ADOPT INCENTIVE STOCK OPTION PLAN                                      Management                  For          No

CINCINNATI FINANCIAL CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/24/2004
                                                                CINF

ISSUER: 172062               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No

KRAFT FOODS INC.
                                                                                                     ANNUAL MEETING DATE: 04/27/2004
                                                                KFT

ISSUER: 50075N               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- --------    --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No







MERCK & CO., INC.
                                                                                                     ANNUAL MEETING DATE: 04/27/2004
                                                                MRK

ISSUER: 589331               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- ------      --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     DECLASSIFY BOARD                                                       Management                  For          No
   04     S/H PROPOSAL - LIMIT COMPENSATION                                      Shareholder               Against        No
   05     S/H PROPOSAL - HEALTH ISSUES                                           Shareholder               Against        No
   06     S/H PROPOSAL - REQUIRE SHAREHOLDER APPROVAL OF BUSINESS                Shareholder               Against        No
          COMBINATION
   07     S/H PROPOSAL - POLITICAL/GOVERNMENT                                    Shareholder               Against        No
   08     S/H PROPOSAL - HEALTH ISSUES                                           Shareholder               Against        No

CHEVRONTEXACO CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/28/2004
                                                                CVX

ISSUER: 166764               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- ------      --------                                                             --------                  ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   03     SHAREHOLDER RIGHTS PLAN                                                Management                  For          No
   04     ADOPT OMNIBUS STOCK OPTION PLAN                                        Management                  For          No
   05     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No
   06     S/H PROPOSAL - POLITICAL/GOVERNMENT                                    Shareholder               Against        No
   07     S/H PROPOSAL - BOARD OF DIRECTORS                                      Shareholder               Against        No
   08     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No
   09     MISCELLANEOUS SHAREHOLDER PROPOSAL                                     Shareholder               Against        No

CLEAR CHANNEL COMMUNICATIONS, INC.
                                                                                                     ANNUAL MEETING DATE: 04/28/2004
                                                                CCU

ISSUER: 184502               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- ------      --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For         No
   02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For         No







GENERAL ELECTRIC COMPANY
                                                                                                     ANNUAL MEETING DATE: 04/28/2004
                                                                 GE

ISSUER: 369604               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- ------      --------                                                             --------                   ----        -----
   0A     ELECTION OF DIRECTORS                                                 Management                   For          No
   0B     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                            Management                   For          No
   0C     ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN                            Management                   For          No
   01     S/H PROPOSAL - ADOPT CUMULATIVE VOTING                                Shareholder                Against        No
   02     S/H PROPOSAL - ANIMAL RIGHTS                                          Shareholder                Against        No
   03     S/H PROPOSAL - OPT OUT OF ANTI-TAKEOVER STATUTE                       Shareholder                Against        No
   04     S/H PROPOSAL - HEALTH ISSUES                                          Shareholder                Against        No
   05     MISCELLANEOUS SHAREHOLDER PROPOSAL                                    Shareholder                Against        No
   06     MISCELLANEOUS SHAREHOLDER PROPOSAL                                    Shareholder                Against        No
   07     S/H PROPOSAL - ELIMINATE CUMULATIVE VOTING                            Shareholder                Against        No
   08     S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO RATIFY POISON          Shareholder                Against        No
          PILL
   09     S/H PROPOSAL - LIMIT COMPENSATION                                     Shareholder                Against        No
   10     MISCELLANEOUS SHAREHOLDER PROPOSAL                                    Shareholder                Against        No
   11     MISCELLANEOUS SHAREHOLDER PROPOSAL                                    Shareholder                Against        No
   12     S/H PROPOSAL - ENHANCE STOCK VALUE VIA MERGER/SALE                    Shareholder                Against        No
   13     S/H PROPOSAL - OVERRIDE CSA VOTE RESTRICTIONS                         Shareholder                Against        No
   14     S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS TO BE INDEPENDENT        Shareholder                Against        No
   15     S/H PROPOSAL - POLITICAL/GOVERNMENT                                   Shareholder                Against        No

THE MCGRAW-HILL COMPANIES, INC.
                                                                                                     ANNUAL MEETING DATE: 04/28/2004
                                                                MHP

ISSUER: 580645               ISIN:

SEDOL:

  VOTE GROUP: GLOBAL

Proposal                                                                         Proposal                   Vote        Against
Number      Proposal                                                             Type                       Cast        Mgmt.
- ------      --------                                                             --------                   ----        -----
   01     ELECTION OF DIRECTORS                                                  Management                  For          No
   02     AMEND INCENTIVE STOCK OPTION PLAN                                      Management                  For          No
   03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                             Management                  For          No
   04     S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO RATIFY POISON           Shareholder               Against        No
          PILL




BERKSHIRE HATHAWAY INC.
                                                                                                     ANNUAL MEETING DATE: 05/03/2004
                                                                BRKB

ISSUER: 084670               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                Vote        Against
Number      Proposal                                                   Type                    Cast         Mgmt.
- --------    --------                                                   -----------             ----        -------
     01     ELECTION OF DIRECTORS                                      Management               For          No
     02     S/H PROPOSAL - POLITICAL/GOVERNMENT                        Shareholder            Against        No





BRISTOL-MYERS SQUIBB COMPANY
                                                                                                     ANNUAL MEETING DATE: 05/04/2004
                                                                 BMY

ISSUER: 110122               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                Vote       Against
Number      Proposal                                                   Type                    Cast        Mgmt.
- --------    --------                                                   ----                   -------      -----
     01     ELECTION OF DIRECTORS                                      Management               For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management               For          No
     03     S/H PROPOSAL - POLITICAL/GOVERNMENT                        Shareholder            Against        No
     04     S/H PROPOSAL - POLITICAL/GOVERNMENT                        Shareholder            Against        No
     05     S/H PROPOSAL - BOARD OF DIRECTORS                          Shareholder            Against        No
     06     S/H PROPOSAL - HEALTH ISSUES                               Shareholder            Against        No
     07     S/H PROPOSAL - PROXY PROCESS/STATEMENT                     Shareholder            Against        No




SABRE HOLDINGS CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/04/2004
                                                                 TSG

ISSUER: 785905               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                Vote       Against
Number      Proposal                                                   Type                    Cast        Mgmt.
- --------    --------                                                   ----------              ----      -------
     01     ELECTION OF DIRECTORS                                      Management               For         No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management               For         No
     03     AMEND STOCK PURCHASE PLAN                                  Management               For         No






PEPSICO, INC.
                                                                                                     ANNUAL MEETING DATE: 05/05/2004
                                                                 PEP

ISSUER: 713448               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                Vote       Against
Number      Proposal                                                   Type                    Cast        Mgmt.
- --------    --------                                                   -----------             ----       -------
     01     ELECTION OF DIRECTORS                                      Management               For         No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management               For         No
     03     ADOPT INCENTIVE STOCK OPTION PLAN                          Management               For         No
     04     S/H PROPOSAL - POLITICAL/GOVERNMENT                        Shareholder            Against       No
     05     S/H PROPOSAL - HEALTH ISSUES                               Shareholder            Against       No


COLGATE-PALMOLIVE COMPANY
                                                                                                     ANNUAL MEETING DATE: 05/07/2004
                                                                 CL

ISSUER: 194162               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                Vote        Against
Number      Proposal                                                   Type                    Cast         Mgmt.
- --------    --------                                                   --------                ----        -------
     01     ELECTION OF DIRECTORS                                      Management               For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management               For          No
     03     AMEND INCENTIVE STOCK OPTION PLAN                          Management               For          No
     04     S/H PROPOSAL - PUT GOLDEN PARACHUTE TO
            SHAREHOLDER VOTE                                           Shareholder            Against        No
     05     S/H PROPOSAL - HUMAN RIGHTS RELATED                        Shareholder            Against        No
     06     S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS
            TO BE INDEPENDENT                                          Shareholder            Against        No


IMS HEALTH INCORPORATED
                                                                                                     ANNUAL MEETING DATE: 05/07/2004
                                                                 RX

ISSUER: 449934               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                Vote        Against
Number      Proposal                                                   Type                    Cast         Mgmt.
- --------    --------                                                   -----------             ----        -------
01          ELECTION OF DIRECTORS                                      Management               For          No
02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management               For          No
03          S/H PROPOSAL - REPORT ON EMPLOYEES EARNING OVER $100,000   Shareholder            Against        No
04          S/H PROPOSAL - PUT GOLDEN PARACHUTE TO SHAREHOLDER VOTE    Shareholder            Against        No







CIT GROUP INC.
                                                                                                     ANNUAL MEETING DATE: 05/12/2004
                                                                CIT

ISSUER: 125581               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote       Against
Number      Proposal                                                   Type                       Cast        Mgmt.
- --------    --------                                                   ----------                 ----       -------
     01     ELECTION OF DIRECTORS                                      Management                 For         No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                 For         No
     03     TRANSACT OTHER BUSINESS                                    Management                 For         No



GAP, INC.
                                                                                                     ANNUAL MEETING DATE: 05/12/2004
                                                                GPS

ISSUER: 364760               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote       Against
Number      Proposal                                                   Type                       Cast        Mgmt.
- --------    --------                                                   -----------                ----       -------
     01     ELECTION OF DIRECTORS                                      Management                 For         No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                 For         No
     03     AMEND OMNIBUS STOCK OPTION PLAN                            Management                 For         No
     04     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder              Against       No



OFFICE DEPOT, INC.
                                                                                                     ANNUAL MEETING DATE: 05/14/2004
                                                                ODP

ISSUER: 676220               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote       Against
Number      Proposal                                                   Type                       Cast        Mgmt.
- --------    --------                                                   ----------                 ----       -------
     01     ELECTION OF DIRECTORS                                      Management                 For         No
     02     AMEND INCENTIVE STOCK OPTION PLAN                          Management                 For         No
     03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                 For         No








AMERICAN INTERNATIONAL GROUP, INC.
                                                                                                     ANNUAL MEETING DATE: 05/19/2004
                                                                AIG

ISSUER: 026874               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   -----------                ----        -----
01          ELECTION OF DIRECTORS                                      Management                  For          No
02          ADOPT OMNIBUS STOCK OPTION PLAN                            Management                  For          No
03          ADOPT DIRECTOR STOCK OPTION PLAN                           Management                  For          No
04          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
05          MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
06          MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
07          MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No





FIRST DATA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/19/2004
                                                                FDC

ISSUER: 319963               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote       Against
Number      Proposal                                                   Type                       Cast        Mgmt.
- --------    --------                                                   ----------                 ----       -------
     01     ELECTION OF DIRECTORS                                      Management                  For         No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For         No



INSTINET GROUP INCORPORATED
                                                                                                     ANNUAL MEETING DATE: 05/19/2004
                                                                INGP

ISSUER: 457750               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                                Proposal                  Vote       Against
Number      Proposal                                                    Type                      Cast       Mgmt.
- --------    --------                                                    ----------                ----       -----
     01     ELECTION OF DIRECTORS                                       Management                 For         No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                  Management                 For         No
     03     AMEND STOCK OPTION PLAN TO INCREASE SHARES                  Management                 For         No
     04     ADOPT STOCK PERFORMANCE PLAN                                Management                 For         No






THE HARTFORD FINANCIAL SVCS GROUP, I
                                                                                                     ANNUAL MEETING DATE: 05/20/2004
                                                                HIG

ISSUER: 416515               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   -----------                ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     03     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder               Against        No



TIME WARNER INC.
                                                                                                     ANNUAL MEETING DATE: 05/21/2004
                                                                TWX

ISSUER: 887317               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   -----------                ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     03     MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
     04     S/H PROPOSAL - ELIMINATE PREEMPTIVE RIGHTS                 Shareholder               Against        No




FANNIE MAE
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                FNM

ISSUER: 313586               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   -----------                ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     03     AMEND STOCK PURCHASE PLAN                                  Management                  For          No
     04     S/H PROPOSAL - ADOPT CUMULATIVE VOTING                     Shareholder               Against        No






HENRY SCHEIN, INC.
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                HSIC

ISSUER: 806407               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   ----------                 ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     AMEND INCENTIVE STOCK OPTION PLAN                          Management                  For          No
     03     AMEND INCENTIVE STOCK OPTION PLAN                          Management                  For          No
     04     ADOPT STOCK PURCHASE PLAN                                  Management                  For          No
     05     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No



J.P. MORGAN CHASE & CO.
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                JPM

ISSUER: 46625H               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                                 Proposal                 Vote        Against
Number      Proposal                                                     Type                     Cast         Mgmt.
- --------    --------                                                     -----------              ----        -----
     01     APPROVE MERGER AGREEMENT                                     Management                For          No
     02     ELECTION OF DIRECTORS                                        Management                For          No
     03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                   Management                For          No
     04     ADOPT OMNIBUS STOCK OPTION PLAN                              Management                For          No
     05     APPROVE MOTION TO ADJOURN MEETING                            Management                For          No
     06     S/H PROPOSAL - BOARD OF DIRECTORS                            Shareholder             Against        No
     07     S/H PROPOSAL - ESTABLISH NOMINATING COMMITTEE                Shareholder             Against        No
     08     S/H PROPOSAL - REPORT ON CHARITABLE DONATIONS                Shareholder             Against        No
     09     S/H PROPOSAL - BOARD OF DIRECTORS                            Shareholder             Against        No
     10     MISCELLANEOUS SHAREHOLDER PROPOSAL                           Shareholder             Against        No
     11     S/H PROPOSAL - RESTORE PREEMPTIVE RIGHTS                     Shareholder             Against        No
     12     S/H PROPOSAL - CORPORATE GOVERNANCE                          Shareholder             Against        No
     13     S/H PROPOSAL - ELIMINATE PREEMPTIVE RIGHTS                   Shareholder             Against        No






EXXON MOBIL CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/26/2004
                                                                XOM

ISSUER: 30231G               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- -------     --------                                                   -----------                ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     03     ADOPT OMNIBUS STOCK OPTION PLAN                            Management                  For          No
     04     S/H PROPOSAL - POLITICAL/GOVERNMENT                        Shareholder               Against        No
     05     S/H PROPOSAL - POLITICAL/GOVERNMENT                        Shareholder               Against        No
     06     MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
     07     S/H PROPOSAL - BOARD OF DIRECTORS                          Shareholder               Against        No
     08     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder               Against        No
     09     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder               Against        No
     10     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder               Against        No
     11     S/H PROPOSAL - ENVIRONMENTAL                               Shareholder               Against        No



WAL-MART STORES, INC.
                                                                                                     ANNUAL MEETING DATE: 06/04/2004
                                                                WMT

ISSUER: 931142               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   -----------                ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     ADOPT OMNIBUS STOCK OPTION PLAN                            Management                  For          No
     03     ADOPT OMNIBUS STOCK OPTION PLAN                            Management                  For          No
     04     ADOPT STOCK PURCHASE PLAN                                  Management                  For          No
     05     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     06     S/H PROPOSAL - BOARD OF DIRECTORS                          Shareholder               Against        No
     07     MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
     08     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder               Against        No
     09     MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
     10     MISCELLANEOUS SHAREHOLDER PROPOSAL                         Shareholder               Against        No
     11     S/H PROPOSAL - CORPORATE GOVERNANCE                        Shareholder               Against        No






PRUDENTIAL FINANCIAL, INC.
                                                                                                     ANNUAL MEETING DATE: 06/08/2004
                                                                PRU

ISSUER: 744320               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                                 Proposal                 Vote        Against
Number      Proposal                                                     Type                     Cast         Mgmt.
- --------    --------                                                     -----------              ----        -----
     01     ELECTION OF DIRECTORS                                        Management                For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                   Management                For          No
     03     S/H PROPOSAL - ESTABLISH NOMINATING COMMITTEE                Shareholder             Against        No
     04     S/H PROPOSAL - BOARD OF DIRECTORS                            Shareholder             Against        No



CHROMAVISION MEDICAL SYSTEMS, INC.
                                                                                                     ANNUAL MEETING DATE: 06/09/2004
                                                                CVSN

ISSUER: 17111P               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                                 Proposal                 Vote        Against
Number      Proposal                                                     Type                     Cast         Mgmt.
- --------    --------                                                     ----------               ----        -------
     01     ELECTION OF DIRECTORS                                        Management                For          No




LIBERTY MEDIA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 06/09/2004
                                                                 L

ISSUER: 530718               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   ----------                 ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     AMEND INCENTIVE STOCK OPTION PLAN                          Management                  For          No
     03     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No






CADENCE DESIGN SYSTEMS, INC.
                                                                                                     ANNUAL MEETING DATE: 06/15/2004
                                                                CDN

ISSUER: 127387               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   ----------                 ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     AMEND STOCK OPTION PLAN                                    Management                  For          No
     03     AMEND STOCK PURCHASE PLAN                                  Management                  For          No
     04     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No



INTERACTIVECORP
                                                                                                     ANNUAL MEETING DATE: 06/23/2004
                                                                IACI


ISSUER: 45840Q               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   ----------                 ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No



BLYTH, INC.
                                                                                                     ANNUAL MEETING DATE: 06/24/2004
                                                                BTH

ISSUER: 09643P               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   ----------                 ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     03     INCENTIVE STOCK OPTIONS                                    Management                  For          No






BLYTH, INC.
                                                                                                     ANNUAL MEETING DATE: 06/24/2004
                                                                BTH

ISSUER: 09643P               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                               Proposal                   Vote        Against
Number      Proposal                                                   Type                       Cast         Mgmt.
- --------    --------                                                   ----------                 ----        -------
     01     ELECTION OF DIRECTORS                                      Management                  For          No
     02     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                 Management                  For          No
     03     ADOPT INCENTIVE STOCK OPTION PLAN                          Management                  For          No




EBAY INC.
                                                                                                     ANNUAL MEETING DATE: 06/24/2004
                                                                EBAY

ISSUER: 278642               ISIN:

SEDOL:

VOTE GROUP: GLOBAL

Proposal                                                                     Proposal             Vote        Against
Number      Proposal                                                         Type                 Cast         Mgmt.
- --------    --------                                                         -----------          ----        -------
     01     ELECTION OF DIRECTORS                                            Management            For          No
     02     AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE SHARES             Management            For          No
     03     AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE SHARES             Management            For          No
     04     APPROVE AUTHORIZED COMMON STOCK INCREASE                         Shareholder           For          No
     05     RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                       Management            For          No
     06     S/H PROPOSAL - FORM SHAREHOLDER ADVISORY COMMITTEE               Shareholder         Against        No







                                                             BLUE CHIP FUND
- -----------------------------------------------------------------------------------------------------------------------------------
MCKESSON CORPORATION

                                                                 MCK                               ANNUAL MEETING  DATE: 07/30/2003

ISSUER: 58155Q               ISIN:

SEDOL:

VOTE GROUP:   GLOBAL
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ALTON F. IRBY III                                     Management            For             For
                      JAMES V. NAPIER                                       Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Against           For

COMPUTER SCIENCES CORPORATION
                                                                 CSC                                ANNUAL MEETING DATE: 08/11/2003
ISSUER: 205363               ISIN:

SEDOL:

VOTE GROUP:   GLOBAL
Proposal                                                                    Proposal              Vote       For or Against
Number        Proposal                                                      Type                  Cast         Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      IRVING W. BAILEY, II                                  Management            For             For
                      STEPHEN L. BAUM                                       Management            For             For
                      RODNEY F. CHASE                                       Management            For             For
                      VAN B. HONEYCUTT                                      Management            For             For
                      WILLIAM R. HOOVER                                     Management            For             For
                      LEON J. LEVEL                                         Management            For             For
                      THOMAS A. MCDONNELL                                   Management            For             For
                      F. WARREN MCFARLAN                                    Management            For             For
                      JAMES R. MELLOR                                       Management            For             For
                      WILLIAM P. RUTLEDGE                                   Management            For             For






THE ESTEE LAUDER COMPANIES INC.
                                                                                                     ANNUAL MEETING DATE: 11/05/2003
                                                                 EL
ISSUER: 518439               ISIN:

SEDOL:

VOTE GROUP:   GLOBAL
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                       Type                 Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      IRVINE O. HOCKADAY, JR.                               Management            For             For
                      FRED H. LANGHAMMER                                    Management            For             For
                      ROSE MARIE BRAVO                                      Management            For             For
  02          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Abstain         Against
  03          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For

MICROSOFT CORPORATION
                                                                                                     ANNUAL MEETING DATE: 11/11/2003
                                                                MSFT
ISSUER: 594918                  ISIN:

SEDOL:

VOTE GROUP:   GLOBAL
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                       Type                 Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      WILLIAM H. GATES III                                  Management            For             For
                      STEVEN A. BALLMER                                     Management            For             For
                      JAMES I. CASH JR.                                     Management            For             For
                      RAYMOND V. GILMARTIN                                  Management            For             For
                      A. MCLAUGHLIN KOROLOGOS                               Management            For             For
                      DAVID F. MARQUARDT                                    Management            For             For
                      CHARLES H. NOSKI                                      Management            For             For
                      HELMUT PANKE                                          Management            For             For
                      WM. G. REED JR.                                       Management            For             For
                      JON A. SHIRLEY                                        Management            For             For
  02          AMEND OMNIBUS STOCK OPTION PLAN                               Management          Abstain         Against
  03          AMEND NON-EMPLOYEE DIRECTOR PLAN                              Management            For             For
  04          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For






CONCORD EFS, INC.
                                                                                                    SPECIAL MEETING DATE: 02/26/2004
                                                                 CE
ISSUER: 206197                  ISIN:

SEDOL:

VOTE GROUP:   BLUE CHIP FUND
Proposal                                                                    Proposal              Vote       For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          APPROVE MERGER AGREEMENT                                      Management            For             For

FLEETBOSTON FINANCIAL CORPORATION
                                                                                                    SPECIAL MEETING DATE: 03/17/2004
                                                                FBF
ISSUER: 339030                  ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote       For or Against
 Number       Proposal                                                       Type                 Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          APPROVE MERGER AGREEMENT                                      Management            For             For
  02          APPROVE MOTION TO ADJOURN MEETING                             Management            For             For

FEDERAL HOME LOAN MORTGAGE CORPORATION
                                                                                                     ANNUAL MEETING DATE: 03/31/2004
                                                                FRE
ISSUER: 313400                  ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote       For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      JOAN E. DONOGHUE                                      Management            For             For
                      MICHELLE ENGLER                                       Management            For             For
                      RICHARD KARL GOELTZ                                   Management            For             For
                      GEORGE D. GOULD                                       Management            For             For
                      HENRY KAUFMAN                                         Management            For             For
                      JOHN B. MCCOY                                         Management            For             For
                      SHAUN F. O'MALLEY                                     Management            For             For
                      RONALD F. POE                                         Management            For             For
                      STEPHEN A. ROSS                                       Management            For             For
                      DONALD J. SCHUENKE                                    Management            For             For
                      CHRISTINA SEIX                                        Management            For             For
                      RICHARD F. SYRON                                      Management            For             For
                      WILLIAM J. TURNER                                     Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For






CENDANT CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/20/2004
                                                                 CD
ISSUER: 151313                  ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      RT. HON. BRIAN MULRONEY                               Management            For             For
                      RONALD L. NELSON                                      Management            For             For
                      ROBERT W. PITTMAN                                     Management            For             For
                      MYRA J. BIBLOWIT                                      Management            For             For
                      SHELI Z. ROSENBERG                                    Management            For             For
  02          DECLASSIFY BOARD                                              Management            For             For
  03          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  04          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  05          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against






CITIGROUP INC.
                                                                                                     ANNUAL MEETING DATE: 04/20/2004
                                                                 C
ISSUER: 172967                  ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                       Type                 Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      C. MICHAEL ARMSTRONG                                  Management            For             For
                      ALAIN J.P. BELDA                                      Management            For             For
                      GEORGE DAVID                                          Management            For             For
                      KENNETH T. DERR                                       Management            For             For
                      JOHN M. DEUTCH                                        Management            For             For
                      R. HERNANDEZ RAMIREZ                                  Management            For             For
                      ANN DIBBLE JORDAN                                     Management            For             For
                      DUDLEY C. MECUM                                       Management            For             For
                      RICHARD D. PARSONS                                    Management            For             For
                      ANDRALL E. PEARSON                                    Management            For             For
                      CHARLES PRINCE                                        Management            For             For
                      ROBERT E. RUBIN                                       Management            For             For
                      FRANKLIN A. THOMAS                                    Management            For             For
                      SANFORD I. WEILL                                      Management            For             For
                      ROBERT B. WILLUMSTAD                                  Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - LIMIT COMPENSATION                             Shareholder         Abstain         Against
  04          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  05          S/H PROPOSAL - DECLASSIFY BOARD                               Shareholder         Abstain         Against
  06          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For






THE COCA-COLA COMPANY
                                                                                                     ANNUAL MEETING DATE: 04/21/2004
                                                                 KO
ISSUER: 191216                  ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      HERBERT A. ALLEN                                      Management            For             For
                      RONALD W. ALLEN                                       Management            For             For
                      CATHLEEN P. BLACK                                     Management            For             For
                      WARREN E. BUFFETT                                     Management            For             For
                      DOUGLAS N. DAFT                                       Management            For             For
                      BARRY DILLER                                          Management            For             For
                      DONALD R. KEOUGH                                      Management            For             For
                      SUSAN BENNETT KING                                    Management            For             For
                      MARIA ELENA LAGOMASINO                                Management            For             For
                      DONALD F. MCHENRY                                     Management            For             For
                      ROBERT L. NARDELLI                                    Management            For             For
                      SAM NUNN                                              Management            For             For
                      J. PEDRO REINHARD                                     Management            For             For
                      JAMES D. ROBINSON III                                 Management            For             For
                      PETER V. UEBERROTH                                    Management            For             For
                      JAMES B. WILLIAMS                                     Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder          Against          For
  04          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder          Abstain        Against
  05          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder          Abstain        Against
  06          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder          Abstain        Against
  07          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder          Abstain        Against
  08          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder          Against          For
  09          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder          Against          For







PFIZER INC.
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                PFE
ISSUER: 717081               ISIN:

SEDOL:


VOTE GROUP: MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      MICHAEL S. BROWN                                      Management            For             For
                      M. ANTHONY BURNS                                      Management            For             For
                      ROBERT N. BURT                                        Management            For             For
                      W. DON CORNWELL                                       Management            For             For
                      WILLIAM H. GRAY III                                   Management            For             For
                      CONSTANCE J. HORNER                                   Management            For             For
                      WILLIAM R. HOWELL                                     Management            For             For
                      STANLEY O. IKENBERRY                                  Management            For             For
                      GEORGE A. LORCH                                       Management            For             For
                      HENRY A. MCKINNELL                                    Management            For             For
                      DANA G. MEAD                                          Management            For             For
                      FRANKLIN D. RAINES                                    Management            For             For
                      RUTH J. SIMMONS                                       Management            For             For
                      WILLIAM C. STEERE, JR.                                Management            For             For
                      JEAN-PAUL VALLES                                      Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          ADOPT STOCK OPTION PLAN                                       Management          Against         Against
  04          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For
  05          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  06          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  07          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  08          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  09          S/H - EXPENSING OF STOCK OPTIONS                              Shareholder         Against           For
  10          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For










REUTERS GROUP PLC
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                               RTRSY

ISSUER: 76132M               ISIN:

SEDOL:

VOTE GROUP: MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          RECEIVE CONSOLIDATED FINANCIAL STATEMENTS                     Management            For             For
  02          MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL                   Management            For             For
  03          DIVIDEND                                                      Management            For             For
  04          ELECTION OF DIRECTORS                                         Management            For             For

                      TOM GLOCER                                            Management            For             For
                      DAVID GRIGSON                                         Management            For             For
                      SIR CHRISTOPHER HOGG                                  Management            For             For
                      IAN STRACHAN                                          Management            For             For
                      CHARLES SINCLAIR                                      Management            For             For
  09          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  10          PERMIT DIRECTORS TO FIX/APPROVE AUDITOR'S REMUNERATION        Management            For             For
  11          APPROVE RENUMERATION OF DIRECTORS                             Management            For             For
  12          AMEND LONG TERM INCENTIVE PLAN                                Management          Abstain         Against
  13          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  14          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  15          MISCELLANEOUS COMPENSATION PLANS                              Management          Abstain         Against
  16          MISCELLANEOUS COMPENSATION PLANS                              Management          Abstain         Against
  17          AUTHORIZE DIRECTORS TO REPURCHASE SHARES                      Management            For             For
  18          APPROVE ARTICLE AMENDMENTS                                    Management            For             For
  19          ALLOT SECURITIES                                              Management            For             For
  20          ELIMINATE PREEMPTIVE RIGHTS                                   Management            For             For







WYETH
                                                                                                     ANNUAL MEETING DATE: 04/22/2004
                                                                WYE

ISSUER: 983024               ISIN:

SEDOL:

VOTE GROUP: MUTUAL FUNDS
Proposal                                                                    Proposal              Vote       For or Against
 Number       Proposal                                                      Type                  Cast         Management
- --------      --------                                                      ----------            ----       ---------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      C.L. ALEXANDER, JR.                                   Management            For             For
                      F.A. BENNACK, JR.                                     Management            For             For
                      R.L. CARRION                                          Management            For             For
                      R. ESSNER                                             Management            For             For
                      J.D. FEERICK                                          Management            For             For
                      R. LANGER                                             Management            For             For
                      J.P. MASCOTTE                                         Management            For             For
                      M.L. POLAN                                            Management            For             For
                      I.G. SEIDENBERG                                       Management            For             For
                      W.V. SHIPLEY                                          Management            For             For
                      J.R. TORELL III                                       Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For
  04          S/H PROPOSAL - ANIMAL RIGHTS                                  Shareholder         Against           For






ABBOTT LABORATORIES
                                                                                                     ANNUAL MEETING DATE: 04/23/2004
                                                                ABT

ISSUER: 002824               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

              R.S. AUSTIN                                                   Management            For             For
              H.L. FULLER                                                   Management            For             For
              R.A. GONZALEZ                                                 Management            For             For
              J.M. GREENBERG                                                Management            For             For
              J.M. LEIDEN                                                   Management            For             For
              D.A.L. OWEN                                                   Management            For             For
              B. POWELL JR.                                                 Management            For             For
              A.B. RAND                                                     Management            For             For
              W.A. REYNOLDS                                                 Management            For             For
              R.S. ROBERTS                                                  Management            For             For
              W.D. SMITHBURG                                                Management            For             For
              J.R. WALTER                                                   Management            For             For
              M.D. WHITE                                                    Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For
  04          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  05          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  06          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For


CINCINNATI FINANCIAL CORPORATION
                                                                 CINF                               ANNUAL MEETING DATE: 04/24/2004

ISSUER: 172062               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      MICHAEL BROWN                                         Management            For             For
                      DIRK J. DEBBINK                                       Management            For             For
                      ROBERT C. SCHIFF                                      Management            For             For
                      JOHN M. SHEPHERD                                      Management            For             For
                      DOUGLAS S. SKIDMORE                                   Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For








HONEYWELL INTERNATIONAL INC.
                                                                                                     ANNUAL MEETING DATE: 04/26/2004
                                                                HON
ISSUER: 438516               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote         For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      JAMES J. HOWARD                                       Management            For             For
                      BRUCE KARATZ                                          Management            For             For
                      RUSSELL E. PALMER                                     Management            For             For
                      IVAN G. SEIDENBERG                                    Management            For             For
                      ERIC K. SHINSEKI                                      Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  04          S/H PROPOSAL - PROXY PROCESS/STATEMENT                        Shareholder         Against           For
  05          S/H PROPOSAL - PUT GOLDEN PARACHUTE TO SHAREHOLDER            Shareholder         Abstain         Against
              VOTE
  06          S/H - REPORT ON PAY DISPARITY                                 Shareholder         Against           For
  07          S/H PROPOSAL - ADOPT CUMULATIVE VOTING                        Shareholder         Against           For


MERCK & CO., INC.
                                                                                                     ANNUAL MEETING DATE: 04/27/2004
                                                                MRK
ISSUER: 589331               ISIN:
SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      PETER C. WENDELL*                                     Management            For             For
                      WILLIAM G. BOWEN**                                    Management            For             For
                      WILLIAM M. DALEY**                                    Management            For             For
                      THOMAS E. SHENK**                                     Management            For             For
                      WENDELL P. WEEKS**                                    Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          DECLASSIFY BOARD                                              Management            For             For
  04          S/H PROPOSAL - LIMIT COMPENSATION                             Shareholder         Abstain         Against
  05          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For
  06          S/H - ADD BOARD ETHIC COMMITTEE                               Shareholder         Against           For
  07          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  08          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For






SCHERING-PLOUGH CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/27/2004
                                                                SGP
ISSUER: 806605               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      FRED HASSAN                                           Management            For             For
                      PHILIP LEDER, M.D.                                    Management            For             For
                      EUGENE R. MCGRATH                                     Management            For             For
                      RICHARD DE J. OSBORNE                                 Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          ADOPT INCENTIVE STOCK OPTION PLAN                             Management          Against         Against






CHEVRONTEXACO CORPORATION
                                                                                                     ANNUAL MEETING DATE: 04/28/2004
                                                                CVX
ISSUER: 166764               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      S.H. ARMACOST                                         Management            For             For
                      R.E. DENHAM                                           Management            For             For
                      R.J. EATON                                            Management            For             For
                      S. GINN                                               Management            For             For
                      C.A. HILLS                                            Management            For             For
                      F.G. JENIFER                                          Management            For             For
                      J.B. JOHNSTON                                         Management            For             For
                      S. NUNN                                               Management            For             For
                      D.J. O'REILLY                                         Management            For             For
                      P.J. ROBERTSON                                        Management            For             For
                      C.R. SHOEMATE                                         Management            For             For
                      C. WARE                                               Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          SHAREHOLDER RIGHTS PLAN                                       Management            For             For
  04          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  05          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  06          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  07          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  08          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  09          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For






GENERAL ELECTRIC COMPANY
                                                                                                     ANNUAL MEETING DATE: 04/28/2004
                                                                 GE
ISSUER: 369604               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast         Management
- -------       --------                                                      ----------            ----        --------------
  0A                  ELECTION OF DIRECTORS                                 Management            For             For

                      JAMES I. CASH, JR.                                    Management            For             For
                      DENNIS D. DAMMERMAN                                   Management            For             For
                      ANN M. FUDGE                                          Management            For             For
                      CLAUDIO X. GONZALEZ                                   Management            For             For
                      JEFFREY R. IMMELT                                     Management            For             For
                      ANDREA JUNG                                           Management            For             For
                      ALAN G. LAFLEY                                        Management            For             For
                      KENNETH G. LANGONE                                    Management            For             For
                      RALPH S. LARSEN                                       Management            For             For
                      ROCHELLE B. LAZARUS                                   Management            For             For
                      SAM NUNN                                              Management            For             For
                      ROGER S. PENSKE                                       Management            For             For
                      ROBERT J. SWIERINGA                                   Management            For             For
                      DOUGLAS A. WARNER III                                 Management            For             For
                      ROBERT C. WRIGHT                                      Management            For             For
  0B          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  0C          ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN                    Management          Abstain         Against
  01          S/H PROPOSAL - ADOPT CUMULATIVE VOTING                        Shareholder         Against           For
  02          S/H PROPOSAL - ANIMAL RIGHTS                                  Shareholder         Against           For
  03          S/H - RESEARCH RENEWABLE ENERGY                               Shareholder         Abstain         Against
  04          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For
  05          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  06          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  07          S/H - CREATE A NON-DISCRIMINATORY SEXUAL ORIENTATION POLICY   Shareholder         Abstain         Against
  08          S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO RATIFY         Shareholder         Abstain         Against
              POISON PILL
  09          S/H PROPOSAL - LIMIT COMPENSATION                             Shareholder         Abstain         Against
  10          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  11          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  12          S/H PROPOSAL - ENHANCE STOCK VALUE VIA MERGER/SALE            Shareholder         Against           For
  13          S/H - INDEXING OF STOCK OPTIONS                               Shareholder         Against           For
  14          S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS TO BE            Shareholder           For           Against
              INDEPENDENT
  15          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For






ALTRIA GROUP, INC.
                                                                                                     ANNUAL MEETING DATE: 04/29/2004
                                                                 MO
ISSUER: 02209S               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ELIZABETH E. BAILEY                                   Management            For             For
                      MATHIS CABIALLAVETTA                                  Management            For             For
                      LOUIS C. CAMILLERI                                    Management            For             For
                      J. DUDLEY FISHBURN                                    Management            For             For
                      ROBERT E. R. HUNTLEY                                  Management            For             For
                      THOMAS W. JONES                                       Management            For             For
                      LUCIO A. NOTO                                         Management            For             For
                      JOHN S. REED                                          Management            For             For
                      CARLOS SLIM HELU                                      Management            For             For
                      STEPHEN M. WOLF                                       Management            For             For
  02                  RATIFY APPOINTMENT OF INDEPENDENT AUDITORS            Management            For             For
  03          S/H PROPOSAL - TOBACCO                                        Shareholder         Against           For
  04          S/H PROPOSAL - TOBACCO                                        Shareholder         Against           For
  05          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  06          S/H PROPOSAL - TOBACCO                                        Shareholder         Against           For
  07          S/H PROPOSAL - TOBACCO                                        Shareholder         Against           For
  08          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against





SBC COMMUNICATIONS INC.
                                                                                                     ANNUAL MEETING DATE: 04/30/2004
                                                                SBC
ISSUER: 78387G               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      JAMES E. BARNES                                       Management            For             For
                      JAMES A. HENDERSON                                    Management            For             For
                      JOHN B. MCCOY                                         Management            For             For
                      S. DONLEY RITCHEY                                     Management            For             For
                      JOYCE M. ROCHE                                        Management            For             For
                      PATRICIA P. UPTON                                     Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          DECLASSIFY BOARD                                              Management            For             For
  04          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Against           For
  05          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For

BAXTER INTERNATIONAL INC.
                                                                                                     ANNUAL MEETING DATE: 05/04/2004
                                                                BAX
ISSUER: 071813               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote       For or Against
 Number       Proposal                                                      Type                  Cast         Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      JOHN D. FORSYTH                                       Management            For             For
                      GAIL D. FOSLER                                        Management            For             For
                      CAROLE J. UHRICH                                      Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - ADOPT CUMULATIVE VOTING                        Shareholder         Against           For






BRISTOL-MYERS SQUIBB COMPANY
                                                                                                     ANNUAL MEETING DATE: 05/04/2004
                                                                BMY
ISSUER: 110122               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      P.R. DOLAN                                            Management            For             For
                      L.V. GERSTNER, JR.                                    Management            For             For
                      L. JOHANSSON                                          Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  04          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  05          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  06          S/H PROPOSAL - HEALTH ISSUES                                  Shareholder         Against           For
  07          S/H PROPOSAL - PROXY PROCESS/STATEMENT                        Shareholder         Against           For

SABRE HOLDINGS CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/04/2004
                                                                TSG
ISSUER: 785905               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ROYCE S. CALDWELL                                     Management            For             For
                      PAUL C. ELY, JR.                                      Management            For             For
                      GLENN W. MARSCHEL, JR.                                Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          AMEND STOCK PURCHASE PLAN                                     Management            For             For






TENET HEALTHCARE CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/06/2004
                                                                THC
ISSUER: 88033G               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      TREVOR FETTER                                         Management            For             For
                      VAN B. HONEYCUTT                                      Management            For             For
                      JOHN C. KANE                                          Management            For             For
                      EDWARD A. KANGAS                                      Management            For             For
                      J. ROBERT KERREY                                      Management            For             For
              RICHARD R. PETTINGILL                                         Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For

IMS HEALTH INCORPORATED
                                                                                                     ANNUAL MEETING DATE: 05/07/2004
                                                                 RX
ISSUER: 449934               ISIN:

SEDOL:

VOTE GROUP: MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      JAMES D. EDWARDS                                      Management            For             For
                      DAVID M. THOMAS                                       Management            For             For
                      WILLIAM C. VAN FAASEN                                 Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - REPORT ON EMPLOYEES EARNING OVER $100,000      Shareholder         Against           For
  04          S/H PROPOSAL - PUT GOLDEN PARACHUTE TO SHAREHOLDER            Shareholder         Abstain         Against
              VOTE







CIT GROUP INC.
                                                                                                     ANNUAL MEETING DATE: 05/12/2004
                                                                CIT
ISSUER: 125581               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ALBERT R. GAMPER, JR.                                 Management            For             For
                      GARY C. BUTLER                                        Management            For             For
                      WILLIAM A. FARLINGER                                  Management            For             For
                      WILLIAM M. FREEMAN                                    Management            For             For
                      HON. THOMAS H. KEAN                                   Management            For             For
                      EDWARD J. KELLY, III                                  Management            For             For
                      MARIANNE MILLER PARRS                                 Management            For             For
                      JEFFREY M. PEEK                                       Management            For             For
                      JOHN R. RYAN                                          Management            For             For
                      PETER J. TOBIN                                        Management            For             For
              LOIS M. VAN DEUSEN                                            Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          TRANSACT OTHER BUSINESS                                       Management            For             For






CVS CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/12/2004
                                                                CVS
ISSUER: 126650                 ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      W. DON CORNWELL                                       Management            For             For
                      THOMAS P. GERRITY                                     Management            For             For
                      STANLEY P. GOLDSTEIN                                  Management            For             For
                      MARIAN L. HEARD                                       Management            For             For
                      WILLIAM H. JOYCE                                      Management            For             For
                      TERRY R. LAUTENBACH                                   Management            For             For
                      TERRENCE MURRAY                                       Management            For             For
                      SHELI Z. ROSENBERG                                    Management            For             For
                      THOMAS M. RYAN                                        Management            For             For
  02          AMEND INCENTIVE STOCK OPTION PLAN                             Management          Against         Against
  03          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  04          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against





GAP, INC.
                                                                                                     ANNUAL MEETING DATE: 05/12/2004
                                                                GPS
ISSUER: 364760               ISIN:

SEDOL:

VOTE GROUP:   Mutual Funds
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      HOWARD BEHAR                                          Management            For             For
                      ADRIAN D.P. BELLAMY                                   Management            For             For
                      DONALD G. FISHER                                      Management            For             For
                      DORIS F. FISHER                                       Management            For             For
                      ROBERT J. FISHER                                      Management            For             For
                      GLENDA A. HATCHETT                                    Management            For             For
                      PENELOPE L. HUGHES                                    Management            For             For
                      BOB L. MARTIN                                         Management            For             For
                      JORGE P. MONTOYA                                      Management            For             For
                      PAUL S. PRESSLER                                      Management            For             For
                      JAMES M. SCHNEIDER                                    Management            For             For
                      MAYO A. SHATTUCK III                                  Management            For             For
                      MARGARET C. WHITMAN                                   Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          AMEND OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  04          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against






FIRST HEALTH GROUP CORP.
                                                                                                     ANNUAL MEETING DATE: 05/13/2004
                                                                FHCC
ISSUER: 320960               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      MICHAEL J. BOSKIN, PHD                                Management            For             For
                      DANIEL S. BRUNNER                                     Management            For             For
                      RAUL CESAN                                            Management            For             For
                      RONALD H. GALOWICH                                    Management            For             For
                      HAROLD S. HANDELSMAN                                  Management            For             For
                      DON LOGAN                                             Management            For             For
                      WILLIAM MAYER                                         Management            For             For
                      DAVID E. SIMON                                        Management            For             For
                      JAMES C. SMITH                                        Management            For             For
                      EDWARD L. WRISTEN                                     Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For






THE INTERPUBLIC GROUP OF COMPANIES,
                                                                                                     ANNUAL MEETING DATE: 05/18/2004
                                                                IPG
ISSUER: 460690               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast        Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      DAVID A. BELL                                         Management            For             For
                      FRANK J. BORELLI                                      Management            For             For
                      REGINALD K. BRACK                                     Management            For             For
                      JILL M. CONSIDINE                                     Management            For             For
                      CHRISTOPHER J. COUGHLIN                               Management            For             For
                      JOHN J. DOONER, JR.                                   Management            For             For
                      RICHARD A. GOLDSTEIN                                  Management            For             For
                      H. JOHN GREENIAUS                                     Management            For             For
                      MICHAEL I. ROTH                                       Management            For             For
                      J. PHILLIP SAMPER                                     Management            For             For
  02          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  03          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  04          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  05          S/H PROPOSAL - NORTHERN IRELAND                               Shareholder         Against           For

FIRST DATA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/19/2004
                                                                FDC
ISSUER: 319963               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      HENRY C. DUQUES                                       Management            For             For
                      CHARLES T. FOTE                                       Management            For             For
                      RICHARD P. KIPHART                                    Management            For             For
                      JOAN E. SPERO                                         Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For







MCDONALD'S CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/20/2004
                                                                MCD
ISSUER: 580135               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      EDWARD A. BRENNAN                                     Management            For             For
                      WALTER E. MASSEY                                      Management            For             For
                      JOHN W. ROGERS, JR.                                   Management            For             For
                      ANNE-MARIE SLAUGHTER                                  Management            For             For
                      ROGER W. STONE                                        Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          AMEND OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  04          ADOPT INCENTIVE STOCK OPTION PLAN                             Management          Against         Against

TIME WARNER INC.
                                                                                                     ANNUAL MEETING DATE: 05/21/2004
                                                                TWX
ISSUER: 887317               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      JAMES L. BARKSDALE                                    Management            For             For
                      STEPHEN F. BOLLENBACH                                 Management            For             For
                      STEPHEN M. CASE                                       Management            For             For
                      FRANK J. CAUFIELD                                     Management            For             For
                      ROBERT C. CLARK                                       Management            For             For
                      MILES R. GILBURNE                                     Management            For             For
                      CARLA A. HILLS                                        Management            For             For
                      REUBEN MARK                                           Management            For             For
                      MICHAEL A. MILES                                      Management            For             For
                      KENNETH J. NOVACK                                     Management            For             For
                      RICHARD D. PARSONS                                    Management            For             For
                      R.E. TURNER                                           Management            For             For
                      FRANCIS T. VINCENT, JR.                               Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder           Against         For
  04          S/H - REPORT ON PAY DISPARITY                                 Shareholder           Against         For








ELECTRONIC DATA SYSTEMS CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                EDS
ISSUER: 285661               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ROGER A. ENRICO                                       Management            For             For
                      ELLEN M. HANCOCK                                      Management            For             For
                      C. ROBERT KIDDER                                      Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  04          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  05          S/H PROPOSAL - PROXY PROCESS/STATEMENT                        Shareholder         Against           For

FANNIE MAE
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                FNM
ISSUER: 313586               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      S.B. ASHLEY                                           Management            For             For
                      K.M. DUBERSTEIN                                       Management            For             For
                      T.P. GERRITY                                          Management            For             For
                      T. HOWARD                                             Management            For             For
                      A. KOROLOGOS                                          Management            For             For
                      F.V. MALEK                                            Management            For             For
                      D.B. MARRON                                           Management            For             For
                      D.H. MUDD                                             Management            For             For
                      A.M. MULCAHY                                          Management            For             For
                      J.K. PICKETT                                          Management            For             For
                      L. RAHL                                               Management            For             For
                      F.D. RAINES                                           Management            For             For
                      H.P. SWYGERT                                          Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          AMEND STOCK PURCHASE PLAN                                     Management            For             For
  04          S/H PROPOSAL - ADOPT CUMULATIVE VOTING                        Shareholder         Against           For





J.P. MORGAN CHASE & CO.
                                                                                                     ANNUAL MEETING DATE: 05/25/2004
                                                                JPM
ISSUER: 46625H               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          APPROVE MERGER AGREEMENT                                      Management            For             For
  02          ELECTION OF DIRECTORS                                         Management            For             For

                      HANS W. BECHERER                                      Management            For             For
                      FRANK A. BENNACK, JR.                                 Management            For             For
                      JOHN H. BIGGS                                         Management            For             For
                      LAWRENCE A. BOSSIDY                                   Management            For             For
                      ELLEN V. FUTTER                                       Management            For             For
                      WILLIAM H. GRAY, III                                  Management            For             For
                      WILLIAM B. HARRISON, JR                               Management            For             For
                      HELENE L. KAPLAN                                      Management            For             For
                      LEE R. RAYMOND                                        Management            For             For
                      JOHN R. STAFFORD                                      Management            For             For
  03          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  04          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  05          APPROVE MOTION TO ADJOURN MEETING                             Management            For             For
  06          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  07          S/H - REPORT ON CHARITABLE CONTRIBUTIONS                      Shareholder         Against           For
  08          S/H PROPOSAL - REPORT ON CHARITABLE DONATIONS                 Shareholder         Against           For
  09          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  10          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  11          S/H - AUDITOR ON NOT GIVING CONSULTING ADVISE                 Shareholder         Abstain         Against
  12          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  13          S/H - REPORT ON PAY DISPARITY                                 Shareholder         Against           For








BANK OF AMERICA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/26/2004
                                                                BAC
ISSUER: 060505               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                       WILLIAM BARNET, III                                  Management            For             For
                       CHARLES W. COKER                                     Management            For             For
                       JOHN T. COLLINS                                      Management            For             For
                       GARY L. COUNTRYMAN                                   Management            For             For
                       PAUL FULTON                                          Management            For             For
                       CHARLES K. GIFFORD                                   Management            For             For
                       DONALD E. GUINN                                      Management            For             For
                       JAMES H. HANCE, JR.                                  Management            For             For
                       KENNETH D. LEWIS                                     Management            For             For
                       WALTER E. MASSEY                                     Management            For             For
                       THOMAS J. MAY                                        Management            For             For
                       C. STEVEN MCMILLAN                                   Management            For             For
                       EUGENE M. MCQUADE                                    Management            For             For
                       PATRICIA E. MITCHELL                                 Management            For             For
                       EDWARD L. ROMERO                                     Management            For             For
                       THOMAS M. RYAN                                       Management            For             For
                       O. TEMPLE SLOAN, JR.                                 Management            For             For
                       MEREDITH R. SPANGLER                                 Management            For             For
                       JACKIE M. WARD                                       Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  04          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  05          S/H - REPORT ON CHARITABLE CONTRIBUTIONS                      Shareholder         Against           For
  06          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  07          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For






EXXON MOBIL CORPORATION
                                                                                                     ANNUAL MEETING DATE: 05/26/2004
                                                                XOM
ISSUER: 30231G               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                       M.J. BOSKIN                                          Management            For             For
                       J.R. HOUGHTON                                        Management            For             For
                       W.R. HOWELL                                          Management            For             For
                       R.C. KING                                            Management            For             For
                       P.E. LIPPINCOTT                                      Management            For             For
                       H.J. LONGWELL                                        Management            For             For
                       H.A. MCKINNELL, JR.                                  Management            For             For
                       M.C. NELSON                                          Management            For             For
                       L.R. RAYMOND                                         Management            For             For
                       W.V. SHIPLEY                                         Management            For             For
                       R.W. TILLERSON                                       Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          ADOPT OMNIBUS STOCK OPTION PLAN                               Management          Against         Against
  04          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  05          S/H PROPOSAL - POLITICAL/GOVERNMENT                           Shareholder         Against           For
  06          MISCELLANEOUS SHAREHOLDER PROPOSAL                            Shareholder         Against           For
  07          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  08          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  09          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  10          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  11          S/H PROPOSAL - ENVIRONMENTAL                                  Shareholder         Against           For





PRUDENTIAL FINANCIAL, INC.
                                                                                                     ANNUAL MEETING DATE: 06/08/2004
                                                                PRU
ISSUER: 744320               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- --------      --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ARTHUR F. RYAN                                        Management            For             For
                      GASTON CAPERTON                                       Management            For             For
                      GILBERT F. CASELLAS                                   Management            For             For
                      KARL J. KRAPEK                                        Management            For             For
                      IDA F.S. SCHMERTZ                                     Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H - REPORT ON CHARITABLE CONTRIBUTIONS                      Shareholder         Against           For
  04          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For

LIBERTY MEDIA CORPORATION
                                                                                                     ANNUAL MEETING DATE: 06/09/2004
                                                                 L
ISSUER: 530718               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For

                      ROBERT R. BENNETT                                     Management            For             For
                      PAUL A. GOULD                                         Management            For             For
                      JOHN C. MALONE                                        Management            For             For
  02          AMEND INCENTIVE STOCK OPTION PLAN                             Management          Against         Against
  03          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For






THE KROGER CO.
                                                                                                     ANNUAL MEETING DATE: 06/24/2004
                                                                 KR
ISSUER: 501044               ISIN:

SEDOL:

VOTE GROUP:   MUTUAL FUNDS
Proposal                                                                    Proposal              Vote        For or Against
 Number       Proposal                                                      Type                  Cast          Management
- -------       --------                                                      ----------            ----        --------------
  01          ELECTION OF DIRECTORS                                         Management            For             For
                      JOHN L. CLENDENIN                                     Management            For             For
                      DAVID B. DILLON                                       Management            For             For
                      DAVID B. LEWIS                                        Management            For             For
                      DON W. MCGEORGE                                       Management            For             For
                      W. RODNEY MCMULLEN                                    Management            For             For
                      SUSAN M. PHILLIPS                                     Management            For             For
  02          RATIFY APPOINTMENT OF INDEPENDENT AUDITORS                    Management            For             For
  03          S/H PROPOSAL - BOARD OF DIRECTORS                             Shareholder         Against           For
  04          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against
  05          S/H PROPOSAL - CORPORATE GOVERNANCE                           Shareholder         Abstain         Against










                                   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)            Thompson Plumb Funds, Inc.
                        --------------------------------------------------------

By (Signature and
Title)                  /s/ John W. Thompson
                        --------------------------------------------------------
                        John W. Thompson, Principal Executive Officer

Date                    08/25/2004
                        --------------------------------------------------------